**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      DC 20549**




**Form
      10-KSB**




**þ**
            
            **ANNUAL
                REPORT UNDER SECTION 13 OR 15(d)****OF
                THE SECURITIES EXCHANGE ACT OF 1934****FOR
                THE FISCAL YEAR ENDED MARCH 31, 2008.****o**
            
            **TRANSITION
                REPORT UNDER SECTION 13 OR 15(d)****OF
                THE SECURITIES EXCHANGE ACT OF 1934**





**Commission
      File Number 001-33169**




**ROK
      ENTERTAINMENT GROUP INC.**


*(Name
      of Small Business Issuer in Its Charter)*




**Delaware**
            
            **93-0947570***(State
                or Other Jurisdiction of*
              *Incorporation
                or Organization)*
            
            *(I.R.S.
                Employer*
              *Identification
                No.)*




**Rok
      House**


**Kingswood
      Business Park**


**Albrighton**


**Wolverhampton**


**WV7
      3AU**


**England**


*(Address
      of Principal Executive Offices)*





**+44
      (0) 1902 374896**


*(Issuer’s
      Telephone Number)*




**Securities
      registered under Section 12(b) of the Exchange Act:**


**Common
      Stock ($0.001 par value)**




**Securities
      registered under Section 12(g) of the Exchange Act:**


**None**


*(Title
      of Class)*




Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. o




Check
      whether the issuer: (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 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




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. þ




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). o Yes þ No




The
      issuer’s revenues for its most recent fiscal year were $14,585,350.




The
      aggregate market value of the common equity of the issuer at June 30, 2008
      was
      approximately $1,110 million, based on the current share price of $20.50.




As
      of
      June 30, 2008, the issuer had outstanding 54,144,331 shares of common stock.





**DOCUMENTS
      INCORPORATED BY REFERENCE**




None.





Transitional
      Small Business Disclosure Format (check one): o Yes þ No







**PART
      I**




**ITEM
      1*****DESCRIPTION
      OF BUSINESS*******




**Business
      Summary**




ROK Entertainment
      Group Inc. (“we,” “our,” “us” and similar phrases refer to ROK Entertainment
      Group Inc.) and our subsidiaries sell content, products, applications and
      services to carriers, handset manufacturers and end users throughout the world.
      We have developed our own software applications and provide a worldwide
      multimedia platform which includes (but not exclusively) the streaming of live
      TV, audio and video-on-demand services on wireless devices. Our company is
      a
      mobile media group that licenses these proprietary technologies and sells and
      distributes hardware and content through our product portfolio. Our objective
      is
      to be an innovator of technology, applications and services for the new wireless
      paradigm and to capitalize on emerging industry trends through our portfolio
      of
      products and services which have been developed internally or from acquisitions.




**Industry
      Background**




The
      global mobile phone market, as measured by active users, is estimated to have
      reached 3.5 billion around the end of 2007/first quarter of 2008, as numerous
      releases over the last few months have stated, including presentations at World
      Mobile Conference in February and 3G America releases in April 2008.









Further,
      the market is expected to add another 1 billion subscribers over the next 2.5
      to
      3.0 years, meaning that before the end of 2010, total numbers of mobile
      subscribers are expected to equal about 2⁄3 of the world’s total population.




More
      than
      half of these additional subscribers are expected to be found in just 4
      countries: the so-called BRIC group (Brazil, Russia, India and China — see
      next table, which shows figures for the fourth quarter of 2007). In fact, China
      and India are expected to see more than 400 million additional subscribers
      over
      this next period of growth. Acccording to company press releases, China Mobile,
      the largest network operator in the country, added subscribers at the rate
      of
      over 7.5 million a month during the first quarter of 2008 (22.8 million in
      total), up 1 million a month from the same period last year. According to a
      March 2008 CTIA data release, India is currently growing its total subscriber
      base by more than 8.5 million a month. Both these countries can sustain
      increases in mobile subscribers of these kinds of levels for a number of years
      to come.









It
      is not
      surprising that the world’s growth in mobile subscribers is occurring in the
      developing world, most especially focused on China and India, since they are
      acknowledged as the newest and most rapidly increasing engines of growth for
      the
      world economy. However, the absolute numbers of subscribers perhaps is
      surprising. Western Europe (made up of 29 countries, principalities or
      territories) overall had 116.9% penetration at the end of 2007, according to
      Global Mobile, a research paper published bi-weekly by Informa. This means
      that
      there are approximately 1.17 active mobile devices per person in these
      countries. This implies that a significant proportion of the mobile owning
      population must have 2 or more active devices (such as a Blackberry, a personal
      mobile phone and/or a business mobile phone). It also implies that further
      future growth is possible as each person accrues more than one mobile device.


2




Some
      countries already see penetration rates of 160% or so. Cyprus in Western Europe
      (165%) and Bahrain in Middle East (164%) are 2 such examples, albeit small
      ones
      that are arguably special cases (Cyprus with tourism and Bahrain with
      immigrants, neither of which may be counted as resident populations). Italy
      had
      148% penetration at the end of 2007 and cannot be considered affected by either
      of the aforementioned factors – nor is it a small country. France, on the
      other hand, had a relatively low 89.3% penetration rate at the same time.




Compare
      this to penetration rates in China, which are around the 45%, and India, which
      is barely above 25%. The United States was estimated to reach 258 million mobile
      subscribers by early April 2008, making mobile penetration about 85%. It is
      reasonable to assume that the United States could see a total of approximately
      365 million mobile subscribers in the next three to five years (supported by
      various publicly available research releases). However, note that India is
      expected to have passed the United States’ total number of mobile subscribers in
      April 2008, making India the second largest mobile market in the world, in
      term
      of subscribers.




The
      conclusion we draw from this data is that the global mobile market has a lot
      of
      growth left in it, but this growth is asymmetric – the bulk of mobile
      subscribers around the world will be found in Lesser Developed Countries (LDCs).
      China and India in particular are huge engines of growth in this regard, despite
      already being the world’s largest individual markets.




New
      handsets




Mobile
      handsets are selling even faster than the actual subscriber markets are growing.
      Subscribers are renewing their handsets with increasing frequency, and
      replacement handsets have been the majority driver of new handset sales across
      the globe since 2004. In 2007, the market saw 1.15 billion new handsets
      sold – implying an average handset lifespan of 36 months exactly. This is
      down from 42 months in 2005 and is expected to hit less than 29 months in 2010.
      The market is predicting some 1.35 billion new handsets will be sold in 2008
      and
      in 2010 the number is estimated to be 1.75 billion new handsets sold. Implied
      longevity of each handset is expected to be around 27.5 months globally at
      this
      time, assuming the number in use globally is 4 billion. This shorter handset
      duration is a factor of consumer familiarity – the more a mobile phone
      becomes an everyday tool, the more the fashion elements of its offering matter.
      In the handset market “fashion” is not just design (factors such as the handset
      being a slider, flip phones, chocolate block, or its thickness, color, etc.
      play
      a role). Functionality (color screens, cameras, mobile Internet, etc.) also
      matter at least as much. Changing fashion means that people change their
      handsets.




Nokia
      made an impressive 39% of these unit sales through 2007, approximately 450
      million handsets. This percentage has increased over the last 3 years, resulting
      in Nokia regaining its 40% dominance of the market. Motorola is the major loser
      in this war, as recent press results confirm. Nokia sells more handsets than
      Samsung (the number 2 competitor) and Motorola (the number 3 competitor) do
      combined.




New
      handsets tend to have much higher functionality than the handsets they replace
      and this rate of change is getting faster across the globe. As a result, the
      capability of the world’s embedded handset base is becoming higher and higher
      over time.




Network
      capability




Mobile
      networks are effectively sub-3G capable – and will remain so for some time.
      There were just 196 million true 3G connections at end 2007, out of the recorded
      3,331 million mobile connections recorded by the 3GSMA. However, if CDMA 1X
      EV-DO connections (90 million) are added, this jumps to 286 million; but to
      say
      that all 90 million are 3G is stretching the point, despite the fact that the
      industry often uses this combined metric. Even including these connections,
      the
      percentage of 3G users is just 8.59% of the world’s mobile subscribers. This is
      widely expected to grow to be in excess of 1 billion by the end of 2011. Even
      at
      that point, 3G would make up less than 22.5% of the world’s forecasted mobile
      subscribers – and in fact forecasts for 3G subscribers have consistently
      been more optimistic than actual outcomes (exactly the reverse of the case
      with
      2.5G usage).




3




We
      believe that the reality is that for some considerable period of time, the
      mobile base across the world will remain a 2.5G connectivity world. 3G is simply
      not a real threat yet – nor a big enough differentiator to be appealing to
      consumers. The biggest threat to 3G network adoption is the advent of 4G. In
      practice this technology already exists in the form of Wi-Fi (Wi-Max). 4G
      represents practical handset connectivity that is 20 times (or more) that of
      2.5G (3G is just 2.5 times the connectivity, at best). It is obvious that many
      mobile network operators around the world are holding out for this technology.
      Handset manufacturers (mainly lead by Nokia) are also looking forward to this
      technology being adopted as the de-facto standard connectivity medium, making
      an
      increasing range of their handsets and mobile products Wi-Fi enabled. Some
      mobile network operators are actively engaged in the development and deployment
      of such networks already. Sprint in the United States and T-Mobile (Deutsche
      Telekom) in Germany are 2 such examples.




The
      only
      question remaining is how long will 4G take to be delivered? 4G type networks
      will start to be deployed in the next 18 months, but like the original 3G
      networks in 2002, these will take some years to gain market traction and use.
      We
      believe that it is unlikely that 4G will replace 2G until 2020 at the earliest
–
and even then, we expect that 2G networks will probably run alongside 4G
      networks to provide communications coverage where 4G does not reach.




**Our
      Principal Products and Services**




Our
      products and services can principally be broken down into three
      categories:




·
            ROK
                TV, FreeBeTV and News On Demand - Mobile Streaming Video;




·
            Our
                mobile applications and software; and




·
            Our
                hardware sales including carriers changing to white-labeled branding
                rather than manufacturer branding.




**ROK
      TV** is a
      mobile TV application which can be white-labeled and distributed through
      partners or network operators. It is compatible with a wide range of devices
      from Symbian, Windows and Java handsets. ROK TV is currently operational as
      follows:




·
            US
                - ROK own brand,




·
            UK
                - ROK own brand, ROK Mobile, Rhythm
                TV,




·
            Turkey
                - MobilTurk,




·
            Germany
                - Mobilturk,




·
            Thailand
                - AIS,




·
            Pakistan
                - Telenor,




·
            South
                Africa - Vodacom,




·
            Europe
                - Nokia (E-series handsets),




·
            India
                - BSNL, and




·
            China
                - ROK New Net.




4





**FreebeTV** (on both
      mobile and PC) is a simple but very effective streaming service designed to
      be
      advertisement supported rather than subscription led. For mobile, instead of
      using an application (so no download is required), it uses the handset’s native
      media player. We encode, supply and distribute the channels/content from our
      servers and manage the content on offer. For PC, users download the application
      and can view the same channels as on a mobile device but at a higher stream
      rate
      (better quality) than over GPRS. The current FreebeTV customers
      are:




·
            US
                - ROK own brand, Nokia Video Centre, YuuZoo (PC player
                only),




·
            UK
                - ROK own brand, and




·
            Brazil
                - ROK own brand.




**News
      On Demand** is a
      push service designed for the user who wants regular updates without having
      to
      remember to access the service. Users subscribe to a list of channel genres
      such
      as news, weather, sports and entertainment and receive updates via MMS or email,
      direct to their mobile. Each clip is a maximum of 60 seconds and is pushed
      to
      the user whenever updated (a maximum of 3 times a day). The nature of the push
      service increases active usage as content is sent only when an update is
      available. The user can choose to watch when received or at anytime thereafter.
      As the message is sent by MMS or email, the 60 second update is available to
      view until the user deletes it. News On Demand is a relatively new product
      for
      us and is live and awaiting promotion with:




·
            China
                - ROK New Net, and




·
            Pakistan
                - Telenor.




In
      addition planned deployments include:




·
            South
                Africa - Exact Mobile, and




·
            South
                Africa - Foneworx




The
      product is currently being actively sold to all existing ROK TV customers as
      a
      value added service.




We
      have
      developed a number of mobile applications and software. The following have
      been
      launched or are in final testing prior to deployment:




**ROK
      Comics** allows
      users to subscribe and download branded comics specifically formatted for mobile
      viewing. In addition ROK Comics also allows users to create their own comics
      which they upload for publishing, and for others to view. Professional
      publishing tools are provided for licensors to publish their own
      material.




**ANSA** is a
      question-and-answer service available to all mobile handsets. The service is
      fully developed and live in the United States, United Kingdom, Pakistan and
      South Africa and available as an SMS text service, WAP service and Symbian
      application. Run as an own-brand and/or white-label service, the user simply
      types in the question and within a few minutes receives the answer from one
      of
      our call center operatives. This is ideal for any question but also for specific
      genres such as traffic, weather, sports, science or even a phone directory
      service such as 118118. Billing is done via reverse bill SMS with pricing
      decided on a territory-by-territory basis.




**BluBox** ,
      in
      simplistic terms, is an image compression program for digital photos. The
      application allows the user to quickly compress and decompress digital photos
      so
      they can be emailed, uploaded and stored more easily and efficiently. Using
      BluBox technology, digital photos are reduced, without any visible loss of
      quality (even when printed) by up to 95%. Depending on Internet connection
      speeds, this enables digital photos to be sent faster, and allows storage
      devices to store many more photos. The software also comes with a built-in
      image
      viewer.




**PowerPressed** is
      designed to work directly with Microsoft’s PowerPoint presentations.
      PowerPressed offers a simple and cost-effective solution to the storing and
      sending of large PowerPoint documents. PowerPressed optimizes and compresses
      PowerPoint presentations, reducing the size so they can be emailed, transferred
      and stored more efficiently. There is no zip/unzip process and no need for
      the
      recipient to have the software. PowerPressed does not alter the presentation
      in
      any way; it simply compresses the information, reducing the size of each slide
      with a click of a button. Depending on the data in the presentation, some
      PowerPoint’s have reduced from 20 MB to 1 MB – allowing emerging markets
      with no broadband to easily send large presentations without taking hours to
      send and receive, and allowing companies with limits set by firewalls to receive
      presentations without the need to store on FTP sites for access.




5




**Fonepark** is a
      content delivery platform designed to make every PC user into a mobile content
      distributor and sales site. Each user can customize their web/WAP site with
      their own favorites and content themed to their interests. Each user that sells
      content receives 80% of the available revenue. All the content is licensed
      to,
      or owned by us and we receive 20% of every sale.




All
      our
      services, applications and software are designed to be white-labeled to fit
      customers needs and desires and exploit brand loyalty.




**ROK
      Hard** is
      primarily involved in the sourcing, transport and distribution of hardware
      including primarily, but not exclusively, mobile handsets to retail outlets,
      both independent and mobile network operator-tied, in the United Kingdom and
      elsewhere. As part of the distribution of handsets, this business unit is
      involved in the cross-sale of the range of our products, applications and
      services to handset and hardware manufacturers and retailers.




**Our
      Markets and Customers**




We
      distribute our products and services, and generate revenues, through a number
      of
      joint ventures and overseas operations and proposed arrangements as summarized
      below:




·
            ROK
                New Net – China (50%
                ownership),




·
            ROK
                Asia – Pakistan (60% ownership),




·
            Moving
                TV – Thailand agency,




·
            Fun
                Little Movies – United States (51%
                ownership),




·
            Geniem
                – Finland (51% Ownership),




·
            ROK
                Russia – Russia (51% Ownership),




·
            ROK
                Brazil – Brazil (50% Ownership),




·
            ROK
                Australia – Australia (100% Ownership),
                and




·
            BluBox
                – (51% ownership).




Our
      major
      customers across all our products and services are:




·
            BT
                – United Kingdom,




·
            Claires
                Accessories – United Kingdom,




·
            Bauer
                (Formerly EMAP) – United Kingdom,




·
            Data
                Select (distributor of handsets and accessories in the United
                Kingdom)




·
            QVC
                – United Kingdom,




6




·
            NHS
                – United Kingdom,




·
            Virgin
                Mobile – United Kingdom and United
                States,




·
            Sprint
                – United States,




·
            Wireless
                Development Agency – United States,




·
            Nokia
                – Global,




·
            Telenor
                Group – Global,




·
            ACDSee
                – Global,




·
            Tata
                Communications – Global,




·
            Samsung
                – Europe, Middle East and Asia,




·
            Telefonica
                – Spain,




·
            Telenor
                – Pakistan,




·
            Paktel
                – Pakistan (Part of China Mobile),




·
            BSNL
                – India,




·
            Airtel
                – India,




·
            Warid
                – Bangladesh,




·
            Exact
                Mobile – South Africa,




·
            Vodacom
                – South Africa,




·
            Foneworx
                – South Africa,




·
            Celltel
                – Zambia,




·
            Wataniya
                – Maldives (Part of Qtel Group),




·
            China
                Mobile – China, and




·
            AIS
                – Thailand.




·
            Meridian
                Mobile PVT Limited – India




·
            Euroset
                Karakhstan LLP – Kazakstan




·
            Euroset
                – Ukraine




·
            Allo
                – Ukraine




·
            Mobikom
                – Ukraine




7




Net
      sales
      per geographic region, based on location of end customer, are summarized as
      follows (values in thousands of dollars):





**Year ended**
              **March 31,**
            
            **Year ended**
              **March 31,****2008**
            
            **2007****PRODUCT
                SALES**USA
            
            $
            67
            
            $
            1UK
            
            
            3,463
            
            
            933Europe
            
            
            2,564
            
            
            7India
            
            
            3,891
            
            
            -Kazakstan
            
            
            1,498
            
            
            -South
                Africa
            
            
            -
            
            
            219Other
                rest of world
            
            
            114
            
            
            23$
            11,597
            
            $
            1,183**SERVICES
                SALES**UK
            
            $
            2,021
            
            $
            71Europe
            
            
            -
            
            
            6Rest
                of world
            
            
            967
            
            
            2,944$
            2,988
            
            $
            3,021**TOTAL
                SALES**
            
            $
            14,585
            
            $
            4,204




For
      the
      last fiscal year, our three largest customers were Meridian Mobile PVT Limited,
      Euroset Karakhstan LLP and Euroset, accounting for 26.6%, 9.7% and 6.3% of
      our
      revenues, respectively.




**Our
      Major Content Partners and Suppliers**




We
      rely
      on a number of content providers for the content we distribute in our products
      and services. Our major content partners across our product and services
      portfolio are:




·
            Euronews
                – News,




·
            CNBC
                – News,




·
            Al
                Jazeera – News,




·
            ITN
                – News,




·
            Bloomberg
                – News,




·
            SNTV
                – Sports,




·
            Extreme
                Sports – Sports,




·
            Sport
                DNA – Sport,




·
            V2
                – Music,




·
            Eye
                Music Network – Music,




8




·
            Vidzone
                – Entertainment,




·
            Blip
                TV – Entertainment,




·
            Fun
                Little Movies – Entertainment,




·
            Comedy
                Time – Entertainment, and




·
            Out
                There TV – Entertainment.




Our
      principal suppliers constitute our cost of content and distribution and cost
      of
      handsets, and we also receive supplies for connectivity and other operational
      costs. We also receive supplies for precious gems and notebooks and laptops.
      The
      principal suppliers of products and services and what they supply are as
      follows:





**Products**




Supplier
            
            Value 1,000's
                $
            
            SupplyNichefindfinder (S’Pore) PTE Ltd
            
            
            7,769
            
            
            Mobile hardware (handsets)Rapaport Diamond Corporation
            
            
            585
            
            
            Diamonds and precious gemsUniwill/Elite Group Computer Systems
            
            
            515
            
            
            Laptop components





**Services**




Supplier
            
            Value 1,000's
                $
            
            SupplyMicrosoft Licensing
            
            
            543
            
            
            Operating system licencesBaker Tilly UK Audit LLP
            
            
            407
            
            
            UK audit servicesReal Networks Ltd
            
            
            360
            
            
            Software
                and development





**Research
      and Development**




Ongoing
      product research and development is essential to our ability to stay competitive
      in the marketplace as a software solution provider. From the analysis and
      adoption of new communication technologies, to new computer hardware and display
      technologies, to the expansion of media display options, we are continually
      enhancing our product offering. In connection with our research and development
      activities, we apply for, and have to date been successful in obtaining,
      Research and Development tax credits from Her Majesty’s Revenue and Customs in
      the United Kingdom.




**Intellectual
      Property**




We
      depend
      on our ability to develop and maintain the proprietary aspects of our technology
      to distinguish our products from our competitors’ products. To protect our
      proprietary technology, we rely primarily on a combination of confidentiality
      procedures, copyright, trademark and patent laws. It is our policy to require
      employees and consultants to execute confidentiality agreements and invention
      assignment agreements upon the commencement of their relationship with us.
      These
      agreements provide that confidential information developed or made known during
      the course of a relationship with us must be kept confidential and not disclosed
      to third parties except in specific circumstances and for the assignment to
      us
      of intellectual property rights developed within the scope of the employment
      relationship.




9




As
      of
      June 30, 2008, we had the following patent applications granted or
      pending:


**Application
                    No:**
                
                **Description:**
                
                **Patent
                    No:**
                
                **Status**0423761.6
                
                Handling
                    or Storing Content - UK
                
                GB2410817
                
                Granted0413231.1
                
                Providing
                    Audio Visual Content - U.K
                
                GB2410146
                
                Granted0602328.7
                
                Providing
                    Audio Visual Content (Configuring content for MMC) - U.K
                
                GB2421394
                
                Granted0617189.6
                
                MMC
                    with DRM - U.K - Divisional Application Content stored on a memory
                    card
                    with DRM
                
                GB2427785
                
                Granted0617190.4
                
                MMC
                    with content adjusted for volume size, U.K. Content optimized
                    for best use
                    of available memory card space
                
                GB2427976
                
                GrantedPI0405684-1
                
                Handling
                    or Storing Content, Brazil
                
                
                
                Pending0512086.0
                
                Digital
                    Fingerprint, U.K.
                
                
                
                Pending0513057.0
                
                ROK
                    Home TV – Handling Content, U.K.
                
                
                
                PendingIB2005/051965
                
                Media
                    Player, International PCT
                
                
                
                Pending60/624,132
                
                Handling
                    or Storing Content, U.S
                
                
                
                Pending062756.9
                
                Digital
                    Fingerprint (New Application), U.K
                
                
                
                Pending11/360,722
                
                Digital
                    Fingerprint, U.S
                
                
                
                Pending95106304
                
                Digital
                    Fingerprint, Taiwanese
                
                
                
                PendingEP2006/063216
                
                Purchasing
                    a track playing on ROK Radio, PCT
                
                
                
                PendingPI
                    2006 3040
                
                ROK
                    Home TV, Malaysian
                
                
                
                Pending95123152
                
                ROK
                    Home TV, Taiwan
                
                
                
                Pending0601002716
                
                Purchasing
                    a track playing on ROK Radio, Thailand
                
                
                
                Pending0621132.0
                
                ROK
                    Media Store, U.K
                
                
                
                Pending0621131.2
                
                iPod
                    Killer, U.K
                
                
                
                PendingPending
                
                Providing
                    Audio Visual Content, India
                
                
                
                PendingPending
                
                Providing
                    Audio Visual Content, Europe
                
                
                
                Pending0512085.2
                
                Purchasing
                    a track playing on ROK Radio, U.K.
                
                
                
                Pending11/151,701
                
                Plural
                    Media Players and Loader Program,
                
                
                
                Pending60/617.877
                
                Handling
                    or Storing Content, U.S.
                
                
                
                PendingEP2006/060228
                
                Providing
                    Audio Visual Content, PCT
                
                
                
                Pending06003257.7
                
                VoIP
                    Application on MMC, U.K
                
                
                
                PendingEP2006/0602283594
                
                Digital
                    Fingerprint, PCT
                
                
                
                PendingPI
                    2006 0810
                
                Digital
                    Fingerprint, Malaysia
                
                
                
                PendingEP2006/063594,
                
                Handling
                    Content, PCT
                
                
                
                PendingPI
                    2006 2815
                
                Purchasing
                    a Track playing on ROK Radio, Malaysian
                
                
                
                Pending95123152
                
                ROK
                    Home TV, Taiwan
                
                
                
                PendingPending
                
                Digital
                    Fingerprint, Thailand
                
                
                
                Pending0601003005
                
                ROK
                    Home TV, Thailand
                
                
                
                Pending0621134.6
                
                ROK
                    Star / WAGR, U.K
                
                
                
                PendingPending
                
                Providing
                    Audio Visual Content, Russia
                
                
                
                PendingPending
                
                Providing
                    Audio Visual Content, China
                
                
                
                PendingPending
                
                Providing
                    Audio Visual Content, U.S.
                
                
                
                PendingPending
                
                Providing
                    Audio Visual Content, Russian
                
                
                
                PendingPending
                
                Providing
                    Audio Visual Content, Chinese
                
                
                
                PendingPending
                
                Providing
                    Audio Visual Content, US
                
                
                
                PendingFiling No. 0723325.7
                
                Method
                    for making Internet private - UK
                
                
                
                Awaiting
                    publication of filing




10




Highly
      technical patents can take up to six years to issue and we cannot assure you
      that any patents will be issued from the pending applications we have filed,
      or
      if issued, that the patents will provide significant protection to
      us.




**Government
      Regulation**




Mobile
      TV
      is very new and is not yet regulated in most of the world. However, each mobile
      network operator (MNO) must abide by the regulations, if any, set by their
      respective governing bodies. Adherence to any such regulations is the
      responsibility of the MNOs themselves, and liability for failure to adhere
      to
      them also lies with the MNOs, rather than of content/service providers like
      us.
      Such regulations generally cover pricing and age verification methods.
      Typically, these relevant regulations imposed on the networks or telephone
      communication providers are embedded as part of contractual obligations we
      undertake for the services we offer through the distribution
      partners.




As
      stated
      above, mobile TV is not yet regulated in most of the world; however, one
      territory where regulation has just begun is Pakistan. As such, ROK Asia has
      received its official license to broadcast on mobile devices, which license
      is
      issued by the Pakistan Electronic Media Regulatory Authority (PEMRA) pursuant
      to
      Pakistan Electronic Media Regulatory Authority Ordinance No. XIII, as amended
      by
      the Amendment Act 2007. This five-year license allows us to provide mobile
      TV
      services to any MNO in Pakistan.




Other
      services that we operate, including the use of billing subscriptions for various
      services offered to end users, are subject to regulation. In the United Kingdom,
      the Independent Committee for the Supervision of Standards of Telephone
      Information Services (ICSTIS) is the regulatory body for the premium rate
      telecommunications industry. ICSTIS (www.icstis.org.uk), renamed Phonepay Plus
      (www.phonepayplus.org.uk), is the industry-funded regulatory body for all
      premium rate charged telecommunications services. This organization regulates
      the content and promotion of services through a Code of Practice, investigates
      complaints, and has the power to fine companies and bar access to services.
      In
      addition, it offers free copy advice and guidance to both existing and new
      service providers. The Eleventh Edition of the Code of Practice took effect
      on
      January 4, 2007. For all of our U.K. services falling within this category,
      we
      follow the Code of Practice set by ICSTIS/Phonepay Plus.




**Competition**




We
      face
      the following four main types of competitor:




·
            Single
                service competitors in the mobile media space, for example MobiTV
                competing with our ROK TV service.




·
            Mobile
                aggregators who are regional in scope and limited to mobile/telephony
                delivery in scale, mainly concentrating on the strict mobile consumer.
                They are generally limited to second string contents/services, but
                are
                well adapted to compete in the emerging mobile media space, albeit
                in a
                limited form, by providing an array of services and products that
                compete
                with our own.




11




·
            Studios
                or content/entertainment originators who are looking to distribute
                directly. These include a large range of individual originators,
                including
                games providers, news agencies and music
                publishers.




·
            Cable/broadcaster
                incumbents in the media industry including organizations such as
                BSkyB,
                other cable organizations and even free-to-air broadcasters such
                as HBO.
                In the main they aggregate and bundle contents. These competitors
                are
                generally aggressive convergence believers, bringing media distribution,
                Internet provisioning and telecommunications together. Most of the
                larger
                competitors have either already added mobile to this list or intend
                to.




As
      set
      forth above, we operate in a highly competitive global market. Many of our
      competitors have significantly greater financial and other resources than we
      have. However, given that the size of the worldwide market of mobile phone
      users
      reached 3 billion subscribers worldwide in August 2007, and is expected to
      exceed 4 billion subscribers by the end of 2010, we believe that there is space
      for a number of smaller product and service providers like us in the mobile
      phone user market.




**Employees**




We
      refer
      to our employees as associates. As of June 30, 2008 we had 177 associates in
      total, of whom 162 were full-time associates employed in programming,
      networking, designing, training, sales/marketing and administration
      areas.




**Organizational
      History**




ROK
      Entertainment Group Inc. is a Delaware corporation. We were formed originally
      as
      a Nevada corporation in April 1987.




On
      November 14, 2007, we completed a share exchange transaction pursuant to the
      terms of a Share Exchange Agreement, dated as of April 27, 2007, as amended
      by
      Amendment No. 1 thereto dated July 10, 2007, Amendment No. 2 thereto dated
      as of
      November 12, 2007, and Amendment No. 3 thereto dated as of November 14,
      2007 (as so amended, the Share Exchange Agreement). Under the Share
      Exchange Agreement, we acquired substantially all of the outstanding ordinary
      shares of Rok Entertainment Group Limited, a corporation organized under the
      laws of England and Wales (“ROK”). ROK was founded in May 2004 with the
      intention to design and develop the technology required to deliver audio-visual
      content to mobile phones. In November 2007, just prior to the share exchange,
      ROK completed the acquisition of the share capital of Rok Corporation Limited,
      a
      corporation organized under the laws of England and Wales (“RCL”), which was
      founded in 2002 to create new technology for the delivery and play of gaming
      devices to mobile phones. Following the share exchange transaction, the existing
      stockholders of ROK became the majority owners of our company.




Prior
      the
      share exchange transaction, we were a non-operating public shell company named
      Cyberfund, Inc. Following the share exchange transaction, we reincorporated
      in
      Delaware, changed our name to ROK Entertainment Group Inc. and continued to
      carry on the operations of ROK as our sole business. In connection with the
      name
      change, we obtained the new ticker symbol ROKE.OB for quotation on the OTC
      Bulletin Board. For accounting purposes, the share exchange was treated as
      a
      recapitalization of ROK with ROK as the acquirer (a reverse acquisition). The
      historical financial statements prior to November 14, 2007 are those of ROK.
      As
      a result of the share exchange, the current operations of our company described
      in this annual report on Form 10-KSB bear little resemblance to those in our
      annual report on Form 10-KSB for the year ended December 31, 2006.




**The
      Share Exchange Transaction**




Pursuant
      to the Share Exchange Agreement, we issued 45,956,161 shares of our common
      stock, par value $.001 per share, in exchange for substantially all the ordinary
      shares of ROK. At closing, shareholders of ROK received approximately 5.56
      shares of our common stock for each ordinary share of ROK in the share exchange
      transaction. As a result, at closing we issued 45,956,161 shares of our common
      stock to the former shareholders of ROK, representing 92% of our outstanding
      common stock following the share exchange transaction, in exchange for the
      outstanding ordinary shares of ROK. The consideration issued in the share
      exchange transaction was determined as a result of arm’s-length negotiations
      between the parties.




12




In
      addition, all outstanding stock options issued by ROK prior to the closing
      of
      the share exchange transaction to purchase ordinary shares of ROK were amended
      to become stock options to purchase our common stock on substantially same
      terms
      and conditions as those options issued by ROK under its previous option scheme,
      except that the number of shares issuable upon the exercise of such options
      was
      amended to reflect the applicable share exchange ratio. At the closing of the
      share exchange transaction, these options were amended to become stock options
      to purchase 6,599,389 shares of our common stock.




On
      November 10, 2007, prior to the closing of the share exchange transaction,
      our
      board of directors and holders of a majority of our shares of common stock
      adopted and approved a new 2007 Incentive Compensation Plan. The purpose of
      the
      2007 Incentive Compensation Plan is to attract, motivate, retain and reward
      high-quality executives and other employees, officers, directors, consultants
      and other persons who provide services to us and our subsidiaries by enabling
      such persons to acquire or increase a proprietary interest in us. The plan
      reserves 9,000,000 authorized, unissued shares of common stock for grant
      awards.




The
      shares of our common stock issued to the former holders of ROK ordinary shares
      as part of the share exchange transaction were not registered under the
      Securities Act of 1933, as amended. These shares may not be sold or offered
      for
      sale in the absence of an effective registration statement for the shares under
      the Securities Act of 1933, as amended, or an applicable exemption from the
      registration requirements. Certificates evidencing these shares of common stock
      contain a legend stating the same.




**Changes
      Resulting from Share Exchange Transaction**




We
      carry
      on ROK’s business as our sole line of business. ROK is based in Wolverhampton,
      England, and is engaged in the business of delivering audio-visual content
      to
      mobile phones. We have relocated our executive offices to those of ROK at ROK
      House, Kingswood Business Park, Holyhead Road, Albrighton, Wolverhampton, WV7
      3AU, United Kingdom. Our telephone number is 011-44-1902-374896, and our website
      is located at www.rokent.com. The contents of ROK’s website are not part of this
      current report and should not be relied upon with respect thereto.




Prior
      to
      the share exchange transaction, there were no material relationships between
      us
      and ROK or any of our respective affiliates, directors or officers, or any
      associates of the respective officers or directors. All of our pre-share
      exchange liabilities were extinguished prior to the completion of the share
      exchange transaction.




Under
      Oklahoma law, we did not need the approval of our stockholders to complete
      the
      share exchange transaction. The share exchange transaction was previously
      approved by substantially all of the holders of ROK ordinary shares under the
      Companies Law of England and Wales.




**Expansion
      of Board of Directors; Management**




In
      accordance with our by-laws for filling newly-created board vacancies, Mark
      G.
      Hollo and William J. Reilly, existing Cyberfund directors, appointed Jonathan
      Kendrick and Laurence Alexander, previous directors of ROK, to serve as
      additional directors of our company effective at the closing of the share
      exchange transaction. James Kendrick, Lord (Benjamin) Mancroft and Alex Renny
      were also appointed as directors effective upon compliance by us with the
      provisions of Section 14(f) of the Securities Exchange Act and Rule 14f-1 under
      that act.




On
      November 14, 2007, Jonathan Kendrick was appointed as our Chairman of the Board,
      Laurence Alexander was appointed as our President and Chief Executive Officer,
      James Kendrick was appointed as our Chief Operating Officer and Alex Renny
      was
      appointed as our Chief Financial Officer. At the same time, Messrs. Hollo and
      Reilly resigned as officers of our company.




13




**Accounting
      Treatment; Change of Control**




The
      share
      exchange transaction is being accounted for as a “reverse acquisition,” since
      the former shareholders of ROK own a majority of the outstanding shares of
      our
      common stock immediately following the transaction. ROK is deemed to be the
      acquirer in the reverse acquisition and, consequently, the assets and
      liabilities and the historical operations that are reflected in our financial
      statements are those of ROK and are recorded at the historical cost basis of
      ROK. Except as described in the previous paragraphs, no arrangements or
      understandings exist among present or former controlling stockholders with
      respect to the election of members of our board of directors and, to our
      knowledge, no other arrangements exist that might result in a change of control
      of our company. Further, as a result of the issuance of 45,956,161 shares of
      our
      common stock, a change in control of our company occurred on the closing date
      of
      the share exchange transaction. We will continue to be a “smaller reporting
      company,” as defined under the Securities Exchange Act of 1934, following the
      share exchange transaction.




**Change
      in Shell Company Status.**




As
      a
      result of the completion of the share exchange transaction, we ceased being
      a
“shell company,” as defined in Rule 12b-2 under the Securities Exchange Act of
      1934, as amended.




**ITEM
      1A**  ***RISK
      FACTORS***




*An
      investment in our common stock involves a high degree of risk. You should
      carefully consider the following material risks, together with the other
      information contained in this annual report, before you decide to buy our common
      stock. If any of the following risks actually occur, our business, results
      of
      operations and financial condition would likely suffer. In these circumstances,
      the market price of our common stock could decline, and you may lose all or
      part
      of your investment.*




**Risks
      Related to Our Business**




***Our
      operations and business are subject to the risks of an early stage company
      with
      limited revenue and a history of operating losses. We have incurred losses
      since
      inception, and we have had only nominal revenue. We may not ever become or
      remain profitable.***




Since
      inception, we have had limited revenue from the sale of our products and
      services, and we have had losses. Our net losses for the years ended March
      31,
      2008 and 2007 are $36.555 million and $12.735 million, respectively, and our
      accumulated deficits as of March 31, 2008 and 2007 are $78.022 million and
      $41.467 million, respectively. We expect to increase our spending significantly
      as we continue to expand our infrastructure and our sales and marketing efforts
      and continue research and development.




We
      have
      not been profitable in any year of our operating history and anticipate
      incurring additional losses into the foreseeable future. We do not know whether
      or when we will become profitable. Even if we are able to achieve profitability
      in future periods, we may not be able to sustain or increase our profitability
      in successive periods. We expect to require additional financing in the future
      to support our operations. For further information, please review the risk
      factor “We need to raise additional funds to maintain our current operations and
      these may not be available, which would require us to curtail our activities
      significantly, or if available may result in significant dilution.”




We
      have
      formulated our business plans and strategies based on certain assumptions
      regarding the acceptance of our business model and the marketing of our products
      and services. However, our assessments regarding market size, market share,
      or
      market acceptance of our services or a variety of other factors may prove
      incorrect. Our future success will depend upon many factors, including factors
      which may be beyond our control or which cannot be predicted at this time.




There
      is
      limited operating and financial information to evaluate our historical
      performance and our future prospects. We face the risks and difficulties of
      a
      development-stage company including the uncertainties of market acceptance,
      competition, cost increases and delays in achieving business objectives. We
      cannot assure you that we will succeed in addressing any or all of these risks
      or that our efforts will generate significant revenue or achieve future
      profitability. Our failure to do so would have an adverse effect on our
      business, financial condition and operating results.




14




***We
      need to raise additional funds to maintain our current operations and these
      may
      not be available, which would require us to curtail our activities
      significantly, or if available may result in significant
      dilution.***




Based
      on
      our present recurring operating costs and the current level of cash resources
      available to us, we have an immediate requirement to raise funds. Adequate
      funds
      for our operations, whether from financial markets, collaborative or other
      arrangements, may not be available when needed or, if available at all, on
      terms
      attractive to us. If adequate funds are not available, our plans to expand
      our
      business would be adversely affected and we could be required to curtail our
      activities significantly. If such funds are available, their terms may result
      in
      a significant level of dilution to our existing stockholders, the funds may
      be
      raised at levels below the current “market price” of our shares or, if raised
      through debt financing, may involve restrictive covenants. Our future cash
      requirements will depend on many factors, including our ability to successfully
      market and sell our products, develop new products and establish and leverage
      our strategic partnerships and reseller relationships. In order to meet our
      future needs, we expect that we will need to raise further additional funding.




***We
      have a number of outstanding debt obligations that we may not be able to
      service.***




As
      of
      March 31, 2008, we owed John Paul DeJoria, a co-founder, $13,120,000 excluding
      accrued interest which, as of March 31, 2008, totaled approximately $2,264,633.
      These amounts were lent through a number of promissory notes that begin to
      mature in March 2009.




As
      of
      March 31, 2008, we also owed Jonathan Kendrick, our Chairman and a co-founder,
      $5,564,521 including accrued interest.




We
      may
      not be able to repay these debts to our co-founders or pay the interest due
      on
      them on their respective maturity dates.




We
      also
      have several outstanding demand notes in the amount of £200,000, or
      approximately $400,000, which may need to be paid immediately upon any demand
      received. We have not received to date any demand for immediate repayment for
      any such demand notes. However, there is a possibility that such notes, which
      are primarily with our shareholders, co-founders and associated companies,
      may
      need to be paid immediately upon any demand received, and we may not have
      sufficient funds on hand to make such payments when received.




***Because
      mobile media technology is new and evolving, its future growth or ultimate
      market size is difficult to predict. Our business will not grow or may grow
      less
      rapidly if the use of mobile media does not continue to
      grow.***




Our
      industry is still in the early stages of market acceptance of mobile media
      products and related services and is subject to rapid and significant
      technological change. Because of the new and evolving nature of mobile media
      technology, it is difficult to predict the size of the market, the rate at
      which
      the market for our products and services will grow or be accepted, if at all,
      or
      whether emerging technologies will render our products and services less
      competitive or obsolete. If the market for our products and services fails
      to
      develop or grows less rapidly than anticipated, our business would be
      significantly impacted.




***If
      our products and services do not achieve market acceptance, we may not achieve
      our revenue and earnings goals in the time projected, or at
      all.***




If
      we are
      unable to operate our business as contemplated by our business plan or if the
      assumptions underlying our business model prove to be unfounded, we could fail
      to achieve our revenue and earnings goals within the time we have projected,
      or
      at all, which would have a detrimental effect on our business.




***Our
      operating results will be harmed if we are unable to manage and sustain our
      growth.***




Our
      business is unproven on a large scale and actual operating margins may be less
      than expected. If we are unable to scale capacity efficiently, we may fail
      to
      achieve expected operating margins, which would have an adverse effect on our
      operating results.




15




***Our
      industry is characterized by frequent technological change. If we are unable
      to
      adapt our products and develop new products to keep up with these rapid changes,
      we will not be able to obtain or maintain market
      share.***




The
      market for our products and services is characterized by rapidly changing
      technology, evolving industry standards, changes in customer needs, heavy
      competition and frequent new product introductions. If we fail to develop new
      products or modify or improve existing products in response to these changes
      in
      technology, customer demands or industry standards, our products and services
      could become less competitive or obsolete.




We
      must
      respond to changing technology and industry standards in a timely and
      cost-effective manner. We may not be successful in developing or using new
      technologies, designing new products or enhancing existing products in a timely
      and cost effective manner. These new technologies or enhancements may not
      achieve market acceptance. Our pursuit of necessary technology may require
      substantial time and expense. We may need to license new technologies to respond
      to technological change. These licenses may not be available to us on terms
      that
      we can accept. Finally, we may not succeed in adapting our products to new
      technologies as they emerge.




***Our
      prospective customers often take a long time to evaluate our products and
      services, and this lengthy and variable sales cycle makes it difficult to
      predict our operating results.***




It
      is
      difficult for us to forecast the timing and recognition of revenues from sales
      of our products and services because our prospective customers often take
      significant time to evaluate our products and services before purchasing them.
      The period between initial customer contact and a purchase by a customer may
      be
      more than one year. During the evaluation period, prospective customers may
      decide not to purchase or may scale down proposed orders of our products and
      services. Our prospective customers routinely require education regarding the
      use and benefit of our products and services and this may also lead to delays
      in
      receiving customers’ orders.




***Because
      our future business model relies upon strategic partners and resellers, we
      expect to face risks not faced by companies with only internal sales
      forces.***




We
      currently sell our products and services through an internal sales force,
      strategic partners and resellers. We anticipate that strategic partners and
      resellers will become a larger part of our sales strategy. We may not, however,
      be successful in forming relationships with qualified partners and resellers.
      If
      we fail to attract qualified partners and resellers, we may not be able to
      expand our sales network, which may have an adverse effect on our ability to
      generate revenues. Our reliance on partners and resellers involves several
      risks, including the following:




·
            we
                may not be able to adequately train our partners and resellers to
                sell and
                service our products and services;




·
            they
                may emphasize competitors’ products and services or decline to carry our
                products and services; and




·
            channel
                conflict may arise between other third parties and/or our internal
                sales
                staff.




***Difficulty
      in developing and maintaining relationships with third party manufacturers,
      suppliers and service providers could adversely affect our ability to deliver
      our products and meet our customers’ demands.***




We
      rely
      on third parties to manufacture and supply parts and components for some of
      our
      products. Our strategy to rely on third party manufacturers, suppliers and
      service providers involves a number of significant risks, including the loss
      of
      control over the manufacturing process, the potential absence of adequate
      capacity, the unavailability of certain parts and components used in our
      products and reduced control over delivery schedules, quality and costs. For
      example, we do not generally maintain a significant inventory of parts or
      components, but rely on suppliers to deliver necessary parts and components
      to
      third party manufacturers, in a timely manner, based on our forecasts. If
      delivery of our products and services to our customers is interrupted, or if
      our
      products experience quality problems, our ability to meet customer demands
      would
      be harmed, causing a loss of revenue and harm to our reputation. Increased
      costs, transition difficulties and lead times involved in developing additional
      or new third party relationships could adversely affect our ability to deliver
      our products and meet our customers’ demands and harm our business.




16




***Reductions
      in hardware costs will likely decrease hardware pricing to our customers and
      would reduce our per unit revenue.***




Our
      product pricing include standard percentage markups over our cost of product
      components. As such, any decrease in our costs to acquire such components from
      third parties will likely be reflected as a decrease in our hardware pricing
      to
      our customers. Therefore, reductions in such hardware costs could potentially
      reduce our revenues.




***We
      may experience fluctuations in our quarterly operating
      results.***




We
      may
      experience variability in our total sales on a quarterly basis as a result
      of
      many factors, including the condition of the industry in general, shifts in
      demand for software and hardware products and services, technological changes
      and industry announcements of new products and upgrades, absence of long-term
      commitments from customers, timing and variable lead-times of customer orders,
      delays in or cancellations of customer orders, effectiveness in managing our
      operations and changes in economic conditions in general. We may not consider
      it
      prudent to adjust our spending levels on the same timeframe; therefore, if
      total
      sales decline for a given quarter, our operating results may be materially
      adversely affected. As a result of the potential fluctuations in our quarterly
      operating results, we believe that period-to-period comparisons of our financial
      results should not be relied upon as an indication of future performance.
      Further, it is possible that in future quarters our operating results will
      be
      below the expectations of public market analysts and investors. In such event,
      the price of our common stock would likely be materially adversely affected.




***We
      may have difficulty managing growth in our operations as a result of limited
      management personnel and resources.***




We
      continue to undergo rapid change in the scope and breadth of our operations
      as
      the development and commercialization of our mobile media products and services
      advances. Such rapid change is likely to place a significant strain on our
      senior management team and other resources. We will be required to make
      significant investments in our technology, logistics, financial and management
      information systems and to motivate and effectively manage our employees. Our
      business, prospects, results of operations and financial condition could be
      harmed if we encounter difficulties in effectively managing the process of
      implementing such changes.




***Our
      future success depends on key personnel and our ability to attract and retain
      additional personnel.***




Our
      business plan requires us to hire a number of qualified personnel, as well
      as
      retain our current key management employees. Our key personnel include:




·
            Jonathan
                Kendrick, our Chairman of the Board;




·
            Laurence
                Alexander, our Chief Executive Officer and a director;




·
            Alex
                Renny, our Chief Financial Officer, Treasurer, Secretary and a director;




·
            James
                Kendrick, our Chief Operating Officer and a director;




·
            Jeremy
                Boswell, our Chief Technology Officer;




·
            Bruce
                Renny, our Chief Marketing Officer;




·
            Peter
                Boswell, our Chief Sales Officer;
                and




·
            Stuart
                Furnival, our Chief Global Accounts
                Officer.




If
      we
      fail to retain our key personnel or to attract, retain and motivate other
      qualified employees, our ability to maintain and develop our business may be
      adversely affected. Our future success depends significantly on the continued
      service of our key technical, sales and senior management personnel and their
      ability to execute our growth strategy. The loss of the services of our key
      employees could harm our business. We may in the future be unable to retain
      our
      employees or to attract, assimilate and retain other highly qualified employees
      who could migrate to other employers who offer competitive or superior
      compensation packages.




17




***We
      have grown, and may continue to grow, through acquisitions that give rise to
      unique risks and challenges that could adversely affect our future financial
      results.*** **




We
      have
      in the past acquired, and we expect to acquire in the future, other businesses,
      products and technologies. Acquisitions involve a number of special risks and
      challenges, including:




·
            complexity,
                time and costs associated with the integration of acquired business
                operations, workforce, products and technologies into our existing
                business, sales force, employee base, product lines and
                technology;




·
            diversion
                of management time and attention from our existing business and other
                business opportunities;




·
            loss
                or termination of employees, including costs associated with the
                termination or replacement of those
                employees;




·
            assumption
                of debt or other liabilities of the acquired business, including
                litigation related to alleged liabilities of the acquired
                business;




·
            the
                incurrence of acquisition-related debt, as well as increased expenses
                and
                working capital requirements;




·
            dilution
                of stock ownership of existing stockholders, or earnings per
                share;




·
            increased
                costs and efforts in connection with compliance with Section 404
                of the
                Sarbanes-Oxley Act;




·
            substantial
                accounting charges for restructuring and related expenses, write-off
                of
                in-process research and development, impairment of goodwill, amortization
                of intangible assets and stock-based compensation
                expense; and




·
            integrating
                acquired businesses has been and will continue to be a complex,
                time-consuming and expensive process, and can impact the effectiveness
                of
                our internal controls over financial
                reporting.




If
      integration of our acquired businesses is not successful, we may not realize
      the
      potential benefits of an acquisition or undergo other adverse effects that
      we
      currently do not foresee. To integrate acquired businesses, we must implement
      our technology systems in the acquired operations and integrate and manage
      the
      personnel of the acquired operations. We also must effectively integrate the
      different cultures of acquired business organizations into our own in a way
      that
      aligns various interests, and may need to enter new markets in which we have
      no
      or limited experience and where competitors in such markets have stronger market
      positions.




Any
      of
      the foregoing, and other factors, could harm our ability to achieve anticipated
      levels of profitability from acquired businesses or to realize other anticipated
      benefits of acquisitions. In addition, because acquisitions of technology
      companies are inherently risky, we cannot assure you that our previous or future
      acquisitions will be successful and will not adversely affect our business,
      operating results or financial condition.




***Our
      European and other international operations involve risks, including
      coordination of resources across borders, potential political changes, changing
      government regulations and local economic conditions, that could increase our
      expenses, adversely affect our operating results and require increased time
      and
      attention of our management.***




We
      derive
      a substantial majority of our revenues from customers located outside of the
      United States, and we have significant operations outside of the United States,
      including research and development, sales and customer support. We plan to
      expand our international operations, but such expansion is contingent upon
      the
      financial performance of our existing international operations, as well as
      our
      identification of growth opportunities. Our international operations are subject
      to risks in addition to those faced by our domestic operations,
      including:




18




·
            potential
                loss of proprietary information due to misappropriation or laws that
                may
                be less protective of our intellectual property rights;




·
            requirements
                of foreign laws and other governmental controls, including trade
                and labor
                restrictions and related laws that reduce the flexibility of our
                business
                operations;




·
            regulations
                or restrictions on the use of our products and services, or the use
                and
                retention of customers’ data;




·
            central
                bank and other restrictions on our ability to repatriate cash from
                our
                international subsidiaries or to exchange cash in international
                subsidiaries into cash available for use in the United States;




·
            fluctuations
                in currency exchange rates, economic instability and inflation in
                the
                United States and elsewhere that could make our products and services
                more
                expensive in certain countries or reduce our operating margins;




·
            limitations
                on future growth or inability to maintain current levels of revenues
                from
                international sales if we do not invest sufficiently in our international
                operations;




·
            longer
                payment cycles for sales in foreign countries and difficulties in
                collecting accounts receivable;




·
            difficulties
                in staffing, managing and operating our international operations;




·
            difficulties
                in coordinating the activities of our geographically dispersed and
                culturally diverse operations;




·
            seasonal
                reductions in business activity in the summer months in Europe and
                in
                other periods in other countries;




·
            costs
                and delays associated with developing software and doing business
                in
                multiple languages; and




·
            political
                unrest, war or terrorism.




***A
      significant majority of our transactions are effected outside of the United
      States and are denominated in foreign currencies, which subjects us to foreign
      currency exchange risk.***




A
      significant majority of our revenues are earned outside of the United States
      and
      collected in local currencies. In addition, we generally pay operating expenses
      in local currencies. As a result, we are at risk from exchange rate fluctuations
      between such local currencies, the British pound and the U.S. dollar. Exchange
      rate fluctuations have been substantial in many parts of the world in the last
      year and there can be no assurance that we will not be adversely impacted by
      such fluctuations. We do not conduct any foreign exchange hedging activities
      to
      protect against those risks at the present time, but intend to do so in the
      future.




***We
      compete with other companies that have more resources, which puts us at a
      competitive disadvantage.***




If
      we are
      not able to compete effectively with existing or new competitors, we may lose
      our competitive position, which may result in fewer customer orders and loss
      of
      market share or which may require us to lower our prices, reducing our profit
      margins. Some of our competitors or potential competitors have significantly
      greater financial, technical and marketing resources than our company. These
      competitors may be able to respond more rapidly than we can to new or emerging
      technologies or changes in customer requirements. They may also devote greater
      resources to the development, promotion and sale of their products and services
      than our company.




We
      expect
      competitors to continue to improve their performance and to introduce new
      products, services and technologies. Successful new product introductions or
      enhancements by our competitors could reduce the sales and market acceptance
      of
      our products and services, cause intense price competition or make our products
      and services obsolete. To be competitive, we must continue to invest significant
      resources in research and development, sales and marketing and customer support.
      If we do not have sufficient resources to make these investments or are unable
      to make the technological advances necessary to be competitive, our competitive
      position will suffer. Increased competition could result in price reductions,
      fewer customer orders, reduced margins and loss of market share. Our failure
      to
      compete successfully against current or future competitors could seriously
      harm
      our business.




19




***Our
      ability to succeed depends on our ability to protect our intellectual property,
      and if any third parties make unauthorized use of our intellectual property,
      or
      if our intellectual property rights are successfully challenged, our competitive
      position and business could suffer.***




Our
      success and ability to compete depends substantially on our proprietary
      technologies. We regard our patent applications, copyrights, trademarks, trade
      secrets and similar intellectual property as critical to our success, and we
      rely on patent, trademark and copyright law, trade secret protection and
      confidentiality agreements with our employees, customers and others to protect
      our proprietary rights. Despite our precautions, unauthorized third parties
      might copy certain portions of our software or reverse engineer and use
      information that we regard as proprietary. We have been granted certain patents,
      but these may be successfully challenged by others or invalidated. In addition
      we have applied for other patents but cannot assure you that they will be
      granted, and even if they are granted they may be successfully challenged by
      others or invalidated. In addition, any patents granted or that may be granted
      to us may not provide us a significant competitive advantage. We have been
      granted certain trademarks, but they could be challenged in the future. If
      future trademark registrations are not approved because third parties own these
      trademarks, our use of these trademarks would be restricted unless we enter
      into
      arrangements with the third party owners, which might not be possible on
      commercially reasonable terms or at all. If we fail to protect or enforce our
      intellectual property rights successfully, our competitive position could
      suffer. We may be required to spend significant resources to monitor and police
      our intellectual property rights. We may not be able to detect infringement
      and
      may lose competitive position in the market. In addition, competitors may design
      around our technology or develop competing technologies. Intellectual property
      rights may also be unavailable or limited in some foreign countries, which
      could
      make it easier for competitors to capture market share.




***Our
      industry is characterized by frequent intellectual property litigation, and
      we
      could face claims of infringement by others in our industry. Such claims are
      costly and add uncertainty to our business strategy.***




We
      could
      be subject to claims of infringement of third party intellectual property
      rights, which could result in significant expense and could ultimately result
      in
      the loss of our intellectual property rights. Our industry is characterized
      by
      uncertain and conflicting intellectual property claims and frequent intellectual
      property litigation, especially regarding patent rights. From time to time,
      third parties may assert patent, copyright, trademark or other intellectual
      property rights to technologies that are important to our business. In addition,
      because patent applications in the United States are not publicly disclosed
      until the patent is issued, applications may have been filed which relate to
      our
      industry of which we are not aware. We may in the future receive notices of
      claims that our products infringe or may infringe intellectual property rights
      of third parties. Any litigation to determine the validity of these claims,
      including claims arising through our contractual indemnification of our business
      partners, regardless of their merit or resolution, would likely be costly and
      time consuming and divert the efforts and attention of our management and
      technical personnel. If any such litigation resulted in an adverse ruling,
      we
      could be required to:




·
            pay
                substantial damages;




·
            cease
                the manufacture, use or sale of infringing products or services;




·
            discontinue
                the use of certain technology; or




·
            obtain
                a license under the intellectual property rights of the third party
                claiming infringement, which license may not be available on reasonable
                terms or at all.




20




***In
      the countries where we operate, we are subject to applicable rules on data
      privacy. If our security measures protecting our customers’ data fail, we may be
      subject to claims based on such failure.***




It
      is
      likely that our software could be subject to security risks as it is deployed
      in
      the field. To reduce this risk, we have implemented security measures to protect
      our system and our customers’ data delivered by us. If these security measures
      fail, unauthorized access to our customers’ data could result in claims based on
      such failure, adversely affecting our business and financial condition. We
      are
      also subject to rules on data privacy in the countries that we do business,
      particularly in the European Union. If we fail to adequately safeguard our
      customer’s data in accordance with applicable data privacy rules, we may be
      subject to government sanctions that would adversely affect our business and
      operations.




***United
      States civil liabilities may not be enforceable against
      us.***




Substantially
      all of our directors and executive officers and certain of the experts named
      in
      this report are not residents of the United States and virtually all of the
      assets of these persons and virtually all of our assets are located outside
      the
      United States. As a result, it may not be possible for you to serve summons
      and
      complaints within the United States upon these persons or upon us. Similarly,
      it
      may not be possible to enforce in U.S. courts, against such persons or against
      us, judgments of the U.S. courts based upon civil liability provisions of the
      U.S. federal or state securities laws. In addition, it may be difficult in
      English courts for you, in original suits or in suits for the enforcement of
      judgments of U.S. courts, to enforce certain civil liabilities based upon U.S.
      federal or state securities laws against us or our directors or executive
      officers, or our experts.




**Risks
      Related to Our Securities**




***Failure
      to achieve and maintain effective internal controls in accordance with Section
      404 of the Sarbanes-Oxley Act of 2002 could prevent us from producing reliable
      financial reports or identifying fraud. In addition, current and potential
      stockholders could lose confidence in our financial reporting, which could
      have
      an adverse effect on our stock price.***




Effective
      internal controls are necessary for us to provide reliable financial reports
      and
      effectively prevent fraud, and a lack of effective controls could preclude
      us
      from accomplishing these critical functions. Commencing with the year ending
      March 31, 2009, a report by our independent registered public accounting firm
      addressing management's assessment of internal control over financial
      reporting may be required.




During
      the course of our testing, we may identify deficiencies which we may not be
      able
      to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act
      for
      compliance with the requirements of Section 404. In addition, if we fail to
      maintain the adequacy of our internal accounting controls, as such standards
      are
      modified, supplemented or amended from time to time, we may not be able to
      ensure that we can conclude on an ongoing basis that we have effective internal
      controls over financial reporting in accordance with Section 404. Failure to
      achieve and maintain effective internal controls could cause us to face
      regulatory action and also cause investors to lose confidence in our reported
      financial information, either of which could have an adverse effect on our
      stock
      price. Although we intend to augment our internal controls procedures and expand
      our accounting staff, there is no guarantee that this effort will be
      adequate.




A
        material weakness is a control deficiency or a combination of control
        deficiencies that results in more than a remote likelihood that a material
        misstatement of the annual or interim consolidated financial statements will
        not
        be prevented or detected. Our management concluded that as of March 31, 2008
        in
        the initial presentation of our financial statements we did not maintain
        effective controls over the preparation, review and presentation and disclosure
        of our consolidated financial statements in accordance with US GAAP given
        this
        was the first time our team had prepared financial statements in this format
        of
        a 10-KSB. Specifically, there were adjustments required by the auditors so
        that
        our financial statements complied with U.S. generally accepted accounting
        principles and our management determined that this control deficiency
        constituted a material weakness in our internal control over financial
        reporting.




***There
      are additional requirements and costs associated with being a public company
      which may prove to be burdensome, especially for a smaller public
      company.***




As
      a
      result of our recent share exchange transaction, ROK became our wholly-owned
      subsidiary and, accordingly, became subject to the information and reporting
      requirements of the U.S. securities laws, including the Sarbanes-Oxley Act.
      The
      U.S. securities laws require, among other things, review, audit and public
      reporting of our financial results, business activities, adequacy of controls
      and other matters. We cannot assure you that we will be able to comply with
      all
      of these requirements. Our cost of preparing and filing annual and quarterly
      reports, proxy statements and other information with the SEC and furnishing
      audited reports to stockholders will cause ROK’s expenses to be higher than they
      would be if it had remained privately-held and the share exchange transaction
      had not been completed. These increased costs may be material and may include
      the hiring of additional employees and/or the retention of additional
      consultants and professionals. Our failure to comply with U.S. securities laws
      could result in private or governmental legal action against us and/or our
      officers and directors, which could have a detrimental effect on our business
      and finances, the value of our securities and the ability of our stockholders
      to
      resell their securities.




21




***Because
      we became public through a share exchange transaction (or reverse acquisition),
      we are subject to additional risks such as not being able to attract the
      attention of major brokerage firms*** *.*




Additional
      risks are associated with ROK becoming public through a share exchange
      transaction (or reverse acquisition). For example, security analysts of major
      brokerage firms may not provide coverage of us since there is no incentive
      to
      brokerage firms to recommend the purchase of our common stock. We cannot assure
      you that brokerage firms will want to conduct any public offerings on our behalf
      in the future. In addition, there may exist contingent liabilities from our
      pre-share exchange public company history that we are not aware of and that
      may
      surface in the future. If any such contingent liabilities were to surface,
      they
      may be difficult or expensive to resolve and could have an adverse effect on
      our
      stock price.




***Our
      common stock may be considered a “penny stock” and may be difficult to
      sell.***




The
      SEC
      has adopted regulations which generally define “penny stock” to be an equity
      security that has a market or exercise price of less than $5.00 per share,
      subject to specific exemptions. The market price of our common stock may be
      below $5.00 per share and therefore may be designated as a “penny stock”
according to SEC rules. This designation requires any broker or dealer selling
      these securities to disclose certain information concerning the transaction,
      obtain a written agreement from the purchaser and determine that the purchaser
      is reasonably suitable to purchase the securities. These rules may restrict
      the
      ability of brokers or dealers to sell our common stock and may affect the
      ability of our stockholders to sell their shares. In addition, since our common
      stock is quoted on the OTC Bulletin Board, our stockholders may find it
      difficult to obtain accurate quotations of our common stock and may find few
      buyers to purchase the stock or a lack of market makers to support the stock
      price.




***There
      has been limited trading of our common stock following our share exchange
      transaction and a meaningful trading market for our common stock has not yet
      developed.***




There
      has
      been limited trading of our common stock following the share exchange
      transaction. Our common stock is quoted on the OTC Bulletin Board, but a
      meaningful trading market for our common stock has not developed yet. The price
      quoted for our common stock on the OTC Bulletin Board may not be the price
      at
      which unaffiliated purchasers would be willing to purchase our common
      stock.




***A
      significant number of the shares of our common stock are not eligible for sale,
      and their sale when they become eligible for sale could depress the market
      price
      of our common stock.***




Sales
      of
      a significant number of shares of common stock in the public market could harm
      the market price of our common stock. We issued 45,956,161 shares of common
      stock in our share exchange transaction. The shares issued in the share exchange
      are restricted under federal securities laws. In addition, some of these shares
      are subject to lock-up agreements restricting their sale for a period of time.
      These shares will generally be salable (subject to any applicable lock-up
      agreements) under Rule 144 of the Securities Act of 1933, as amended. Sales
      of
      common stock either pursuant to a registration statement or Rule 144 are likely
      to have a depressive effect on the market of our common stock.




***We
      may engage in additional financing that could lead to dilution of existing
      stockholders and may be at a below-market price.***




ROK
      has
      relied on equity and debt financing to carry on its business to date, which
      has
      consisted primarily of product development, the negotiation of strategic
      alliances and marketing activities. Any future financings by us may result
      in
      substantial dilution of the holdings of existing stockholders, may be at a
      below-market price and could have a negative impact on the market price of
      our
      common stock. Furthermore, we cannot assure you that such future financings
      will
      be possible.




***Our
      co-founders, officers and directors have significant voting power and may take
      actions that may not be in the best interests of other
      stockholders.***




Our
      executive officers, directors and ROK’s co-founders beneficially own
      approximately 48.9% of our outstanding voting securities. If these stockholders
      act together, they will be able to exert significant control over our management
      and affairs requiring stockholder approval, including approval of significant
      corporate transactions. This concentration of ownership may have the effect
      of
      delaying or preventing a change in control and might adversely affect the market
      price of our common stock. This concentration of ownership may not be in the
      best interests of all of our stockholders.




22




***Our
      board of directors is controlled by our management and lacks
      independence.***




Our
      board
      of directors includes only one independent director. Accordingly, our management
      effectively controls our board of directors and our board lacks
      independence.




***Limitations
      on director and officer liability and indemnification of our officers and
      directors by us may discourage stockholders from bringing suit against a
      director.***




Our
      certificate of incorporation and bylaws provide, with certain exceptions as
      permitted by governing state law, that a director or officer shall not be
      personally liable to us or our stockholders for breach of fiduciary duty as
      a
      director, except for acts or omissions which involve intentional misconduct,
      fraud or knowing violation of law, or unlawful payments of dividends. These
      provisions may discourage stockholders from bringing suit against a director
      for
      breach of fiduciary duty and may reduce the likelihood of derivative litigation
      brought by stockholders on our behalf against a director. In addition, our
      certificate of incorporation and bylaws may provide for mandatory
      indemnification of directors and officers to the fullest extent permitted by
      governing state law.




***We
      do not anticipate paying dividends in the foreseeable future; you should not
      buy
      our stock if you expect dividends.***




We
      currently intend to retain our future earnings to support operations and to
      finance expansion and, therefore, we do not anticipate paying any cash dividends
      on our common stock in the foreseeable future.




**Cautionary
      Language Regarding Forward-Looking Statements and Industry
      Data**




This
      report contains “forward-looking statements” within the meaning of the Private
      Securities Litigation Reform Act of 1995 that involve risks and uncertainties,
      many of which are beyond our control. Our actual results could differ materially
      and adversely from those anticipated in such forward-looking statements as
      a
      result of certain factors, including those set forth in this report. Important
      factors that may cause actual results to differ from projections include, but
      are not limited to, for example:




●  adverse
      economic conditions,




●  inability
      to raise sufficient additional capital to operate our business,




●  unexpected
      costs, lower than expected sales and revenues, and operating
      defects,




●  adverse
      results of any legal proceedings,




●  the
      volatility of our operating results and financial condition,




●  inability
      to attract or retain qualified senior management personnel, and




●  other
      specific risks that may be referred to in this report.




All
      statements, other than statements of historical facts, included in this current
      report regarding our strategy, future operations, financial position, estimated
      revenue or losses, projected costs, prospects and plans and objectives of
      management are forward-looking statements. When used in this report, the words
      “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,”
“project,” “plan” and similar expressions are intended to identify
      forward-looking statements, although not all forward-looking statements contain
      such identifying words. All forward-looking statements speak only as of the
      date
      of this report. We undertake no obligation to update any forward-looking
      statements or other information contained herein. Stockholders and potential
      investors should not place undue reliance on these forward-looking statements.
      Although we believe that our plans, intentions and expectations reflected in
      or
      suggested by the forward-looking statements in this report are reasonable,
      we
      cannot assure stockholders and potential investors that these plans, intentions
      or expectations will be achieved. We disclose important factors that could
      cause
      our actual results to differ materially from its expectations under “Risk
      Factors” and elsewhere in this report. These cautionary statements qualify all
      forward-looking statements attributable to us or persons acting on our
      behalf.




23




Information
      regarding market and industry statistics contained in this current report is
      included based on information available to us that we believe is accurate.
      It is
      generally based on academic and other publications that are not produced for
      purposes of securities offerings or economic analysis. Forecasts and other
      forward-looking information obtained from these sources are subject to the
      same
      qualifications and the additional uncertainties accompanying any estimates
      of
      future market size, revenue and market acceptance of products and services.
      We
      have no obligation to update forward-looking information to reflect actual
      results or changes in assumptions or other factors that could affect those
      statements. See “Risk Factors” for a more detailed discussion of risks and
      uncertainties that may have an impact on our future results.




**ITEM
      2**   ***DESCRIPTION
      OF PROPERTY*** ****




We
      conduct our principal operations in a leased facility located atRokHouse,
      Kingswood Business Park, Holyhead Road, Albrighton, Wolverhampton, WV7 3AU,
      England. We occupy 4,878 square feet of space under a lease with an annual
      rental rate of£40,000
      (approximately $80,000) that expires in September 2013. We also lease 1,985,
      1,398 and 1,180square
      feet of space in London, England, 3,138 square feet of space in Llandow, South
      Wales, 300 square feet of space in Gloucestershire, England, and 1,522 square
      feet of space in Lancaster, England. We pay£30,090
      (approximately $60,180), £46,742 (approximately $93,484), £25,164 (approximately
      $50,328), £34,518 (approximately $69,036), £7,905 (approximately $15,810) and
£15,000 (approximately $30,000), respectively, in annual rent under these
      leases, which expire in May 2012, September 2009, August 2009, July 2009, August
      2008 and February 2012, respectively. Our Chinese subsidiaries are located
      in
      Beijing, and occupy a 2,852 square feet building at a cost of $33,826 on an
      annually renewable lease each August. On the acquisition of Fun Little Movies
      Inc. we acquired office space of 640 square feet, in Burbank, California, at
      an
      annual cost of $13,440 on a monthly lease and on the acquisition of Geniem
      Oy we
      acquired office space of 1,657 square feet, in Tampere, Finland, at an annual
      cost of $26,500 on a monthly lease. Until Rock Group plc entered administration
      on May 8, 2008, we also had a mortgage on the freehold property in Warwick,
      England, this property has 22,000 square feet of office, assembly and storage
      space, we paid £134,400 (approximately $268,800) annually and was due to expire
      in 2012. We are currently considering occupying a leased facility in California,
      but no commitment has yet been given in respect of any property.




**ITEM
      3**   ***LEGAL
      PROCEEDINGS*** ****




Except
      for routine litigation incidental to the business, we were not party to any
      pending legal proceedings, nor are we aware of any contemplated or pending
      material legal proceeding against us. Although we cannot predict the outcome of
      routine litigation incidental to the business with certainty, our management
      does not believe that the disposition of these ordinary-course matters will
      have
      a material adverse effect on our financial position, results of operations
      or
      cash flows.




**ITEM
      4**   ***SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS*** ****




We
      did
      not submit any matters to a vote of security holders in the fourth quarter
      of
      the fiscal year ended March 31, 2008.




24





**PART
      II**


**ITEM
      5**  ***MARKET
      FOR COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND SMALLBUSINESS ISSUER
      PURCHASES OF EQUITY SECURITIES*** ****




**Market
      Information**




Our
      common stock is quoted on the OTC Bulletin Board under the symbol “ROKE” since
      December 31, 2007 and, prior to that, under the symbol “CYFD.” The following
      table sets forth the approximate high and low sales price for our common stock
      for the period indicated as reported by the OTC Bulletin Board. Such quotations
      reflect inter-dealer prices, without retail mark-up, mark-down or commission,
      and may not represent actual transactions.




Year ended March 31,2008
            
            2007Quarter
            
            High
            
            Low
            
            High
            
            LowFirst
            
            
            *
            
            
            *
            
            
            *
            
            
            *Second
            
            
            *
            
            
            *
            
            
            *
            
            
            *Third
            
            
            *
            
            
            *
            
            
            *
            
            
            *Fourth
            
            $
            28.00
            
            $
            18.00
            
            
            *
            
            
            *Third
                (November 14, 2007 to December 31, 2007)
            
            $
            20.00
            
            $
            18.00




*
      this
      data is not included as it is not currently available and would be misleading
      given the changes in our company resulting from the November 14, 2007 reverse
      merger transaction.




For
      the
      period from April 1, 2008 to June 30, 2008, the high and low closing prices
      for
      our common stock were $28.00 and $20.00, respectively. On June 30, 2008, the
      closing price of our common stock, as reported by the OTC Bulletin Board, was
      $20.50 per share.




The
      market information for the fiscal year ended March 31, 2008 begins on November
      14, 2007 following the closing date of our reverse merger transaction. Prior
      to
      such time, pricing information related only to Cyberfund, Inc.




**Holders**




As
      of
      June 30, 2008, we had 567 shareholders of record and an estimate of
      approximately 500 beneficial owners. However, we believe that there may be
      significantly more or less beneficial holders of our common stock as many
      beneficial holders hold their stock in “street name” and we are unaware of the
      beneficial ownership relationships of our shareholders and so some shareholders
      may be holding shares on behalf of another person or entity.




**Dividends**




We
      have
      never declared or paid cash dividends on our common stock. We currently intend
      to retain future earnings, if any, to operate and expand our business, and
      we do
      not anticipate paying cash dividends on our common stock in the foreseeable
      future. Any payment of cash dividends in the future will be at the discretion
      of
      our board of directors and will depend upon our results of operations, earnings,
      capital requirements, contractual restrictions and other factors deemed relevant
      by our board.




**Recent
      Sales of Unregistered Securities**




There
      were no sales of unregistered securities other than as reported in prior reports
      on Form 10-KSB, 10-QSB or 8-K. In addition, see Item 1, Description of Business
      - Organizational History, for information concerning our November 2007 share
      exchange transaction.




25




**Purchases
      of Equity Securities by the Small Business Issuer and Affiliated
      Purchasers**




We
      did
      not repurchase any shares of our common stock in the fourth quarter of the
      fiscal year ended March 31, 2008.




**Securities
      Authorized for Issuance Under Equity Compensation Plans**




See
      “Security Ownership of Certain Beneficial Owners and Management and Related
      Shareholder Matters” in Item 11 for information regarding securities authorized
      for issuance under our equity compensation plans.




**ITEM
      6**   ***MANAGEMENT’S
      DISCUSSION AND ANALYSIS OR PLAN OF OPERATION*** ****




*The
      following discussion of our financial condition and results of operations should
      be read in conjunction with our financial statements and related notes included
      in this report. This discussion includes forward-looking statements that involve
      risks and uncertainties. As a result of many factors, our actual results may
      differ materially from those anticipated in these forward-looking statements.*




**Overview**




On
      November 14, 2007, we completed a share exchange transaction pursuant to which
      we acquired substantially all the outstanding ordinary shares of Rok
      Entertainment Group Limited, a corporation organized under the laws of England
      and Wales. ROK designs and develops technology to deliver audio-visual content
      to mobile phones, including delivery of games, television feeds, recorded
      entertainment and other programming. As a result of the share exchange
      transaction, ROK became our subsidiary, with ROK’s former shareholders acquiring
      a majority of the outstanding shares of our common stock. Effective December
      31,
      2007, we changed our corporate name to ROK Entertainment Group Inc. from
      Cyberfund, Inc. We accomplished this by reincorporating Cyberfund Inc. in the
      State of Delaware from Oklahoma through a merger of Cyberfund Inc. with and
      into
      a newly-formed Delaware subsidiary known as “ROK Entertainment Group Inc.” At
      the effective time of the reincorporation, ROK Entertainment Group Inc. became
      the surviving company of the merger, as well as the registrant for public
      reporting purposes under the federal securities laws, and its certificate of
      incorporation and by-laws became our certificate of incorporation and by-laws.
      In connection with our corporate name change, our trading symbol was changed
      to
      ROKE on the OTC Bulletin Board.




Since
      our
      future business will be that of ROK, the information in this report is that
      of
      ROK as if ROK had been the registrant for all the periods presented in this
      report and this report includes those of ROK prior to the share exchange
      transaction, as these provide the most relevant information for us on a
      continuing basis.




Since
      ROK’s inception in 2002, substantially all of the effort has been focused on
      planning, research and development activities and raising capital. In the five
      years to 2007, it successfully launched worldwide live TV and audio/video on
      demand services for mobile phone users.




We
      are
      now a content and entertainment services sourcing and distribution company
      with
      global reach and capabilities that concentrate on mobile distribution, targeting
      specific special interest and social networking groups of consumers in
      particular. Mobile in this case means mobile devices, where the connection
      to
      the device could be via over-the-air (OTA) means (GPRS/WCDMA) or the Internet.
      We are vertically integrated in that we source the content and services (through
      internal development or purchase), prepare these for distribution and, finally,
      distribute and monetize the content. In terms of distribution and reach, we
      have
      a highly diversified business portfolio with a global footprint and, in terms
      of
      content sourcing, we are rapidly expanding our capabilities. We are proud to
      call ourselves a Global Mobile Entertainment Group.




Up
      to the
      current reporting period, we have been engaged in development and testing of
      products and services and, to the start of this period, revenues have been
      nominal. We have incurred operational losses for all historic periods, including
      this reporting one. We have financed our activities to date through the proceeds
      from sales of our common stock in private placement financings and from funding
      provided by ROK’s co-founders, Jonathan Kendrick, who is our Chairman, and John
      Paul DeJoria.




26




The
      global market for mobile devices went through 3 billion devices in the third
      quarter of calendar year 2007 and is expected to pass 4 billion devices before
      the end of calendar year 2010. We believe that the engines for growth are not
      the developed world – the last 1 billion mobile device owners have come
      primarily from Eastern Europe, China, South and Central America, North America
      and India. We, along with most industry analysts, expect that the next billion
      will mainly come from the Far East, particularly China and India. China and
      India are achieving net subscriber additions at the rate of in excess of 6
      million a month each. We intend to concentrate our distribution to these growth
      markets, which we believe are best exploited by our current technology. Our
      short term strategy is to quickly establish as much market presence as we can,
      followed by heavy cross selling of products and services to make us “sticky”
with consumers and our local marketing partners in each of the
      territories.




In
      emerging markets, because the mobile device is expected to leapfrog traditional
      infrastructures such as telephone land lines, cable TV and Internet access,
      we
      can provide an interactive, multimedia platform to target demographics with
      messages to address socio-economic and humanitarian issues. We are mindful
      that
      the 3.3 billion mobile screens on Earth exceed, by a huge margin, the number
      of
      televisions, computers and cinema seats combined.




With
      respect to our mobile TV offerings, Nokia is offering both versions of our
      mobile TV on its handsets. ROK TV is being pre-loaded onto the E and N series
      of
      handsets sold by Nokia in Europe and FreeBe TV on all suitable handsets in
      the
      United States. Our TV division is a complete distribution division, divided
      into
      ROK TV and FreeBe TV. We expect this division to be a major contributor to
      revenues and earnings in the medium to long term future.




Content
      acquisition and ownership are an integral part of our “ROK TV” experience. We
      believe that these are likely to be the main long term competitive advantages
      that we enjoy in the market. Therefore, we cannot ignore the upstream content
      elements, and content acquisition is a high profile function in our company.
      As
      part of this, we hold partial ownership in Rok Motion Limited, a UK film
      production company that makes unique content suitable for the Internet and
      mobile distribution, having recently acquired 51% of Fun Little Movies Inc.,
      a
      U.S. company that creates and also owns a growing catalog of short films, and
      are negotiating acquisition terms with other similar producers with the
      intention of expanding the catalog portfolio. Ultimately, we expect that these
      content sourcing functions will become a significant contributor to future
      revenues and earnings.




Earlier
      in 2007, we also acquired control of Blubox Software Limited which is now
      actively selling our Blubox software solution.




China
      is
      represented as a separate business unit within our company, mainly because
      of
      the ownership structure (a minority ownership by an affiliate of the Beijing
      Municipal Government). Beijing New Net Science & Technology Development
      Limited has strong ties with the Beijing Welfare Lottery (the largest of just
      two lotteries in China and the only legal form of gambling) and now sells
      Beijing Welfare Lottery’s lottery tickets online and has reached agreement to
      create and run games for sale online and via mobile phone.




We
      have
      also entered into an agreement with a handset manufacturer and are now selling
      ODM handsets to retailers and carriers. ODM handsets are those that are not
      branded by major handset manufacturers and can therefore carry other powerful
      marketing brands. We intend to add value by embedding content and services
      onto
      these handsets so that the end user consumer can access our products/services.
      To carriers the value of doing this is seen in increased average revenue per
      user (ARPU is an industry metric of consumer spend) and reduced churn (the
      number of subscribers leaving a carrier’s service each month – a function of
      longevity of subscriber and therefore also average costs of acquisition).




We
      currently have corporate operations in the United Kingdom, the Peoples Republic
      of China, the United States and South Africa which are all active, and joint
      ventures in Russia, Brazil and Pakistan which are all anticipated to generate
      revenues by March 31, 2009.




The
      global mass market in mobile entertainment is, and we expect will remain for
      some years to come, in the 2.5G field where we believe competition to ROK TV
      in
      particular is relatively weak. Our service allows consumers to receive 3G
      standard TV over a 2.5G connection. We can, of course, operate in 3G centric
      markets (which are mostly developed countries), and our ROK TV technology offers
      advantages to both consumer experience and carrier bandwidth use with 3G, but
      these markets are more competitive because our technological advantage is less
      clear-cut, making them technically easier for competitors to operate in and
      therefore have lower barriers to entry.




27




We
      fully
      expect that this market reality will remain into 2012 and beyond and we also
      note that the expected future growth in handset numbers from 3 billion to 4
      billion is expected to be concentrated in China and the Indian sub-continent,
      where we are concentrating our immediate deployments.




The
      following discussion of our financial condition and results of operations should
      be read in conjunction with our consolidated financial statements and related
      notes included under Item 7 of Part II of this report.




**Results
      of Operations - Year Ended March 31, 2008 Compared to Year Ended March 31,
      2007**




The
        share
        exchange transaction is being accounted for as a “reverse acquisition,” since
        the former shareholders of ROK own a majority of the outstanding shares of
        our
        common stock immediately following the transaction. ROK is deemed to be the
        acquirer in the reverse acquisition and, consequently, the assets and
        liabilities and the historical operations that are reflected in our financial
        statements are those of ROK and are recorded at the historical cost basis
        of
        ROK. The amounts presented for 2007 are unaudited pro-forma results of Rok
        Entertainment Group, Limited and Rok Corporation Limited. Audited financial
        statements of these separate companies were filed as part of our current
        report on Form 8-K filed on November 20, 2007. Rok Entertainment
        Group Limited and Rok Corporation Limited merged in November 2007 prior to
        the
        date of the reverse merger with Cyberfund.


***Sales***




Our
      sales
      were $14.585 million for the fiscal year ended March 31, 2008, an increase
      of
      $10.381 million, or 247%, as compared to $4.204 million for the fiscal year
      ended March 31, 2007. This increase in revenues reflects continuing increases
      in
      our subscriber and user numbers and the resultant provision of content and
      entertainment services, the commencement of invoicing of non-branded hardware
      (cell phone handsets), sales of high specification laptop computers developed
      specifically for specialist gaming solutions, sales of our Blubox image
      compression system and Power Pressed system and Geniem’s Java based ‘On device
      portals’. We supplied a license at a charge of $2 million to enable the use
      of its software and the first sales of a number of mobile applications and
      software solutions including Ansa, Rok Comics, and Fonepark were achieved.
      Sales
      of the non-branded hardware (cell phone handsets) amounted to $7.957 million
      and
      were at low margins. The low margins are part of our medium to long term
      strategy as these hardware sales are intended to provide the foundation for
      us
      to sell our complete portfolio of software and mobile products to the users
      of
      the hardware that we have supplied in a number of rapidly developing markets
      in
      Eastern Europe, India and the Far East.




***Operating
      expenses***




Total
      operating costs amounted to $52.639 million for the fiscal year ended March
      31,
      2008, an increase of $35.535 million, or 208%, as compared to $17.104 million
      for the fiscal year ended March 31, 2007. The substantial majority of this
      increase resulted from an increased charge for stock-based compensation which
      was $15.052 million for the fiscal year ended March 31, 2008, an increase of
      $13.657 million, or 979%, as compared to $1.395 million for the fiscal year
      ended March 31, 2007. Total operating expenses include the following major
      components:




**Content
      and distribution**




Content
      and distribution costs were $11.681 million (inclusive of costs of handsets)
      for
      the fiscal year ended March 31, 2008, an increase of $9.018 million, or 339%,
      as
      compared to $2.663 million for the fiscal year ended March 31, 2007. Content
      and
      distribution costs generally increased in line with sales in the fiscal year
      ended March 31, 2008 compared to the fiscal year ended March 31, 2007 but the
      higher incidence of costs emanates from the increase of high cost high volume
      handset sales which accounted for $7.864 million in the fiscal
      year ended March
      31, 2008.




**Product
      development**




Product
      development expenses amounted to $10.485 million for the fiscal year ended
      March
      31, 2008, an increase of $5.049 million, or 93%, as compared to $5.436 million
      for the fiscal year ended March 31, 2007. This confirms our commitment to
      continue to develop leading edge content and entertainment services to further
      expand our product portfolio.




Labor
      and
      related expenses were the most significant overhead cost in the product
      development expenses category and amounted to $8.625 million for the fiscal
      year
      ended March 31, 2008, an increase of $4.325 million, or 101%, over the $4.300
      million charge for the fiscal year ended March 31, 2007. This is by far the
      most
      substantial cost element of product development costs and reflects our
      continuing recruitment of specialist technical development staff to maintain
      the
      leading edge properties of our product portfolio. We increased the number of
      such developers in the fiscal year ended March 31, 2008. This category also
      includes a charge for stock based compensation of $1.175 million for the fiscal
      year ended March 31, 2008 an increase of $1.065 million or 963% over the
      $0.110 million charge for the fiscal year ended March 31 2007




28




**Sales
      and marketing expenses**




Sales
      and
      marketing expenses amounted to $14.503 million for the fiscal year ended March
      31, 2008, an increase of $8.938 million, or 161%, as compared to $5.565 million
      for the fiscal year ended March 31, 2007. The total sales and marketing expense
      amounts include the following major components:




Labor
      and
      related expenses totaled $1.198 million for the fiscal year ended March 31,
      2008, an increase of $0.601 million, or 101%, over labor and related expenses
      of
      $0.597 million for the fiscal year ended March 31, 2007. This was due primarily
      to continued increases in staffing levels as we focus our efforts in monetizing
      the product portfolio that we have developed over our period of research and
      development which commenced in 2002. Not all members of our senior management
      team have taken all of their salaries, but the full amount of such salaries
      has
      been accrued for in the accounts. The increase in headcount includes the
      addition of three new specialist marketing members of our senior management
      team.




Marketing
      consultancy costs amounted to $1.526 million for the fiscal year ended March
      31,
      2008 an increase of $0.437 million, or 40%, as compared to $1.089 million for
      the fiscal year ended March 31, 2007, this being due to focus on the promotion
      of developed products and the concentration in this area of the sales
      effort.




This
      category also includes stock-based compensation of $8.428 million for the fiscal
      year ended March 31, 2008 an increase of $7.334 million, or 670 %, over the
      $1.094 million charge for the fiscal year ended March 31,  2007.




**General
      and administrative expenses**




General
      and administrative expenses amounted to $12.006 million for the fiscal year
      ended March 31, 2008, an increase of $9.110 million, or 315%, as compared to
      $2.896 million for the fiscal year ended March 31, 2007. This reflects the
      increase in the administrative structure that we require to support the global
      roll out of our products. The total general and administrative expense amounts
      include the following major components:




Labor
      and
      related expenses were $2.156 million for the fiscal year ended March 31, 2008,
      an increase of $1.081 million, or 101%, as compared to $1.075 million for the
      fiscal year ended March 31, 2007. This increase reflects our policy of providing
      the necessary executive and administrative support to facilitate the global
      roll
      out of our products, adding senior executives with the relevant expertise and
      experience to our board of directors to control such expansion. New employees
      were also recruited for the finance and IT support functions during the fiscal
      year ended March 31, 2008 leading to an increased headcount of ten, over the
      period, in these areas.




Other
      significant comparative increases were consultancy, legal and professional
      fees,
      audit fees and brokers fees with a charge of $1.300 million for the fiscal
      year
      ended March 31, 2008, an increase of $0.801 million, or 161%, as compared to
      $0.499 million for the fiscal year ended March 31, 2008. All of these increased
      costs reflect our continued expansion, growth and regulatory compliance.




Bad
      debts
      of $1.684 million were written off or provided for during the fiscal
      year ended March
      31, 2008, while no provision or write off was made in the fiscal
      year ended March
      31, 2007. These amounts relate to advances made to acquisitions and subsidiaries
      and we concluded that it was prudent to provide against these amounts as the
      businesses involved are at an early stage of their development and their future
      as successful subsidiaries cannot be guaranteed at this stage.




This
      category also includes stock-based compensation of $5.449 million for the fiscal
      year ended March 31, 2008 an increase of $5.259 million, or 2768%, over the
      $0.190 million charge for the fiscal year ended March 31, 2007.




**Depreciation
      and amortization**




Depreciation
      and amortization expense was $0.564 million for the fiscal year ended March
      31,
      2008, an increase of $0.212 million, or 60%, as compared to $0.352 million
      for
      the fiscal year ended March 31, 2007.




29




**Fun
      Little Movies acquisition**




We
      acquired Fun Little Movies Inc. in the fiscal year ended March 31, 2008 and
      the
      net consideration of $0.967 million was charged to the income statement. The
      acquisition cost of Fun Little Movies was expensed as the company was a
      development stage company with minimal assets and no prior sales.


**Goodwill
        impairment**
  The
        majority of the goodwill impairment arises from our acquisition of Eikon
        Group
        Limited which entered administration in April 2008. As such, the full
        balance of goodwill that was recognized upon the transaction was deemed to
        be
        impaired at March 31, 2008.
  **License
          fee payable to related party**
  The
          amount payable to John Paul DeJoria for the use of the DeJoria name by
          Rok
          Diamonds Limited was $0.471 million and $0.192 million for the fiscal years
          ended March 31, 2008 and 2007, respectively, an increase of $0.279 million,
          or
          145%.


**Interest
      expense and income**




Interest
      expense incurred for the fiscal year ended March 31, 2008 amounted to $1.592
      million, an increase of $0.609 million, or 62%, as compared to $0.983 million
      for the fiscal year ended March 31, 2007. Interest income contributed $0.013
      million for the fiscal year ended March 31, 2008 as compared to no contribution
      for the fiscal year ended March 31, 2007.




Operating
      loss before taxation was $39.150 million for the fiscal year ended March 31,
      2008, an increase of $25.459 million, as compared to a loss of $13.691 million
      for the fiscal year ended March 31, 2007. This is due to all the factors
      discussed above.




Due
      to
      the innovation of our developed product portfolio, we claim research and
      development tax credits in the United Kingdom which contribute $1.135 million
      for the fiscal year ended March 31, 2008 and $1.036 million for the fiscal
      year
      ended March 31, 2007 to the net income tax benefit of $1.134 million and $1.035
      million for the year ended March 31, 2008 and 2007, respectively.




The
      above
      figures, after adjustment for foreign currency translation and amounts due
      from/to minorities, produced a comprehensive loss of $35.326 million for the
      fiscal year ended March 31, 2008 compared to $15.831 million for the fiscal
      year
      ended March 31, 2007. The loss for the period was a result of the increases
      in
      our operating expenses incurred as a result of our full preparation, from board
      level down, for the global roll out of our developed product portfolio and
      our
      additional new product lines, in advance of the substantial increases in revenue
      anticipated in our corporate plan.




**Liquidity
      and Capital Resources**




Our
      financial statements were prepared using principles applicable to a going
      concern, which contemplates the realization of assets and liquidation of
      liabilities in the normal course of business. We had $1,623 million in cash
      and
      cash equivalents at March 31, 2008. Our working capital is not sufficient to
      fund our plan of operations for the next 12 months. We intend to raise
      additional capital to fund our plan of operations, but we cannot assure you
      that
      we will be able to raise sufficient additional capital as needed to execute
      our
      business plan.




*Net
      Cash Used in Operating Activities*




We
      still
      do not currently generate positive cash flow. As of March 31, 2008, we had
      an
      accumulated deficit of $78.022 million. The cash flow used in operating
      activities was $16.022 million and $6.028 million for the fiscal years ended
      March 31, 2008 and 2007, respectively. The increase was primarily due to the
      increased net loss in the year.




*Net
      Cash Used in Investing Activities*




We
      used
      $.556 million and $.091 million in the fiscal years ended March 31, 2008
      and 2007, respectively, to acquire equipment.




*Net
      Cash Provided by Financing Activities*




We
      have
      financed our operations primarily from sales of common stock and the issuance
      of
      notes payable to investors. For the fiscal years ended March 31, 2008 and 2007
      we generated $17.211 million and $3.614 million, respectively, from financing
      activities. We anticipate that the financing required for future operations
      will
      derive from further sales of our stock.




We
      plan
      to use our available funds and any cash raised to fund operations, which
      includes the continued development of our products, make acquisitions, defend
      our growing intellectual property portfolio and market to customers. We also
      intend to seek to list our company on NASDAQ to provide greater liquidity for
      our common stock.




30




*Analysis*




We
      expect
      to continue to incur operating losses and negative operating cash flow as we
      seek to drive market adoption of our software applications and other businesses.
      The actual amounts and timing of our expenditures will vary significantly
      depending upon the progress of our product development and the availability
      of
      financing.




Given
      the
      level of our capital resources, we expect to require additional financing to
      achieve our operating goals. Because we are not generating positive cash flow
      from operations, we will need to raise additional funds through public or
      private sales of equity securities or the incurrence of indebtedness. Our
      ability to fund our business plan depends on the availability of equity and
      debt
      financing, which is affected by prevailing economic conditions in the technology
      industry and financial, business and other factors, some of which are beyond
      our
      control. We cannot assure you that we will obtain financing on favorable terms
      or at all. If we elect to raise additional capital through the issuance and
      sale
      of equity securities, the sales may be at prices below the market price of
      our
      stock, and our shareholders may suffer a potentially significant level of
      dilution.




Debt
      financing, if available, may involve significant cash payment obligations,
      covenants and financial ratios that restrict our ability to operate and grow
      our
      business, and would cause us to incur additional interest expense and financing
      costs.




Our
      capital requirements may vary depending upon the timing and the success of
      the
      implementation of our business plan, regulatory, technological and competitive
      developments, or if:




·
            significant
                sales of our products are not achieved or are
                delayed,




·
            operating
                losses exceed our expectations,




·
            our
                operating and development costs or estimates prove to be inaccurate,
                or




·
            we
                acquire, license or develop additional
                technologies.




We
      cannot, however, assure you that our efforts to implement our business strategy
      will:




·
            be
                attainable,




·
            be
                profitable,




·
            reduce
                our reliance upon financing transactions,
                or




·
            enable
                us to continue operations.




**Going
      Concern**




The
      audited financial statements accompanying this report have been prepared on
      a
      going concern basis, which implies that we will continue to realize our assets
      and discharge our liabilities and commitments in the normal course of business.
      We have not generated positive earnings since inception and have never paid
      any
      dividends and are unlikely to pay dividends or generate earnings in the
      immediate or foreseeable future. Our continuation as a going concern is
      dependent upon the continued financial support from our shareholders, the
      ability of our company to obtain necessary equity financing to achieve our
      operating objectives, and the attainment of profitable operations. At March
      31,
      2008, our company has accumulated losses of $78.022 million since inception,
      we
      currently do not have sufficient funds to continue our planned operations for
      the foreseeable future and we are currently raising additional funds for our
      operations. These financial statements do not include any adjustments to the
      recoverability and classification of recorded asset amounts and classification
      of liabilities that might be necessary should we be unable to continue as a
      going concern.




31




Due
      to
      the uncertainty of our ability to meet our current operating expenses and the
      capital expenses noted above, in their report on the annual financial statements
      for the year ended March 31, 2008, our independent auditors included an
      explanatory paragraph regarding concerns about our ability to continue as a
      going concern. Our financial statements contain additional note disclosures
      describing the circumstances that lead to this disclosure by our independent
      auditors.




The
      continuation of our business is dependent upon us raising additional financial
      support. The issuance of additional equity securities by us could result in
      a
      significant dilution in the equity interests of our current stockholders.
      Obtaining commercial loans, assuming those loans would be available, will
      increase our liabilities and future cash commitments.




**Contractual
      Obligations**




***Operating
      and Capital Leases***




We
      conduct our principal operations in a leased facility located at Rok House,
      Kingswood Business Park, Holyhead Road, Albrighton, Wolverhampton, WV7 3AU,
      England. We occupy 4,878 square feet of space under a lease with an annual
      rental rate of £40,000
      (approximately $80,000) that expires in September 2013. We also lease 1,985,
      1,398 and 1,180 square
      feet of space in London, England, 3,138 square feet of space in Llandow, South
      Wales, 300 square feet of space in Gloucestershire, England, and 1,522 square
      feet of space in Lancaster, England. We pay £30,090
      (approximately $60,180), £46,742 (approximately $93,484), £25,164 (approximately
      $50,328), £34,518 (approximately $69,036), £7,905 (approximately $15,810) and
£15,000 (approximately $30,000), respectively, in annual rent under these
      leases, which expire in May 2012, September 2009, August 2009, July 2009, August
      2008 and February 2012, respectively. Our Chinese subsidiaries are located
      in
      Beijing, and occupy a 2,852 square feet building at a cost of $33,826 on an
      annually renewable lease each August. On the acquisition of Fun Little Movies
      Inc we acquired office space of 640 square feet,in Burbank, California, at
      an
      annual cost of $13,440 on a monthly lease and on the acquisition of Geniem
      Oy we
      acquired office space of 1,657 square feet, in Tampere, Finland, at an annual
      cost of $26,500 on a monthly lease. Until Rock Group plc entered administration
      on May 8, 2008, we also had a mortgage on the freehold property in Warwick,
      England, this property has 22,000 square feet of office, assembly and storage
      space, we paid £134,400 (approximately $268,800) annually and was due to expire
      in 2012. We are currently considering occupying a leased facility in California,
      but no commitment has yet been given in respect of any property.




We
      currently hold two capital leases for assets that were purchased in May 2006:
      a
      Mercedes Maybach car costing £190,000 (approximately $380,000) and computer
      equipment kit costing £62,427 (approximately $124,854). We pay £4,347
      (approximately $8,694) per month for the Mercedes Maybach and £1,734
      (approximately $3,468) per month for the computer equipment. These leases will
      expire in April 2011 and April 2009, respectively. In addition, we pay £713
      (approximately $1,426) a month for operating leases for two Volkswagen Golf
      cars
      which commenced in July 2007 and will expire in June 2009. Until
      Rock Group plc entered administration on May 8, 2008, w e
      also
      paid £833 (approximately $1,666) a month for the capital lease of a Porsche car
      which will expire in September 2010.




The
      following table summarizes our obligations under contractual agreements as
      of
      March 31, 2008 and the time frame within which payments on such obligations
      are
      due.




**Payment Due by Period****(
                in thousands of dollars)****Contractual Obligations**
            
            **Total**
            
            **Less Than 1 Year**
            
            **1-3 Years**
            
            **3-5 Years**
            
            **More Than 5 Years**Capital
                Lease Obligations
            
            $
            416
            
            $
            166
            
            $
            241
            
            $
            9
            
            $
            —Operating
                Lease Obligations
            
            
            834
            
            
            307
            
            
            292
            
            
            195
            
            
            40Total
            
            $
            1,250
            
            $
            473
            
            $
            533
            
            $
            204
            
            $
            40




Based
      on
      our working capital position at March 31, 2008, we believe we do not have
      sufficient working capital to meet our current contractual obligations.




32




**Impact
      of Inflation**




We
      expect
      to be able to pass inflationary increases for content and other costs on to
      our
      customers through price increases, as required, and do not expect inflation
      to
      be a significant factor in our business.




**Seasonality**




Although
      our operating history is limited, we do not believe our products and services
      are seasonal with the exception of handset sales which are higher over
      the Christmas period.




**Off-Balance
      Sheet Arrangements**




There
      are
      no off-balance sheet arrangements between us and any other entity that have,
      or
      are reasonably likely to have, a current or future effect on our financial
      condition, changes in financial condition, revenues or expenses, results of
      operations, liquidity, capital expenditures or capital resources that is
      material to stockholders.




**Critical
      Accounting Policies and Estimates**




The
      preparation of our consolidated financial statements in conformity with
      accounting principles generally accepted in the United States of America
      requires our management to exercise its judgment. We exercise considerable
      judgment with respect to establishing sound accounting policies and in making
      estimates and assumptions that affect the reported amounts of our assets and
      liabilities, our recognition of revenues and expenses, and disclosures of
      commitments and contingencies at the date of the financial
      statements.




On
      an
      ongoing basis, we evaluate our estimates and judgments. We base our estimates
      and judgments on a variety factors including our historical experience,
      knowledge of our business and industry, current and expected economic
      conditions, the composition of our products and services, and the regulatory
      environment. We periodically re-evaluate our estimates and assumptions with
      respect to these judgments and modify our approach when circumstances indicate
      that modifications are necessary.




While
      we
      believe that the factors we evaluate provide us with a meaningful basis for
      establishing and applying sound accounting policies, we cannot guarantee that
      the results will always be accurate. Since the determination of these estimates
      requires the exercise of judgment, actual results could differ from such
      estimates.




A
      description of significant accounting polices that require us to make estimates
      and assumptions in the preparation of our consolidated financial statements
      are
      as follows:




*Financial
      statements*





The
      carrying amounts for all financial instruments approximate fair value. The
      carry
      amounts for cash and cash equivalents, accounts receivable, accounts payable,
      and accrued expenses approximate fair value because of the short maturity of
      these instruments. The fair value of long-term debt and deferred liabilities
      retirement benefits approximates the carrying amounts based upon our
      expected borrowing rate for debt with similar remaining maturities and
      comparable risk.





*Principles
      of consolidation*





The
      consolidated financial statements include the accounts of our Company and
      our wholly-owned subsidiaries. All significant inter-company transactions
      and balances have been eliminated in consolidation.





33




*1.
      Revenue Recognition*





We
      recognize revenue primarily from product sales and the provision of content
      and
      other entertainment services on mobile telephones.




We
      recognize revenue when (i) persuasive evidence of an arrangement exists; (ii)
      delivery has occurred, which is when product title transfers to the customer,
      or
      services have been rendered; (iii) customer payment is deemed fixed or
      determinable and free of contingencies and significant uncertainties; and (iv)
      collection is probable.





*Product
      sales*





We
      recognize revenue on product sales generally upon shipment of the product or
      customer acceptance depending upon the contractual arrangements with the
      customer. Any shipping charges to be billed to customers are included in sales
      and any related shipping costs are included in cost of sales.





*Services
      and other*





Software
      services revenue is recognized as and when services are performed with any
      maintenance and support revenues being recognized ratably over the term of
      the
      contract, which is typically one to three years. In situations where PCS is
      included during the first year of the license and such support is insignificant
      and upgrades/enhancements are not provided, the revenue attributable to PCS
      is
      recognized upon shipment or customer acceptance of the software license.
 In situations where PCS is included during the first year of the license
      and such support is significant and upgrades/enhancements are frequent, the
      revenue attributable to PCS is recognized ratably over the support period based
      on vendor-specific objective evidence of fair value **.** If
      vendor-specific objective evidence of fair value does not exist for arrangements
      with significant PCS, all revenue is deferred and recognized ratably over the
      support period.




*2.
      Cash and Cash Equivalents*




For
      purposes of reporting within the statement of cash flows, we consider all cash
      on hand, cash accounts not subject to withdrawal restrictions or penalties,
      and
      all highly liquid debt instruments purchased with a maturity of three months
      or
      less to be cash and cash equivalents. Some risk of loss is incurred when cash
      balances exceed federally reserved limits.




*3.
      Accounts receivable*





Accounts
      receivable are unsecured and stated at net realizable value and bad debts are
      accounted for using the allowance method. We perform credit evaluations of
      our
      customers’ financial condition on an as-needed basis and generally require no
      collateral. Payment is generally due 90 days or less from the invoice date
      and
      accounts past due more than 90 days are individually analyzed for
      collectibility. Interest is not charged on past due accounts. In addition,
      an
      allowance is provided for other accounts when a significant pattern of
      uncollectibility has occurred based on historical experience and management’s
      evaluation of accounts receivable. When all collection efforts have been
      exhausted, the account is written off against the related allowance. The
      allowance for doubtful accounts was $.220 million and $0 at March 31, 2008
      and
      2007, respectively.





*4.
      Inventories*





Inventories
      consist principally of component parts which are valued at the lower of cost
      and
      net realizable value (using the first-in, first-out method). There were no
      inventory reserves at March 31, 2008 and 2007.




*5.
      Investments*




Investments
      consist of amounts invested in the unlisted equity of privately held companies
      for business and strategic purposes. The securities of these companies are
      not
      publically traded and so are recorded at cost. We do not exercise dominant
      influence over the operating or financial policies of the companies in which
      we
      have invested.




34




*6.
      Property and Equipment*




Office
      furniture, equipment, and software are carried at historical cost less
      accumulated depreciation, not in excess of their estimated net realizable value.
      Normal maintenance and repairs are charged to earnings, while expenditures
      for
      major maintenance and betterments are capitalized. Gains or losses on
      disposition are recognized in operations. Depreciation is calculated over the
      estimated useful lives of the assets as follows on a straight line
      basis:


Freehold
                  land and buildings:
              40
                  yearsLeasehold
                  improvements
              5
                  yearsEquipment,
                  furniture and fittings
              3
                  years




Depreciation
      expense was $.564 million and $.351 million for the fiscal years ended
      March 31, 2008 and 2007, respectively.




*7.
      Intangible Assets*





Intangible
      assets consist of goodwill and internally generated development costs. Goodwill
      represents the excess (or shortfall) of the purchase price compared with the
      fair value of net assets acquired. We review purchased goodwill for impairment
      if events or changes in circumstances indicate that the carrying amounts may
      not
      be appropriate or as otherwise required by relevant accounting standards. The
      date of the annual impairment review has yet to be determined by us however
      in
      the meantime we will continue to consider any indicators of impairment or change
      in circumstances.





*8.
      Impairment of Long-Lived Assets*





We assess
      the recoverability of long-lived assets annually or whenever events or changes
      in circumstances indicate that expected future undiscounted cash flows might
      not
      be sufficient to support the carrying value of an asset. Recoverability of
      assets to be held and used is measured by a comparison of the carrying value
      of
      an asset to future net cash flows expected to be generated by the asset. If
      the
      assets are considered to be impaired, the impairment to be recognized is
      measured as the amount by which the carrying value of the assets exceeds the
      fair value of the assets. Assets to be disposed of are reported at the lower
      of
      the carrying amount or fair value less costs to sell.





*9.
      Shipping and handling costs*





Shipping
      and handling costs charged to customers are included in sales and shipping
      and
      handling costs incurred by us have been included within content and
      distribution and in the cost of handsets.





*10.
      Research and Development*





All
      research and other development costs are written off as incurred.





*11.
      Foreign currency*





Foreign
      denominated monetary assets and liabilities are translated at the rate of
      exchange prevailing at the balance sheet date. Revenue and expenses are
      translated at the average exchange rates prevailing during the reporting
      period **.** Our
      United Kingdom and Chinese subsidiaries functional currencies are Sterling
      GBP£
and the Chinese RMB, respectively. Translation adjustments result from
      translating our financial statements into the reporting currency, the U.S.
      dollar.





*12.
      Basic and Diluted Loss per Common Shares*





Basic
      and
      diluted loss per common share for all periods presented is computed using the
      weighted average number of common shares outstanding. Basic weighted average
      shares outstanding include only outstanding common shares. Diluted net loss
      per
      common share is computed by dividing net loss by the weighted average common
      and
      potential dilutive common shares outstanding computed in accordance with the
      treasury stock method. Shares reserved for outstanding stock warrants and
      options are not considered in the computation of diluted loss per share for
      the
      periods presented because the impact of the incremental shares is antidilutive.





35




Shares
      of
      common stock issuable upon conversion or exercise of potentially dilutive
      securities at March 31, 2008 are as follows:


Options
                  granted
              
              
              6,718,780Options
                  not yet subject to grant
              
              
              93,610Total
                  number of options
              
              
              6,812,390





221,552
      of stock options were converted into shares on May 2, 2008.




*13.
      Advertising and Promotional Expenditures*




Advertising
      and promotional costs are expensed as incurred. Advertising and promotional
      costs were $400,989 and $683,530 for the fiscal years ended March 31, 2008
      and
      2007, respectively.




*14.
      Accounting for Stock-Based Compensation*





Our
      board
      of directors adopted the 2007 Incentive Compensation Plan which was approved
      by
      our stockholders in November 2007. Participants in the 2007 Incentive
      Compensation Plan may include employees, officers, directors, consultants,
      or
      independent contractors who the compensation committee determines shall receive
      awards under the plan. The 2007 Incentive Compensation Plan authorizes the
      grant
      of options to purchase common stock intended to qualify as incentive stock
      options under Section 422 of the Internal Revenue Code of 1986, as amended,
      the
      grant of options that do not qualify as incentive stock options, restricted
      stock, restricted stock units, stock bonuses, stock appreciation rights,
      performance awards, dividend equivalents, warrants and other equity based
      awards. The number of shares of common stock currently reserved for issuance
      under the 2007 Incentive Compensation Plan is up to 9,000,000 shares.





The
      2007
      Incentive Compensation Plan has not yet been completed and so the fair value
      of
      all awards has not yet been estimated. No new awards have been issued under
      this
      Plan since the reverse merger.





Prior
      to
      the above 2007 Incentive Compensation Plan being adopted, Cyberfund Inc. had
      a
      non-qualified stock option plan whereby stock options may have been granted
      to
      key employees, directors and executive officers designated by the Board of
      Directors at exercise prices equal to greater than fair market value. There
      were
      105,000 shares reserved for issuance under that plan and at December 31, 2006,
      the date of the last annual filing by Cyberfund Inc., 55,000 shares were still
      available for grant under the plan. No options had been issued or outstanding
      during 2006 or 2005 and no options are still available under the terms of that
      plan.





We
      account for equity instruments issued for services and goods to non-employees
      under Statement of Financial Accounting Standards (“SFAS”) No. 123(R),
“Share-Based Payment”; Emerging Issues Task Force (“EITF”) Issue 96-18,
“Accounting for Equity Instruments that are Issued to Other Than Employees for
      Acquiring, or in Conjunction with Selling, Goods or Services”; and EITF Issue
      00-18, “Accounting Recognition for Certain Transactions Involving Equity
      Instruments Granted to Other Than Employees.” Generally, the equity instruments
      issued for services and goods will be shares of our common stock or warrants
      to
      purchase shares of our common stock. These shares or warrants generally will
      be
      fully-vested, non-forfeitable and exercisable at the date of grant and will
      require no future performance commitment by the recipient. We expense the fair
      market value of these securities over the period in which the related services
      are received.




*15.
      Income Taxes*




We
      account for income taxes pursuant to SFAS No. 109, *Accounting
      for Income Taxes* (“SFAS
      109”). Under SFAS 109, deferred tax assets and liabilities are determined based
      on temporary differences between the bases of certain assets and liabilities
      for
      income tax and financial reporting purposes. The deferred tax assets and
      liabilities are classified according to the financial statement classification
      of the assets and liabilities generating the differences.




36




We
      maintain a valuation allowance with respect to deferred tax assets. Our company
      establishes a valuation allowance based upon the potential likelihood of
      realizing the deferred tax asset and taking into consideration our company’s
      financial position and results of operations for the current period. Future
      realization of the deferred tax benefit depends on the existence of sufficient
      taxable income within the carry forward period under the Federal tax
      laws.




Changes
      in circumstances, such as our generating taxable income, could cause a change
      in
      judgment about the ability to realize the related deferred tax asset. Any change
      in the valuation allowance will be included in income in the year of the change
      in estimate.




*16.
      Use of Estimates*





The
      preparation of financial statements in conformity with U.S. generally accepted
      accounting principles requires our management to make estimates and assumptions
      that affect the reported amounts of assets and liabilities and disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reported amounts of revenues and expenses during the reporting periods.
      Significant estimates of ours are the allowance for doubtful accounts, deferred
      tax assets, deferred revenue, depreciable lives and methods of property and
      equipment, valuation of warrants and other stock-based compensation and
      valuation of recorded goodwill and intangible assets. Our actual results could
      differ from those estimates.





*17.
      Leased assets and obligations*





Where
      assets are financed by leasing agreements that give rights approximating to
      ownership (“finance leases”), we treat the assets as if they had been purchased
      outright. The amount capitalized is the cost of the asset acquired, which
      approximates to the present value of the minimum lease payments payable during
      the lease term. The corresponding leasing commitments are shown as obligations
      to the lessor. We treat lease payments as consisting of capital and interest
      elements, and the interest is charged to the profit and loss account in
      proportion to the remaining balance outstanding on a straight line basis. All
      other leases are “operating leases” and the annual rentals are charged to profit
      and loss account on a straight line basis over the lease term.





*18.
      Retirement benefits*





We
      operate defined contribution pension plans. The amount charged to the profit
      and
      loss account in respect of pension costs is the contributions payable in the
      year. Differences between contributions payable in the year and contributions
      actually paid are shown as either accruals or prepayments in the balance
      sheet.




*19.
      Comprehensive Loss*




Comprehensive
      loss consists of net loss and the effects of foreign currency
      translation.


**Recent
        Accounting Pronouncements**


In
      December 2007, the Financial Accounting Standards Board ("FASB") issued SFAS
      No.
      141 (Revised 2007) “Business Combinations” (SFAS No. 141(R)) and SFAS No. 160
“Non-controlling Interests in Consolidated Financial Statements,” which are
      effective for fiscal years beginning after December 15, 2008. These new
      standards represent the completion of the FASB’s first major joint project with
      the International Accounting Standards Board (IASB) and are intended to improve,
      simplify, and converge internationally the accounting for business combinations
      and the reporting of non-controlling interests (formerly minority interests)
      in
      consolidated financial statements. We will adopt these standards at the
      beginning of our 2010 fiscal year. The effect of adoption will generally be
      prospectively applied to transactions completed after the end of the our 2009
      fiscal year, although the new presentation and disclosure requirements for
      pre-existing non-controlling interests will be retrospectively applied to all
      prior-period financial information presented.




SFAS
      No.
      141(R) retains the underlying fair value concepts of its predecessor (SFAS
      No.
      141), but changes the method for applying the acquisition method in a number
      of
      significant respects including the requirement to expense transaction fees
      and
      expected restructuring costs as incurred, rather than including these amounts
      in
      the allocated purchase price; the requirement to recognize the fair value of
      contingent consideration at the acquisition date, rather than the expected
      amount when the contingency is resolved; the requirement to recognize the fair
      value of acquired in-process research and development assets at the acquisition
      date, rather than immediately expensing; and the requirement to recognize a
      gain
      in relation to a bargain purchase price, rather than reducing the allocated
      basis of long-lived assets. Because this standard is generally applied
      prospectively, the effect of adoption on our financial statements will depend
      primarily on specific transactions, if any, completed after 2009.




37




In
      May
      2008, the FASB issued SFAS No. 162 (SFAS 162), "The Hierarchy of Generally
      Accepted Accounting Principles." SFAS 162 is intended to improve financial
      reporting by identifying a consistent framework, or hierarchy, for selecting
      accounting principles to be used in preparing financial statements that are
      presented in conformity with U.S. generally accepted accounting principles
      (GAAP) for nongovernmental entities.




Prior
      to
      the issuance of SFAS 162, GAAP hierarchy was defined in the American Institute
      of Certified Public Accountants (AICPA) Statement on Auditing Standards No.
      69
      (SAS 69), "The Meaning of Present Fairly in Conformity With Generally Accepted
      Accounting Principles." SAS 69 has been criticized because it is directed to
      the
      auditor rather than the entity. SFAS 162 addresses these issues by establishing
      that the GAAP hierarchy should be directed to entities because it is the entity
      (not its auditor) that is responsible for selecting accounting principles for
      financial statements that are presented in conformity with GAAP.




SFAS
      162
      is effective 60 days following the SEC's approval of the Public Company
      Accounting Oversight Board Auditing amendments to AU Section 411, "The Meaning
      of Present Fairly in Conformity with Generally Accepted Accounting Principles."
      It is only effective for nongovernmental entities; therefore, the GAAP hierarchy
      will remain in SAS 69 for state and local governmental entities and federal
      governmental entities. We do not expect SFAS 162 to have a material effect
      on our consolidated financial statements.




In
        February 2007, the FASB issued SFAS No. 159, “The Fair Value Option
        for Financial Assets and Financial Liabilities-Including an Amendment of
        FASB
        Statement No 115.” SFAS 159 permits an entity to choose to measure many
        financial instruments and certain other items at fair value. Most of the
        provisions of SFAS 159 are elective; however, the amendment of
        SFAS No. 115, “Accounting for Certain Investments in Debt and Equity
        Securities,” applies to all entities with available-for-sale or trading
        securities. For financial instruments elected to be accounted for at fair
        value,
        an entity will report the unrealized gains and losses in earnings. SFAS 159
        is effective for fiscal years beginning after November 15, 2007. We do not
        believe that the adoption of SFAS 159 will have a material effect on our
        results of operations or financial position.
  During
        September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”
(“SFAS 157”). This statement defines fair value, establishes a framework
        for measuring fair value under generally accepted accounting principles,
        and
        expands disclosures about fair value measurements. SFAS 157 is effective
        for financial statements issued for fiscal years beginning after
        November 15, 2007, however, during December 2007, the FASB proposed FASB
        Staff Position SFAS 157-2 which defered the effective date of certain
        provisions of SFAS 157 until fiscal years beginning after November 15,
        2008. We do not believe that the adoption of SFAS 157 will have a material
        effect on our results of operations or financial position.




**ITEM
      7*****FINANCIAL
      STATEMENTS*******




Our
      audited financial statements for the fiscal year ended March 31, 2008 are
      included as a separate section of this report beginning on page F-1. The
      consolidated financial statements for the fiscal year ended March 31, 2007
      included herein are unaudited pro forma financial statements. The audited UK
      GAAP financial statements for the two subsidiaries (Rok Entertainment Group
      Limited and Rok Corporation Limited) that merged prior to the November 2007
      share exchange for the fiscal year ended March 31, 2007 were previously filed
      as
      part of our current report on Form 8-K filed with the SEC on November 20,
      2007.




**ITEM
              8**
            ***CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                DISCLOSURE*******




On
      January 8, 2008, we dismissed Malone & Bailey, PC as our independent
      registered public accounting firm. The audit reports of Malone & Bailey on
      our financial statements as of and for the years ended December 31, 2006 and
      2005 did not contain an adverse opinion or disclaimer of opinion, nor were
      they
      qualified or modified as to uncertainty, audit scope or accounting principles,
      except that the audit reports contained an explanatory paragraph describing
      the
      existence of substantial doubt about our ability to continue as a going concern.




During
      the year ended December 31, 2006 and through the date hereof, there were no
      disagreements with Malone & Bailey on any matter of accounting principles or
      practices, financial statement disclosure, or auditing scope or procedure which,
      if not resolved to Malone & Bailey’s satisfaction, would have caused Malone
& Bailey to make reference to the subject matter of the disagreement in
      connection with its report on our financial statements for such year.




Simultaneously
      with the dismissal of Malone & Bailey, we engaged Virchow, Krause & Co.,
      LLP to act as our independent registered public accounting firm as successor
      to
      Malone & Bailey.




During
      the fiscal years ended March 31, 2008 and 2007, and the subsequent interim
      periods through the date hereof, we have not, nor has any person on our behalf,
      consulted with Virchow Krause regarding either the application of accounting
      principles to a specific completed or contemplated transaction, or the type
      of
      audit opinion that might be rendered on our financial statements, nor has
      Virchow Krause provided to us a written report or oral advice regarding such
      principles or audit opinion on any matter that was the subject of a disagreement
      or reportable event set forth in Item 304(a)(1)(iv) of Regulation S-B with
      our
      former independent accountant.




38




The
      audit
      committee of our board of directors approved the dismissal of Malone &
Bailey, and this action was ratified by our board of directors. The audit
      committee of our board of directors simultaneously approved the appointment
      of
      Virchow Krause as our independent registered public accounting firm, and this
      action was ratified by our board of directors.




**ITEM
      8A(T)**  **CONTROLS
      AND PROCEDURES**




We
      are a
      newly-public foreign company by virtue of our November 2007 share exchange
      transaction and, given this, we have requested that the SEC allow us to not
      provide an evaluation of the effectiveness and operation of our disclosure
      controls and procedures until we file our annual report for the year ending
      March 31, 2009 as we are not accelerated filers for the first year.
      Consequently, our management has not yet formally evaluated the effectiveness
      of
      our disclosure controls and procedures as of the end of the period covered
      by
      this report.




However
      when an evaluation is performed, it will be with the participation of our Chief
      Executive Officer and our Chief Financial Officer. The evaluation will be
      designed to assess whether disclosure controls and procedures are effective
      to
      ensure that information we are required to disclose in reports that we file
      or
      submit under the Securities Exchange Act of 1934, as amended, is accumulated
      and
      communicated to our management, including our principal executive and principal
      financial officers, as appropriate to allow timely decisions regarding required
      disclosures, and that such information is recorded, processed, summarized,
      and
      reported within the time periods specified in SEC rules and forms.




A
      material weakness is a control deficiency or a combination of control
      deficiencies that results in more than a remote likelihood that a material
      misstatement of the annual or interim consolidated financial statements will
      not
      be prevented or detected. Our management concluded that as of March 31, 2008
      in
      the initial presentation of our financial statements we did not maintain
      effective controls over the preparation, review and presentation and disclosure
      of our consolidated financial statements in accordance with US GAAP given this
      was the first time our team had prepared financial statements in this format
      of
      a 10-KSB. Specifically, there were adjustments required by the auditors so
      that
      our financial statements complied with US generally accepted accounting
      principles and our management determined that this control deficiency
      constituted a material weakness in our internal control over financial
      reporting.




Our
      management will take steps to remediate the material weakness in our internal
      control over financial reporting relating to the compliance with US generally
      accepted accounting principles. These steps include a thorough review in future
      of the classification requirements of each component line item and the
      individual elements that comprise each line item of the financial statements
      in
      accordance with US generally accepted accounting principles.




**ITEM
      8B**  ***OTHER
      INFORMATION*** ****




None.


39




**PART
      III**




**ITEM
              9**
            **DIRECTORS,
                EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE;
                COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT**





The
      following table sets forth the name, age and positions of each of our directors
      and executive officers as of June 30, 2008:




**Name**
            
            **Age**
            
            **Position**Jonathan
                Kendrick
            
            51
            
            Chairman
                of the Board of DirectorsLord
                (Benjamin) Mancroft (1) (2)
            
            51
            
            Non-Executive
                Deputy Chairman of the Board of DirectorsLaurence
                Alexander (1) (2)
            
            43
            
            Chief
                Executive Officer, President and DirectorAlex
                Renny (1) (2)
            
            46
            
            Chief
                Financial Officer, Secretary, Treasurer and DirectorJames
                Kendrick
            
            39
            
            Chief
                Operating Officer and DirectorJeremy
                Boswell
            
            41
            
            Chief
                Technology OfficerBruce
                Renny
            
            43
            
            Chief
                Marketing OfficerPeter
                Boswell
            
            46
            
            Chief
                Sales OfficerStuart
                Furnival
            
            44
            
            Chief
                Global Accounts Officer





(1)
            
            Member
                of the audit committee.(2)
            
            Member
                of the compensation committee.





**Executive
      Officers**  **and
      Directors**




The
      principal occupations for the past five years (and, in some instances, for
      prior
      years) of each of our directors and executive officers are as
      follows:




*Jonathan
      Kendrick* has
      served as our Chairman of the Board of Directors since November 14, 2007, and
      has served in a similar position with Rok Entertainment Group Limited since
      May
      2004. From November 2002, when it was formed, to June 2007, Mr. Kendrick served
      as Chairman and founder of Rok Corporation Limited, the predecessor to Rok
      Entertainment Group Limited. In 1982, Mr. Kendrick, in conjunction with his
      brother Michael, founded Lighter Than Air Limited, the largest airship and
      balloon company in the world which went on to become the Virgin Airship &
Balloon Company Limited, partly owned by Sir Richard Branson. It was through
      helping to launch the Orange brand with an airship that Mr. Kendrick became
      aware of the massive potential of mobile content. In 1979, Mr. Kendrick secured
      the European rights for the then-unknown brand of Yokohama Tyres. Mr. Kendrick
      developed the Yokohama brand through shrewd sponsorship of the young Ayrton
      Senna and Eddie Jordan before selling the European division of Yokohama back
      to
      the Japanese parent group in 1990. He began his career with Goodyear Racing
      in
      1973.




*Lord
      (Benjamin) Mancroft* has
      served as our Non-Executive Deputy Chairman of the Board of Directors since
      November 14, 2007, and has served in a similar position with Rok Entertainment
      Group Limited since January 2005. Lord Mancroft has been a hereditary member
      of
      the House of Lords since 1987 and was elected in the 1999 House of Lords reforms
      to keep his seat. He is familiar with the current regulatory and business
      environment of the gaming industry in the United Kingdom and has multiple
      involvements in the gaming industry. He is a member of the Parliamentary Joint
      Scrutiny Committee on the U.K. 2005 Gambling Act and is a member of the
      Parliamentary All Party Betting and Gaming Group and the Executive Committee
      of
      the Lotteries Council. He is Chairman of Phoenix Gaming Ltd., which has a U.K.
      nationwide Lottery Operator’s license and also Chairman of New Media Lottery
      Services plc, a company listed in the U.K. Lord Mancroft is Deputy Chairman
      of
      the Countryside Alliance and has been chairman of three charitable foundations,
      serving currently on the boards of two charities.




40




*Laurence
      Alexander* has
      served as our Chief Executive Officer and President and as one of our directors
      since November 14, 2007, and has served in similar positions with Rok
      Entertainment Group Limited since June 2007. From April 2005 to May 2007, Mr.
      Alexander served as Chief Executive Officer of Emblaze Mobile, a handset
      manufacturer, where he delivered several initial public offerings and mergers
      and acquisitions, and grew the business to one with a turnover of $350 million.
      From September 2001 to March 2005, he served as Group Director of Products
      and
      Devices of O2 and then as President of O2 Asia Pacific, as well as driving
      the
      development of O2’s online consolidation in the United Kingdom, Germany, Ireland
      and Asia. Prior to that, he served until 2002 as Managing Director of Genie
      (the
      BT Cellnet subsidiary), which he joined in 2000. From his early start with
      Simoco International, a mobile network service provider, he moved on to drive
      the development of the Dutch-owned ISP World Online before it was bought by
      Tiscali Services S.p.A. of Italy.




*Alex
      Renny* has
      served as our Chief Financial Officer, Treasurer and Secretary and as one of
      our
      directors since November 14, 2007. He had previously served in various positions
      with the family of Rok-affiliated companies since October 2002. He has been
      involved in strategy, corporate development and corporate finance functions.
      He
      previously held the title of Director of Strategy and Corporate Development.
      From November 1999 to October 2002, he worked as an independent management
      and
      strategy consultant. Prior to that, he worked in the investment banking sector
      for ten years as a proprietary trader in fixed income and interest rate
      derivatives with U.S., British and Japanese organizations, and before that
      was
      an Infantry Officer of the British Army, becoming an Arctic Warfare Instructor
      in the process. Mr. Renny received an M.B.A. from Cranfield School of Management
      in 1999, passed Sandhurst in 1986 and was awarded a B.Sc. degree in Biochemistry
      from London University in 1985.




*James
      Kendrick* has
      served as our Chief Operating Officer and as one of our directors since November
      14, 2007, and has served in a similar position with Rok Entertainment Group
      Limited since January 2005. Mr.
      Kendrick has a background in marketing and advertising. From April 2000 to
      March
      2003, he served as Managing Director for Virgin Airship and Balloon Limited,
      one
      of the Virgin Group of companies. He has worked with a number of blue-chip
      brands throughout his career including Proctor & Gamble, Cadbury Schweppes,
      Budweiser, Tesco, Pepsi, Lloyds TSB, Virgin Atlantic, Monster.com and
      Volkswagen.




*Jeremy
      Boswell* has
      served as our Chief Technology Officer since November 14, 2007, and has served
      in a similar position within the family of Rok-affiliated companies since
      November 2002. Mr.
      Boswell works
      closely with our Chief Operating Officer and is responsible for all systems
      and
      platforms on a global basis. He is an experienced software and hardware
      developer who has run many high-tech development projects. He has created
      hardware and software platforms and products for one of the most regulated
      industries in the world, the international casino industry. In the past, Mr.
      Boswell has worked with customers who have included Atronic, Aristocrat,
      Spielbank Hamburg, Grips, VLC and Sporting Bet.




*Bruce
      Renny* has
      served as our Chief Marketing Officer since November 14, 2007, and has served
      in
      a similar position within the family of Rok-affiliated companies since July
      2002. Mr. Renny is responsible for the planning and implementation of all
      aspects of ROK’s marketing function. His role includes strategy, content
      acquisition, design, public relations and corporate communications. Mr. Renny
      has experience, internationally, in numerous fields of marketing including
      advertising, media, sports sponsorship, event management and product promotions.
      Prior to July 2002, he spent 12 years with Sir Richard Branson’s Virgin Group.
      While there, he generated in excess of $100 million of revenues in just five
      years for Virgin’s Lightship Group. He has lived and worked in many countries
      worldwide. Before joining Virgin, he completed his education at the Royal
      Military Academy, Sandhurst before being commissioned into the British Army.




*Peter
      Boswell* has
      served as our Chief Sales Officer since April 8, 2008. Mr.
      Boswell is an
      experienced sales executive and is in charge of the development of customer
      relationships. He successfully founded Blubox Software Limited, an innovative
      technology start-up, which was acquired by us in 2007. Mr Boswell has previously
      worked with a number of technology and software start-ups as Managing Director
      where he has been instrumental in successfully closing agreements with a number
      of major blue chip companies worldwide. Mr Boswell served in the Military with
      the Royal Marines where he won distinction by being awarded the Commando medal
      and King’s Badge before going on to deployment on active service in the
      Falklands, Norway, Northern Ireland, Africa and Central America.





41




*Stuart
      Furnival* has
      served as our Chief Global Accounts Officer since April 8, 2008, and has served
      in a similar position, and been involved with sales, with Rok Entertainment
      Group Limited since March 2005. Mr.
      Furnival is
      responsible for the U.K. and international roll-out of our activities and has
      the further responsibility for the procurement of raw materials and inventory
      production and management. He is an experienced executive with an extensive
      career. From November 2003 to March 2005, Mr.
      Furnival worked
      with 20:20 Logistics. Prior to that, from December 2000 to August 2003, he
      worked with Atari UK, where he became Managing Director before
      leaving.




All
      directors hold office until the next annual meeting of stockholders and the
      election and qualification of their successors. Officers are elected annually
      by
      the board of directors and serve at the discretion of the board.




**Board
      Committees**




On
      December 17, 2007, the board of directors authorized the creation of an audit
      committee and a compensation committee.




***Audit
      Committee*** *.* We
      established an audit committee of the board of directors, which is chaired
      by
      Lord (Benjamin) Mancroft, who is considered an independent director with the
      financial sophistication to hold such position, and includes Laurence Alexander
      and Alex Renny. The audit committee’s duties are to recommend to the board of
      directors the engagement of independent auditors to audit our financial
      statements and to review our accounting and auditing principles. The audit
      committee reviews the scope, timing and fees for the annual audit and the
      results of audit examinations performed by the internal auditors and independent
      public accountants, including their recommendations to improve the system of
      accounting and internal controls. The audit committee is at all times to be
      composed exclusively of directors who are, in the opinion of the board of
      directors, free from any relationship which would interfere with the exercise
      of
      independent judgment as a committee member and who possess an understanding
      of
      financial statements and generally accepted accounting principles.




***Compensation
      Committee*** *.* We
      established a compensation committee of the board of directors, which
      is chaired by Lord (Benjamin) Mancroft, who is considered an independent
      director with the financial sophistication to hold such position, and includes
      Laurence Alexander and Alex Renny. The compensation committee reviews and
      approves our salary and benefits policies, including compensation of executive
      officers. The compensation committee also administers our 2007 Incentive
      Compensation Plan, and recommends and approves grants of stock options and
      restricted stock under that plan.




We
      have
      not previously had a nominations and governance committee. During our current
      fiscal year, our board of directors expects to create such a committee, in
      compliance with established corporate governance requirements.




***Nominations
      and Governance Committee*** .
      We plan
      to establish a nominations and governance committee of the board of directors.
      The purpose of the nominations and governance committee would be to select,
      or
      recommend for our entire board’s selection, the individuals to stand for
      election as directors at the annual meeting of stockholders and to oversee
      the
      selection and composition of committees of our board. The nominations and
      governance committee’s duties would also include considering the adequacy of our
      corporate governance and overseeing and approving management continuity planning
      processes.




**Indebtedness
      of Directors and Executive Officers**




None
      of
      our directors or executive officers or their respective associates or affiliates
      is indebted to us.




**Family
      Relationships**




There
      are
      no family relationships among our executive officers and present or proposed
      directors, except that Jonathan Kendrick, our Chairman of the Board, is the
      uncle of James Kendrick, our Chief Operating Officer, and Alex Renny, our Chief
      Financial Officer, Treasurer and Secretary, and Bruce Renny, our Chief Marketing
      Officer, are brothers.




42




**Legal
      Proceedings**




As
      of the
      date of this report, there is no material proceeding to which any of our
      directors, executive officers, affiliates or stockholders is a party adverse
      to
      us.




**Code
      of Ethics**




We
      have
      adopted a Code of Business Conduct and Ethics that is applicable to all of
      our
      employees, officers and directors. Our Code of Business Conduct and Ethics
      satisfies the requirements of Item 406(b) of Regulation S-B and applicable
      NASDAQ Marketplace Rules. Our Code of Business Conduct and Ethics is available,
      free of charge, upon written request to our Chief Financial Officer at Rok
      House, Kingswood Business Park, Albrighton, Wolverhampton, WV7 3AU, England.




**2007
      Incentive Compensation Plan**




Our
      board
      of directors adopted the 2007 Incentive Compensation Plan which was approved
      by
      our stockholders in November 2007. Participants in the 2007 Incentive
      Compensation Plan may include employees, officers, directors, consultants,
      or
      independent contractors who the compensation committee determines shall receive
      awards under the plan. The 2007 Incentive Compensation Plan authorizes the
      grant
      of options to purchase common stock intended to qualify as incentive stock
      options under Section 422 of the Internal Revenue Code of 1986, as amended,
      the
      grant of options that do not qualify as incentive stock options, restricted
      stock, restricted stock units, stock bonuses, stock appreciation rights,
      performance awards, dividend equivalents, warrants and other equity based
      awards. The number of shares of common stock currently reserved for issuance
      under the 2007 Incentive Compensation Plan is up to 9,000,000 shares.




The
      2007
      Incentive Compensation Plan has not yet been completed and so the fair value
      of
      all awards has not yet been estimated. No new awards have been issued under
      this
      Plan since the reverse merger.




Prior
      to
      the above 2007 Incentive Compensation Plan being adopted, Cyberfund Inc. had
      a
      non-qualified stock option plan whereby stock options may have been granted
      to
      key employees, directors and executive officers designated by the board of
      directors at exercise prices equal to greater than fair market value. There
      were
      105,000 shares reserved for issuance under that plan and at December 31, 2006,
      55,000 shares were available for grant under the plan. No options had been
      issued or outstanding during 2006 or 2005.




**Section
      16(a) Beneficial Ownership Reporting Compliance**




Section
      16(a) of the Exchange Act requires our officers, directors and persons who
      own
      more than 10% of a registered class of our equity securities to file reports
      of
      ownership and changes in ownership with the SEC. Such officers, directors and
      shareholders are required by the SEC to furnish us with copies of all such
      reports. To our knowledge, based solely on a review of copies of reports filed
      with the SEC during the fiscal year ended March 31, 2008, all applicable Section
      16(a) filing requirements were met.




**ITEM
      10**  ***EXECUTIVE
      COMPENSATION*** ****




The
      following table shows, for our Chief Executive Officer and each of our two
      other
      most highly compensated executive officers, who are referred to as the named
      executive officers, information concerning compensation earned for services
      in
      all capacities during the fiscal year ended March 31, 2008.




**SUMMARY
      COMPENSATION TABLE**


**Change in****Pension****Non-**
              
              **Value and****Equity**
              
              **Nonqualified****Incentive**
              
              **Deferred****Stock**
              
              **Option**
              
              **Plan**
              
              **Compensation**
              
              **All Other****Name and**
              
              
              
              **Salary**
              
              **Bonus**
              
              **Awards**
              
              **Awards**
              
              **Compensation**
              
              **Earnings**
              
              **Compensation**
              
              **Total****Principal Position**
              
              **Year**
              
              **($)**
              
              **($)**
              
              **($)**
              
              **($)**
              
              **($)**
              
              **($)**
              
              **($)**
              
              **($)**Jonathan
                  Kendrick,
              
              
              2008
              
              
              401,813
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              401,813Chairman
                  of the Board of
                DirectorsLaurence
                  Alexander,
              
              
              2008
              
              
              670,613
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              670,613Chief
                  Executive Officer, Presidentand
                  DirectorJames
                  Kendrick
              
              
              2008
              
              
              239,413
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              239,413Chief
                  Operating Officer andDirector




43




**Outstanding
      Equity Awards at Fiscal Year End**




The
      following table sets forth certain information concerning unexercised options
      for each named executive officer outstanding as of the end of fiscal year ended
      March 31,2008.


**Number of**
              
              
              
              **Number of****exercisable**
              
              
              
              **exercisable****unexercised**
              
              
              
              **unexercised****options**
              
              
              
              **options****as at**
              
              **Option**
              
              **as at**
              
              **Option**
              
              **Option****March 31**
              
              **awards**
              
              **March 31**
              
              **exercise**
              
              **Expiry****Name and**
              
              **2007**
              
              **in year**
              
              **2007**
              
              **price**
              
              **date****Principal Position**
              
              **Number** (1)
              
              **Number**
              
              **Number**
              
              **($)**
              
              **Date**Jonathan
                  Kendrick
              
              
              1,613,186
              
              
              -
              
              
              1,613,186
              
              
              0.001
              
              
              November
                  14, 2017Chairman
                  of the Board of
                Directors
                  (2)Laurence
                  Alexander
              
              
              -
              
              
              1,342,032
              
              
              1,342,032
              
              
              0.001
              
              
              November
                  14, 2017Chief
                  Executive Officer, President and DirectorAlex
                  Renny
              
              
              83,441
              
              
              -
              
              
              83,441
              
              
              0.001
              
              
              November
                  14, 2017Chief
                  Financial Officer, Secretary, Treasurer and Director (3)James
                  Kendrick
              
              
              349,883
              
              
              -
              
              
              349,883
              
              
              0.001
              
              
              November
                  14, 2017Chief
                  Operating Officer andDirectorJeremy
                  Boswell
              
              
              249,187
              
              
              -
              
              
              249,187
              
              
              0.001
              
              
              November
                  14, 2017Chief
                  Technology OfficerBruce
                  Renny
              
              
              316,507
              
              
              -
              
              
              316,507
              
              
              0.001
              
              
              November
                  14, 2017Chief
                  Marketing OfficerStuart
                  Furnival
              
              
              -
              
              
              222,508
              
              
              222,508
              
              
              0.001
              
              
              November
                  14, 2017Chief
                  Global Accounts Officer (4)Peter
                  Boswell
              
              
              -
              
              
              167,132
              
              
              167,132
              
              
              0.001
              
              
              November
                  14, 2017Chief
                  Sales Officer (5)




(1)
            Unless
                otherwise indicated, includes share options owned by a spouse, minor
                children and relatives sharing the same home, as well as the entities
                owned or controlled by the named person. Unless otherwise noted,
                share
                options are owned of record and beneficially by the named
                person.




(2)
            Includes
                currently exercisable stock options to purchase 1,112,542 shares
                held by
                Mr. Kendrick’s spouse.




(3)
            Represents
                currently exercisable stock options to purchase shares of common
                stock
                held by Mr. Renny’s spouse.




(4)
            Represents
                currently exercisable stock options to purchase shares of common
                stock of
                which half, being 111,254, are held by Mr. Furnival’s
                spouse.




44




(5)
            Represents
                currently exercisable stock options owned of record by PDB Investments
                LLP, an entity in which Mr. Boswell has a 50% ownership.




**Compensation
      of Directors**




Directors
      are expected to timely and fully participate in all regular and special board
      meetings, and all meetings of committees that they serve on. We currently
      compensate our non-management directors by consultancy fees and through stock
      options granted.




During
      the fiscal year ended March 31, 2008, Lord (Benjamin) Mancroft, our only
      non-management director, received a consultancy fee and did not receive any
      further grants of stock options to purchase shares of our common stock for
      serving on our board of directors. Our other directors, as members of our
      management, do not receive separate compensation for serving as
      directors.




The
      table
      below summarizes the compensation payable to our non-management Director for
      the
      fiscal year ended March 31, 2008.




**SUMMARY
      COMPENSATION TABLE**


**Change in****Pension****Non-**
              
              **Value and****Equity**
              
              **Nonqualified****Incentive**
              
              **Deferred****Stock**
              
              **Option**
              
              **Plan**
              
              **Compensation**
              
              **All Other****Name and**
              
              
              
              **Fee**
              
              **Bonus**
              
              **Awards**
              
              **Awards**
              
              **Compensation**
              
              **Earnings**
              
              **Compensation**
              
              **Total****Principal Position**
              
              **Year**
              
              **($)**
              
              **($)**
              
              **($)**
              
              **($)**
              
              **($)**
              
              **($)**
              
              **($)**
              
              **($)**Lord
                  (Benjamin) Mancroft,
              
              
              2008
              
              
              92,542
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              92,542Non-Executive
                  Deputy Chairman
                of
                  the Board of Directors





As
      at
      March 31, 2008, Lord (Benjamin) Mancroft had 152,975 share options to purchase
      common stock and was owed $351,740 in unpaid consulting fees.




**Employment
      Agreements**




Each
      of
      Jonathan Kendrick, Laurence Alexander, James Kendrick, Alex Renny, Jeremy
      Boswell, Bruce Renny, Peter Boswell and Stuart Furnival has previously entered
      into an employment agreement with us. Pursuant to these employment agreements,
      the term of employment is perpetual, subject to retirement or termination by
      us
      or the employee.




Salaries
      are paid monthly in arrears on or around the last working day of each calendar
      month at the rate set out in the agreement schedule. We reserved the right
      to
      reduce the employee’s salary if duties change as a result of the employee’s
      incapacity or inability to perform his duties or to suspend payment of salary
      if
      the employee is suspended from duty by us and/or if the employee is laid off.
      Salaries are reviewed annually with no commitment to make
      adjustments.




Severance
      upon termination is paid in line with the terms of the agreement: during the
      trial period: 1 week; the end of the trial period until 4 years of completed
      service: 1 month; 4 years or more: 1 week for each completed year up to 12
      weeks
      maximum notice. The agreement contains a probationary period of three months
      during which time one week’s prior written notice to terminate the agreement
      must be given. The probationary period may be extended by us. If the employee
      is
      deemed to be unsuitable or if for any other reason the employee’s service is not
      required, the employment will cease at the end of the probationary
      period.




The
      agreements also contain covenants (a) restricting the employee from soliciting
      or accepting work from companies or individuals associated with us during
      the period of employment, and for a period of six months after the termination
      of employment the employee will not attempt to solicit or accept work from
      such
      companies or individuals, and (b) prohibiting the employee from disclosure
      of
      confidential information regarding us at any time.




Subject
      to the Patents Act 1977 and the Copyright, Designs and Patents Act 1988 in
      England, any invention, design or copyright work, including without limitation,
      all documents, data, drawings, specifications, articles, computer programs,
      object codes, source codes, network designs, business logic, notes, sketches,
      drawings, reports, modifications, tools, scripts or other items, made by the
      employee during the course of his employment with us (whether or not in the
      course of the employee’s duties) shall immediately upon creation or performance
      vest in and be and remain the sole and exclusive property of us. All right,
      title and interest in and to the same have been irrevocably and unconditionally
      assigned to us.




The
      agreements are made within the jurisdiction of the Courts and Employment
      Tribunals of England and Wales and are governed by the laws of England and
      Wales.




45




**ITEM
              11**
            ***SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                SHAREHOLDER MATTERS*******




The
      following table sets forth information with respect to the beneficial ownership
      of our common stock as of June 30, 2008, by:




·
            each
                person who is known by us to own beneficially more than 5% of our
                common
                stock,




·
            each
                of our directors and executive officers, and




·
            all
                of our directors and executive officers as a group.




Beneficial
      ownership is determined in accordance with the rules of the Securities and
      Exchange Commission. In computing percentage ownership of each person, shares
      of
      common stock subject to options, warrants, rights, conversion privileges or
      similar obligations held by that person that are currently exercisable or
      convertible, or exercisable or convertible within 60 days of June 30, 2008,
      are
      deemed to be beneficially owned by that person. These shares, however, are
      not
      deemed outstanding for the purpose of computing the percentage ownership of
      any
      other person.




**Name****(1)**
            
            **Number of**
              **Shares**
              **Beneficially**
              **Owned****(2)**
            
            **Percentage of**
              **Shares**
              **Beneficially**
              **Owned**(3)**5% Stockholders:**DeJoria
                Family Trust
            
            
            10,153,015
            
            
            18.8
            %RBC
                Trustees (Guernsey) Limited as trustee of The ROK Asset Management
                Limited
                Unapproved Pension Scheme
            
            
            6,983,934
            
            
            12.9
            %St.
                Anne’s Trustees Limited as trustee of The Rok Group Limited Unapproved
                Pension Scheme
            
            
            6,629,584
            
            
            12.2
            %John
                Paul DeJoria Nevada Trust
            
            
            4,522,062
            (4)
            
            8.4
            %Mark
                G. Hollo(5)
            
            
            3,805,910
            (6)
            
            7.0
            %**Executive
                Officers and Directors:**Jonathan
                Kendrick
            
            
            2,087,830
            (7)
            
            3.9
            %Laurence
                Alexander
            
            
            1,342,032
            (8)
            
            2.5
            %James
                Kendrick
            
            
            416,635
            (9)
            
            *Lord
                (Benjamin) Mancroft
            
            
            152,975
            (11)
            
            *Alex
                Renny
            
            
            83,441
            (10)
            
            *Jeremy
                Boswell
            
            
            412,008
            
            
            *Bruce
                Renny
            
            
            316,507
            
            
            *Stuart
                Furnival
            
            
            222,508
            (12)
            
            *Peter
                Boswell
            
            
            83,566
            (13)
            
            *All
                executive officers and directors as a group (9 persons)
            
            
            5,117,502
            (14)
            
            9.5
            %




46




* Less
      than
      one percent.




(1)
            The
                address of each person (other than Mr. Hollo) is c/o Rok Entertainment
                Group Inc., ROK House, Kingswood Business Park, Holyhead Road, Albrighton,
                Wolverhampton WV7 3AU, United
                Kingdom.




(2)
            Unless
                otherwise indicated, includes shares owned by a spouse, minor children
                and
                relatives sharing the same home, as well as the entities owned or
                controlled by the named person. Also includes shares if the named
                person
                has the right to acquire those shares within 60 days after June 30,
                2008,
                by the exercise of any warrant, stock option or other right. Unless
                otherwise noted, shares are owned of record and beneficially by the
                named
                person.




(3)
            The
                calculation in this column is based upon 54,144,331 shares of common
                stock
                outstanding on June 30, 2008. The shares of common stock and shares
                underlying stock options are deemed outstanding for purposes of computing
                the percentage of the person holding such stock options but are not
                deemed
                outstanding for the purpose of computing the percentage of any other
                person.




(4)
            Includes
                currently exercisable stock options to purchase 221,552 shares of
                common
                stock.




(5)
            The
                address of Mr. Hollo is 401 Broadway, Suite 912, New York, New York
                10013.
                Mr. Hollo is a former director of
                ours.




(6)
            Shares
                owned of record by AG Edwards & Sons Inc., an entity operating on
                behalf of Mr. Hollo.




(7)
            Includes
                currently exercisable stock options to purchase 1,613,186 shares
                of common
                stock, of which options to purchase 1,112,542 shares are held by
                Mr.
                Kendrick’s spouse.




(8)
            Represents
                currently exercisable stock options to purchase shares of common
                stock.




(9)
            Includes
                currently exercisable stock options to purchase 349,883 shares of
                common
                stock.




(10)
            Represents
                currently exercisable stock options to purchase shares of common
                stock
                held by Mr. Renny’s spouse.




47




(11)
            Represents
                currently exercisable stock options to purchase shares of common
                stock.




(12)
            Represents
                currently exercisable stock options to purchase shares of common
                stock of
                which half, being 111,254, are held by Mr. Furnival’s
                spouse




(13)
            Represents
                currently exercisable stock options owned of record by PDB Investments
                LLP, an entity in which Mr. Boswell has a 50% ownership.




(14)
            Includes
                currently exercisable stock options to purchase an aggregate of 4,413,285
                shares of common stock.




**Change
      in Control**




There
      are
      no arrangements currently in effect which may result in our “change in control,”
as that term is defined by the provisions of Item 403(c) of Regulation S-B.




**Equity
      Compensation Plan Information**




Our
      board
      of directors adopted the 2007 Incentive Compensation Plan which was approved by
      our stockholders in November 2007. Participants in the 2007 Incentive
      Compensation Plan may include employees, officers, directors, consultants,
      or
      independent contractors who the compensation committee determines shall receive
      awards under the plan. The 2007 Incentive Compensation Plan authorizes the
      grant
      of options to purchase common stock intended to qualify as incentive stock
      options under Section 422 of the Internal Revenue Code of 1986, as amended,
      the
      grant of options that do not qualify as incentive stock options, restricted
      stock, restricted stock units, stock bonuses, stock appreciation rights,
      performance awards, dividend equivalents, warrants and other equity based
      awards. The number of shares of common stock currently reserved for issuance
      under the 2007 Incentive Compensation Plan is up to 9,000,000 shares. Based
      on
      our common stock outstanding as of June 30, 2008, approximately 4,000,000 stock
      options are available for issuance under our 2007 Incentive Compensation Plan
      and, as of June 30, 2008, there are outstanding stock options to purchase
      6,812,390 shares of our common stock.




Prior
      to
      the above 2007 Incentive Compensation Plan being adopted, Cyberfund Inc. had
      a
      non-qualified stock option plan whereby stock options may have been granted
      to
      key employees, directors and executive officers designated by the board of
      directors at exercise prices equal to greater than fair market value. Based
      on
      our common stock outstanding as of June 30, 2008, no further stock options
      are
      available for issuance under that plan and, as of June 30, 2008, there were
      no
      outstanding stock options to purchase shares of our common stock under that
      plan.


The
        following table provides information as of March 31, 2008 with respect to
        the
        shares of common stock that have been issued under our existing incentive
        compensation plan.
  **Equity
        Compensation Plan Information**
 Plan category
                
                Number of shares of common
                  stock to be issued upon exercise of
                  outstanding options, warrants and
                  rights
                  (a)
                
                Weighted-average exercise price
                  of outstanding options, warrants
                  and rights
                  (b)
                
                Number of securities remaining
                  available for future issuance under
                  equity compensation plans
                  (excluding securities reflected in
                  column (a))
                  (c)Equity compensation plans approved by security holders
                
                
                4,951,891
                
                $
                .0037
                
                
                4,048,109Equity
                    compensation plans not approved by security holders
                
                
                0
                
                $
                —
                
                
                0Total
                
                
                4,951,891
                
                $
                .0037
                
                
                4,048,109


**ITEM
              12**
            ***CERTAIN
                RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
                INDEPENDENCE*******




As
      of
      March 31, 2008, we owed John Paul DeJoria, a co-founder, $13,120,000 excluding
      accrued interest which, as of March 31, 2008, totaled approximately $2,264,633.
      These amounts were lent to through a number of promissory notes that begin
      to
      mature in March 2009.




As
      of
      March 31, 2008, we also owed Jonathan Kendrick, our Chairman and a co-founder,
      $5,564,521 including accrued interest.




In
      September 2003, Rok Diamonds Limited entered into a license agreement with
      John
      Paul DeJoria, a founder of the group. The agreement provided for an exclusive
      license by Mr. DeJoria to enable Rok Diamonds Limited to use the DeJoria name
      for its business in perpetuity. The license can be terminated with the mutual
      written agreement of both parties with not less than six months notice. In
      consideration for this license, the company was to pay Mr. DeJoria US$1,000
      annually plus an annual amount equal to the greater of US$50,000 or 3.5% of
      annual gross revenue of the company. The license also stated that the annual
      amount was to increase to the greater of US$1,000,000 or 5% of annual gross
      revenue of the company following any trade sale or any other sale or flotation
      of the company or its parent company. The amounts payable to Mr.
      DeJoria were US$471,000 and US$192,000 in the fiscal years
      ended March 31, 2008 and 2007, respectively, which have been expensed and
      credited as an increase in stockholders' equity, being a liability currently
      waived by a shareholder.




48




As
      of
      March 31, 2008, in addition to group balances, affiliated balances and the
      other
      balances shown in our financials, we also have £200,000 (approximately $400,000)
      in outstanding demand loans which may need to be paid immediately upon any
      demand received. The loans are for £100,000 (approximately $200,000) each,
      excluding interest, with Mr. Alex Renny, our Chief Financial Officer, and Lucky
      Business One Limited, an affiliated company of a stockholder.




We
      have a
      consulting agreement with Lord (Benjamin) Mancroft, our Deputy Chairman of
      the
      Board of Directors, which entitles him to a fee of £50,000 (approximately
      $100,000) per year.




On
      April
      27, 2007, we entered into a financial advisory agreement with The Fund, LLC,
      under which The Fund will provide us with financial advisory, mergers and
      acquisitions, corporate finance, business advisory and related matters for
      a
      three-year period. We agreed to pay The Fund a monthly retainer of $15,000,
      commencing upon the first day of the calendar month following the closing of
      a
      financing arranged or introduced by The Fund in which we receive a minimum
      amount of $10,000,000. In addition, during the term of the agreement, we agreed
      to recommend and use our best efforts to elect one designee of The Fund as
      a
      member of, or nonvoting advisor to, our board of directors. Mark G. Hollo,
      a
      former director of ours, is the Chairman and Chief Executive Officer of The
      Fund.




**Director
      Independence**




Lord
      (Benjamin) Mancroft is our only independent director. Lord (Benjamin) Mancroft
      is an “independent” director, as such term is defined in Rule 10A-3(b)(1) under
      the Securities Exchange Act of 1934, and serves on our audit committee. See
      Item
      9, Directors, Executive Officers, Promoters, Control Persons and Corporate
      Governance; Compliance with Section 16(a) of the Exchange Act - Board
      Committees, for more information on the independence of our
      directors.




**ITEM
      13**  ***EXHIBITS***




The
      exhibits listed in the following Exhibit Index are filed as part of this annual
      report.




Exhibit
      Number and Description




2.1
            Share
                Exchange Agreement, dated April 27, 2007, between Cyberfund, Inc.
                and ROK
                Entertainment Group Limited.(1)2.2
            Amendment
                No. 1 to Share Exchange Agreement, dated July 10, 2007, between Cyberfund,
                Inc. and ROK Entertainment Group Limited. (2)2.3
            Amendment
                No. 2 to Share Exchange Agreement, dated as of November 12, 2007,
                between
                Cyberfund, Inc. and ROK Entertainment Group Limited. (2)2.4
            Amendment
                No. 3 to Share Exchange Agreement, dated as of November 14, 2007,
                between
                Cyberfund, Inc. and ROK Entertainment Group Limited. (2)2.5
            Agreement
                and Plan of Merger, dated December 28, 2007, by and between Cyberfund,
                Inc. and ROK Entertainment Group Inc.3.1
            Certificate
                of Incorporation of ROK Entertainment Group Inc., filed December
                13, 2007
                with the Secretary of State of the State of Delaware.3.2
            By-laws
                of ROK Entertainment Group Inc.3.3
            Certificate
                of Merger of Cyberfund, Inc. with and into ROK Entertainment Group
                Inc.,
                filed December 28, 2007 with the Secretary of State of the State
                of
                Delaware.10.1
            ROK
                Entertainment Group Inc. 2007 Incentive Compensation Plan.
                (3)10.2
            Form
                of Employment Agreement between ROK Entertainment Group Limited and
                its
                officers. (3)14.1
            Code
                of Business Ethics.




49




21.1
            Subsidiaries
                of ROK Entertainment Group Inc.31.1
            Certification
                of Chief Executive Officer required by Rule 13(a)-14(a).31.2
            Certification
                of Chief Financial Officer required by Rule 13(a)-14(a).32.1
            Certifications
                pursuant to Sec. 906.





(1)
            Incorporated
                by reference to the exhibits included with our current report on
                Form 8-K,
                dated April 27, 2007, and filed with the SEC on May 1,
                2007.(2)
            Incorporated
                by reference to the exhibits included with our current report on
                Form 8-K,
                dated November 14, 2007, and filed with the SEC on November 16,
                2007.(3)
            Incorporated
                by reference to the exhibits included with our current report on
                Form 8-K,
                dated November 14, 2007, and filed with the SEC on November 20,
                2007.




**ITEM
      14*****PRINCIPAL
      ACCOUNTANT FEES AND SERVICES*******




Virchow,
      Krause & Co., LLP served as our independent auditor for the fiscal year
      ended March 31, 2008. Services were approved by our board of directors.




Malone
      & Bailey, PC served as our independent auditor for the fiscal year ended
      December 31, 2006. Services were approved by our board of directors.




**Audit
      Fees**




Audit
      fees are those fees billed for professional services rendered for the audit
      of
      the annual financial statements and review of the financial statements included
      in Form 10-QSB.




For
      the
      fiscal year ended March 31, 2008, we incurred audit fees totaling $232,922,
      payable to Virchow, Krause & Co., LLP, our independent registered public
      accounting firm.




For our
      previous fiscal year ended December 31, 2006, we did not incur significant
      audit
      fees with Malone & Bailey, PC, our former independent registered public
      accounting firm.




**Audit-related
      Fees**




Audit
      related fees are fees billed for professional services other than the audit
      of
      our financial statements. No audit related fees were billed by Virchow, Krause
      & Co., LLP or Malone & Bailey, PC for the fiscal years ended March 31,
      2008 and 2007, and December 31, 2006.




**Tax
      Fees**




Tax
      fees
      are those fees billed for professional services rendered for tax compliance,
      including preparation of corporate federal and state income tax returns, tax
      advice and tax planning.




No
      tax
      fees were billed by Virchow, Krause & Co., LLP for the fiscal years ended
      March 31, 2008 and 2007.




No
      tax
      fees were billed by Malone & Bailey, PC for the fiscal year ended December
      31, 2006.




**All
      Other Fees**




No
      other
      fees were billed by our independent auditors for the fiscal years ended March
      31, 2008 and 2007 and December 31, 2006.




50




**Policy
      for Pre-Approval of Audit and Non-Audit Services**




Our
      audit
      committee has adopted policies for the pre-approval of audit and non-audit
      services for the purpose of maintaining the independence of our independent
      auditors. We may not engage our independent auditors to render any audit or
      non-audit service unless either the service is approved in advance by the audit
      committee or the engagement to render the service is entered into pursuant
      to
      the audit committee’s pre-approval policies and procedures.


51


**SIGNATURES**





In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.





Dated:
      June 30, 2008


Rok
                  Entertainment Group Inc.By:
              /s/
                  Laurence AlexanderLaurence
                  AlexanderChief
                  Executive Officer, President(principal
                  executive officer)By:
              /s/
                  Alex RennyAlex
                  RennyChief
                  Financial Officer, Treasurer, Secretary(principal
                  financial and accounting
                  officer)




In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant, and in the capacities and on
      the
      date indicated.




**Signature**
            
            **Title**
            
            **Date**/s/  Laurence
                Alexander
            
            Chief
                Executive Officer and Director
            
            June
                30, 2008Laurence
                Alexander
            
            (principal
                executive officer)/s/  Alex
                Renny
            
            Chief
                Financial Officer, Treasurer, Secretary
            
            June
                30, 2008Alex
                Renny
            
            and
                Director
              (principal
                  financial and accounting officer)/s/  Jonathan
                Kendrick
            
            Chairman
                of the Board
            
            June
                30, 2008Jonathan
                Kendrick/s/  Lord
                (Benjamin) Mancroft
            
            Deputy
                Chairman of the Board
            
            June
                30, 2008Lord
                (Benjamin) Mancroft/s/  James
                Kendrick
            
            Chief
                Operating Officer and Director
            
            June
                30, 2008James
                Kendrick


52


**INDEX
        TO FINANCIAL STATEMENTS**
  **ROK
        Entertainment Group Inc.**
  Report
                  of Independent Registered Public Accounting Firm
              F-2Balance
                  Sheets
              F-3Statements
                  of Operations
              F-4Statements
                  of Shareholders’ Equity (Deficit)
              F-5Statements
                  of Cash Flows
              F-7Notes
                  to Financial Statements
              F-8
  F-1


REPORT
        OF
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To
        the
        Shareholders, Audit Committee and Board of Directors
 ROK
        Entertainment Group Inc.
 Wolverhampton,
        England
  We
        have
        audited the accompanying consolidated balance sheet of ROK Entertainment
        Group
        Inc. as of March 31, 2008, and the related consolidated statements of
        operations, shareholders' equity (deficit) and cash flows for the year then
        ended. These consolidated financial statements are the responsibility of
        the
        Company's management. Our responsibility is to express an opinion on these
        consolidated financial statements based on our audits.
  We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the
        consolidated financial statements are free of material misstatement. The
        Company
        is not required to have, nor were we engaged to perform, an audit of its
        internal control over financial reporting. Our audits included consideration
        of
        its internal control over financial reporting as a basis for designing audit
        procedures that are appropriate in the circumstances, but not for the purpose
        of
        expressing an opinion on the effectiveness of the Company's internal control
        over financial reporting. Accordingly, we express no such opinion. An audit
        includes examining, on a test basis, evidence supporting the amounts and
        disclosures in the consolidated financial statements. An audit also includes
        assessing the accounting principles used and significant estimates made by
        management as well as evaluating the overall consolidated financial statement
        presentation. We believe that our audit provides a reasonable basis for our
        opinion.
  In
        our
        opinion, the consolidated financial statements referred to above present
        fairly,
        in all material respects, the financial position of ROK Entertainment Group
        Inc.
        as of March 31, 2008 and the results of their operations and their cash flows
        for the year then ended, in conformity with U.S. generally accepted accounting
        principles.
  The
        accompanying financial statements have been prepared assuming that the Company
        will continue as a going concern. As discussed in Note B to the financial
        statements, the Company has incurred recurring losses and negative cash flows
        from operating activities in recent years and requires additional working
        capital to support future operations, which raises substantial doubt about
        its
        ability to continue as a going concern. Management's plans in regards to
        these
        matters are also discussed in Note B. The financial statements do not include
        any adjustments that might result from the outcome of this
        uncertainty.
  */s/
        Virchow, Krause & Company, LLP*
  Minneapolis,
        Minnesota
  June
        30,
        2008
  F-2
  **ROK
        ENTERTAINMENT GROUP INC.**
 **BALANCE
        SHEET**
 **MARCH
        31, 2008 AND 2007**
 (in
        thousands of dollars except for share data)
 
 **2008**
              
              **2007**(unaudited)**ASSETS**CURRENT
                  ASSETSCash
                  and cash equivalents
              
              $
              1,623
              
              $
              129Accounts
                  receivable, net
              
              
              10,035
              
              
              939Inventories
              
              
              1,298
              
              
              2Prepaid
                  expenses and other current assets
              
              
              1,366
              
              
              1,500Due
                  from affiliated companies
              
              
              2,523
              
              
              257TOTAL
                  CURRENT ASSETS
              
              
              16,845
              
              
              2,827INVESTMENTS
              
              
              132
              
              
              -PROPERTY
                  AND EQUIPMENT, net
              
              
              3,544
              
              
              609GOODWILL
              
              
              1,582
              
              
              272INTANGIBLE
                  ASSETS, net
              
              
              202
              
              
              4TOTAL
                  ASSETS
              
              $
              22,305
              
              $
              3,712**LIABILITIES
                  AND SHAREHOLDERS’ EQUITY (DEFICIT)**CURRENT
                  LIABILITIESLine
                  of credit, bank
              
              $
              1,616
              
              $
              -Accounts
                  payable
              
              
              12,225
              
              
              3,389Accrued
                  liabilities
              
              
              9,390
              
              
              3,397Due
                  to affiliated companies
              
              
              2,064
              
              
              1,150Due
                  to related parties
              
              
              1,390
              
              
              201Current
                  portion of loans
              
              
              1,207
              
              
              1,410Current
                  portion of capital lease obligations
              
              
              119
              
              
              110TOTAL
                  CURRENT LIABILITIES
              
              
              28,011
              
              
              9,657LONG-TERM
                  LIABILITIESDue
                  to related parties
              
              
              19,869
              
              
              17,398Other
                  long-term liabilities
              
              
              2,081
              
              
              1,148TOTAL
                  LONG-TERM LIABILITIES
              
              
              21,950
              
              
              18,546TOTAL
                  LIABILITIES
              
              
              49,961
              
              
              28,203MINORITY
                  INTEREST
              
              
              (1,618
              )
              
              551SHAREHOLDERS’
                  EQUITY (DEFICIT)Common
                  stock, $0.001 par value, 100,000,000 shares authorized; 51,100,277
                  and an
                  effective balance of 27,043,971 shares issued and outstanding at
                  March 31,
                  2008 and 2007, respectively
              
              
              51
              
              
              27Additional
                  paid-in capital
              
              
              53,800
              
              
              19,494Accumulated
                  other comprehensive income
              
              
              (1,867
              )
              
              (3,096
              )Accumulated
                  deficit
              
              
              (78,022
              )
              
              (41,467
              )Total
                  shareholders’ equity (deficit)
              
              
              (26,038
              )
              
              (25,042
              )TOTAL
                  LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
              
              $
              22,305
              
              $
              3,712
  See
        accompanying Notes to Financial Statements.
  F-3
  **ROK
        ENTERTAINMENT GROUP INC.**
 **STATEMENTS
        OF OPERATIONS**
 **YEARS
        ENDED MARCH 31, 2008 AND 2007**
 (in
        thousands of dollars except for share data)
  **2008**
              
              **2007**(unaudited)Sales:Product
                  sales
              
              
              11,597
              
              
              1,183Services
                  and other sales
              
              
              2,988
              
              
              3,021Total
                  sales
              
              
              14,585
              
              
              4,204Operating
                  expenses:Content
                  and distribution
              
              
              3,817
              
              
              2,663Cost
                  of handsets
              
              
              7,864
              
              
              -Product
                  development
              
              
              10,485
              
              
              5,436Sales
                  and marketing expenses
              
              
              14,503
              
              
              5,565General
                  and administrative expenses
              
              
              12,006
              
              
              2,896Depreciation
                  and amortization
              
              
              564
              
              
              352Fun
                  Little Movies acquisition
              
              
              967
              
              
              -Goodwill
                  written off on acquisitions
              
              
              1,689
              
              
              -License
                  fee payable to related party
              
              
              471
              
              
              192Goodwill
                  written off on impairment
              
              
              273
              
              
              -Total
                  operating expenses
              
              
              52,639
              
              
              17,104Operating
                  loss
              
              
              (38,054
              )
              
              (12,900
              )Other
                  income
              
              
              12
              
              
              -Interest
                  income
              
              
              13
              
              
              -Interest
                  expense
              
              
              (1,592
              )
              
              (983
              )Operating
                  loss before taxation
              
              
              (39,621
              )
              
              (13,883
              )Income
                  tax benefit
              
              
              1,134
              
              
              1,035Operating
                  loss after taxation
              
              
              (38,487
              )
              
              (12,848
              )Minority
                  interest
              
              
              1,932
              
              
              113Net
                  loss
              
              $
              (36,555
              )
              $
              (12,735
              )Basic
                  and diluted loss per common share
              
              $
              (0.86
              )
              $
              (0.94
              )Basic
                  and diluted weighted average shares outstanding
              
              
              42,520,963
              
              
              13,580,245
  See
        accompanying Notes to Financial Statements.
  F-4
  **ROK
        ENTERTAINMENT GROUP INC.**
  **STATEMENTS
        OF SHAREHOLDER’S EQUITY (DEFICIT)**
 **YEARS
        ENDED MARCH 31, 2008 AND 2007**
 (in
        thousands of dollars except for share data)
 
 **Accumulated**
                
                
                
                **Total****Additional**
                
                **Other**
                
                
                
                **Shareholders’****Common
                    Stock**
                
                **Paid-In**
                
                **Accumulated**
                
                **Comprehensive**
                
                **Equity****Shares**
                
                **Par
                    Value**
                
                **Capital**
                
                **Deficit**
                
                **Income**
                
                **(Deficit)**Balances
                    at April 1, 2006 (unaudited)
                
                
                764,289
                
                $
                1
                
                $
                14,418
                
                $
                (28,732
                )
                $
                —
                
                $
                (14,313
                )Bonus
                    issue of common stock
                
                
                10,142,105
                
                
                10
                
                
                (10
                )
                
                —
                
                
                —
                
                
                —Common
                    stock issued in share for share exchange
                
                
                11,386,372
                
                
                11
                
                
                (11
                )
                
                —
                
                
                —
                
                
                —Common
                    stock sold during year
                
                
                4,751,205
                
                
                5
                
                
                4,905
                
                
                
                
                
                
                
                
                4,910License
                    fee payable to related party
                
                
                —
                
                
                —
                
                
                192
                
                
                —
                
                
                —
                
                
                192Comprehensive
                    lossNet
                    loss
                
                
                —
                
                
                —
                
                
                —
                
                
                (12,735
                )
                
                —
                
                
                (12,735
                )Other
                    comprehensive income
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                (3,096
                )
                
                (3,096
                )Total
                    comprehensive loss
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                (15,831
                )Balances
                    at March 31, 2007 (unaudited)
                
                
                27,043,971
                
                $
                27
                
                $
                19,494
                
                $
                (41,467
                )
                $
                (3,096
                )
                $
                (25,042
                )Common
                    stock sold during year
                
                
                19,058,127
                
                
                19
                
                
                12,387
                
                
                —
                
                
                —
                
                
                12,406Cyberfund
                    Inc. common stock as at date of transaction
                
                
                4,294,715
                
                
                4
                
                
                1,071
                
                
                —
                
                
                —
                
                
                1,075Common
                    stock issued in recognition of services provided
                
                
                417,750
                
                
                1
                
                
                -
                
                
                —
                
                
                —
                
                
                1Conversion
                    of note payable at $7 per share
                
                
                285,714
                
                
                —
                
                
                2,000
                
                
                —
                
                
                —
                
                
                2,000Stock
                    options issued on acquisition ofFun
                    Little Movies, Inc, not yet exercised
                
                
                —
                
                
                —
                
                
                575
                
                
                —
                
                
                —
                
                
                575Estimated
                    stock options to be issued on acquisition of Eikon Group
                    Limited
                
                
                —
                
                
                —
                
                
                1,500
                
                
                —
                
                
                —
                
                
                1,500Stock
                    options issued on acquisition of
                  Geniem
                    Oy, not yet exercised
                
                
                —
                
                
                —
                
                
                587
                
                
                —
                
                
                —
                
                
                587Stock
                    options issued on acquisition ofBlubox
                    Software Limited, not yet exercised
                
                
                —
                
                
                —
                
                
                663
                
                
                —
                
                
                —
                
                
                663Share
                    based payments
                
                
                —
                
                
                —
                
                
                15,052
                
                
                —
                
                
                —
                
                
                15,052License
                    fee payable to related party
                
                
                —
                
                
                —
                
                
                471
                
                
                —
                
                
                —
                
                
                471Comprehensive
                    lossNet
                    loss
                
                
                —
                
                
                —
                
                
                —
                
                
                (36,555
                )
                
                —
                
                
                (36,555
                )Other
                    comprehensive income
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                1,229
                
                
                1,229Total
                    comprehensive loss
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                (35,326
                )Balances
                    at March 31, 2008
                
                
                51,100,277
                
                $
                51
                
                $
                53,800
                
                $
                (78,022
                )
                $
                (1,867
                )
                $
                (26,038
                )
  See
        accompanying Notes to Financial Statements.
  F-5
  **ROK
        ENTERTAINMENT GROUP INC.**
  **STATEMENTS
        OF SHAREHOLDERS’ CASH FLOWS**
 **YEARS
        ENDED MARCH 31, 2008 AND 2007**
 (in
        thousands of dollars except for share data)
  March
                  31,
              
              March
                  31,2008
              
              2007(unaudited)Cash
                  flows from operating activitiesNet
                  loss
              
              
              (36,555
              )
              
              (12,735
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activitiesMinority
                  interest in net loss
              
              
              (1,932
              )
              
              (113
              )Deprecation
                  and amortization
              
              
              564
              
              
              352Goodwill
                  impairment
              
              
              556
              
              
              -Issuance
                  of options and warrants as compensation expense
              
              
              15,052
              
              
              1,395Acquisition
                  expense
              
              
              575
              
              
              -License
                  fee payable to related party
              
              
              471
              
              
              192Change
                  in assets and liabilitiesAccounts
                  receivable
              
              
              (7,554
              )
              
              (765
              )Income
                  tax receivable
              
              
              (56
              )
              
              174Inventories
              
              
              (227
              )
              
              60Prepaid
                  expenses and other current assets
              
              
              (929
              )
              
              (94
              )Accounts
                  payable
              
              
              6,719
              
              
              1,561Accrued
                  liabilities
              
              
              6,720
              
              
              3,027Accrued
                  interest
              
              
              574
              
              
              918Net
                  cash used in operating activities
              
              
              (16,022
              )
              
              (6,028
              )Cash
                  flows used in investing activitiesPurchases
                  of equipment
              
              
              (424
              )
              
              (91
              )Purchases
                  of unlisted investments
              
              
              (132
              )
              
              -Net
                  cash used in investing activities
              
              
              (556
              )
              
              (91
              )Cash
                  flows provided by financing activitiesNet
                  repayments on line of credit - bank
              
              
              (753
              )
              
              -Proceeds
                  from notes payable
              
              
              6,474
              
              
              1,830Repayments
                  of notes payable
              
              
              (800
              )
              
              -Payments
                  on capital leases
              
              
              (116
              )
              
              (104
              )Proceeds
                  from issuance of common stock and equity units
              
              
              12,406
              
              
              1,888Net
                  cash provided by financing activities
              
              
              17,211
              
              
              3,614Effect
                  of foreign currency translation
              
              
              861
              
              
              2,115INCREASE/(DECREASE)
                  IN CASH AND CASH EQUIVALENTS
              
              
              1,494
              
              
              (390
              )Cash
                  and cash equivalents at beginning of period
              
              
              129
              
              
              519Cash
                  and cash equivalents at end of period
              
              
              1,623
              
              
              129
 
 See
        accompanying Notes to Financial Statements.
  F-6
  **ROK
        ENTERTAINMENT GROUP INC.**
  **NOTES
        TO FINANCIAL STATEMENTS**
 **YEARS
        ENDED MARCH 31, 2008 AND 2007**
  **NOTE
        A — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
  ***Nature
        of Business and Operations***
  *Overview*
 
 ROK
        Entertainment Group Inc. (“we,” “our,” “us” and similar phrases refer to ROK
        Entertainment Group Inc.) and our subsidiaries sell content, products,
        applications and services to carriers, handset manufacturers and end users
        throughout the world. We have developed our own software applications and
        provide a worldwide multimedia platform which includes (but not exclusively)
        the
        streaming of live TV, audio and video-on-demand services on wireless devices.
        Our company is a mobile media group that licenses these proprietary technologies
        and sells and distributes hardware and content through our product portfolio.
        Our objective is to be an innovator of technology, applications and services
        for
        the new wireless paradigm and to capitalize on emerging industry trends through
        our portfolio of products and services which have been developed internally
        or
        from acquisitions.
 The
          share
          exchange transaction is being accounted for as a “reverse acquisition,” since
          the former shareholders of ROK own a majority of the outstanding shares
          of our
          common stock immediately following the transaction. ROK is deemed to be
          the
          acquirer in the reverse acquisition and, consequently, the assets and
          liabilities and the historical operations that are reflected in our financial
          statements are those of ROK and are recorded at the historical cost basis
          of
          ROK. The amounts presented for 2007 are unaudited pro-forma results of
          Rok
          Entertainment Group Limited and Rok Corporation Limited. Audited financial
          statements of these separate companies were filed with Form 8-K in November
          2007. Rok Entertainment Group Limited and Rok Corporation Limited mergered
          in
          November 2007 prior to the date of the reverse merger with
          Cyberfund.
 *Summary
        of Significant Accounting Policies*
 
 A
        description of the significant accounting polices that require us to make
        estimates and assumptions in the preparation of our consolidated financial
        statements are as follows:
 
 *Financial
        statements*
 
 The
        carrying amounts for all financial instruments approximate fair value. The
        carry
        amounts for cash and cash equivalents, accounts receivable, accounts payable,
        and accrued expenses approximate fair value because of the short maturity
        of
        these instruments. The fair value of long-term debt and deferred liabilities
        retirement benefits approximates the carrying amounts based upon the Company’
expected borrowing rate for debt with similar remaining maturities and
        comparable risk.
 
 *Principles
        of consolidation*
 
 The
        consolidated financial statements include the accounts of the Company and
        its
        wholly owned subsidiaries. All significant inter-company transactions and
        balances have been eliminated in consolidation.
 
 *1.
        Revenue Recognition*
 
 We
        recognize revenue primarily from product sales and the provision of content
        and
        other entertainment services on mobile telephones.
  We
        recognize revenue when (i) persuasive evidence of an arrangement exists;
        (ii)
        delivery has occurred, which is when product title transfers to the customer,
        or
        services have been rendered; (iii) customer payment is deemed fixed or
        determinable and free of contingencies and significant uncertainties; and
        (iv)
        collection is probable.
 
 *Product
        sales*
 
 We
        recognize revenue on product sales generally upon shipment of the product
        or
        customer acceptance depending upon the contractual arrangements with the
        customer. Any shipping charges to be billed to customers are included in
        sales
        and any related shipping costs are included in cost of sales.
 
 *Services
        and other*
 
 Software
        services revenue is recognized as and when services are performed with any
        maintenance and support revenues being recognized ratably over the term of
        the
        contract, which is typically one to three years. In situations where PCS
        is
        included during the first year of the license and such support is insignificant
        and upgrades/enhancements are not provided, the revenue attributable to PCS
        is
        recognized upon shipment or customer acceptance of the software license.
         In situations where PCS is included during the first year of the license
        and such support is significant and upgrades/enhancements are frequent, the
        revenue attributable to PCS is recognized ratably over the support period
        based
        on vendor-specific objective evidence of fair value **.** If
        vendor-specific objective evidence of fair value does not exist for arrangements
        with significant PCS, all revenue is deferred and recognized ratably over
        the
        support period.
  F-7
  *2.
        Cash and Cash Equivalents*
  For
        purposes of reporting within the statement of cash flows, the Company considers
        all cash on hand, cash accounts not subject to withdrawal restrictions or
        penalties, and all highly liquid debt instruments purchased with a maturity
        of
        three months or less to be cash and cash equivalents. Some risk of loss is
        incurred when cash balances exceed federally reserved limits.
  *3.
        Accounts receivable*
 
 Accounts
        receivable are unsecured and stated at net realizable value and bad debts
        are
        accounted for using the allowance method. The Company performs credit
        evaluations of its customers’ financial condition on an as-needed basis and
        generally requires no collateral. Payment is generally due 90 days or less
        from
        the invoice date and accounts past due more than 90 days are individually
        analyzed for collectibility. Interest is not charged on past due accounts.
        In
        addition, an allowance is provided for other accounts when a significant
        pattern
        of uncollectibility has occurred based on historical experience and management’s
        evaluation of accounts receivable. When all collection efforts have been
        exhausted, the account is written off against the related allowance. The
        allowance for doubtful accounts was $220 and $nil at March 31, 2008 and 2007,
        respectively.
 
 *4.
        Inventories*
 
 Inventories
        consist principally of component parts which are valued at the lower of cost
        and
        net realizable value (using the first-in, first-out method). There were no
        inventory reserves at March 31, 2008 and 2007.
  *5.
        Investments*
  Investments
        consist of amounts invested in the unlisted equity of privately held companies
        for business and strategic purposes. The securities of these companies are
        not
        publically traded and so are recorded at cost. The company does not exercise
        dominant influence over the operating or financial policies of the companies
        in
        which it has invested.
  *6.
        Property and Equipment*
  Office
        furniture, equipment, and software are carried at historical cost less
        accumulated depreciation, not in excess of their estimated net realizable
        value.
        Normal maintenance and repairs are charged to earnings, while expenditures
        for
        major maintenance and betterments are capitalized. Gains or losses on
        disposition are recognized in operations. Depreciation is calculated over
        the
        estimated useful lives of the assets as follows on a straight line
        basis:
 Freehold
                    land and buildings:
                
                
                40
                    yearsLeasehold
                    improvements
                
                
                5
                    yearsEquipment,
                    furniture and fittings
                
                
                3
                    years
  Depreciation
        expense was $563 and $351 for the years ended March 31, 2008 and 2007,
        respectively.
  *7.
        Intangible Assets*
 
 Intangible
        assets consist of goodwill and internally generated development costs. Goodwill
        represents the excess (or shortfall) of the purchase price compared with
        the
        fair value of net assets acquired. We review purchased goodwill for impairment
        if events or changes in circumstances indicate that the carrying amounts
        may not
        be appropriate or as otherwise required by relevant accounting standards.
        The
        date of the annual impairment review has yet to be determined by us however
        in
        the meantime we will continue to consider any indicators of impairment or
        change
        in circumstances. Internally generated development costs are amortized over
        their useful lives of up to 20 years. Amortization expense was $1 and $1
        for the
        years ended March 31, 2008 and 2007, respectively.
  F-8
  *8.
        Impairment of Long-Lived Assets*
 
 The
        Company assesses the recoverability of long-lived assets annually or whenever
        events or changes in circumstances indicate that expected future undiscounted
        cash flows might not be sufficient to support the carrying value of an asset.
        Recoverability of assets to be held and used is measured by a comparison
        of the
        carrying value of an asset to future net cash flows expected to be generated
        by
        the asset. If the assets are considered to be impaired, the impairment to
        be
        recognized is measured as the amount by which the carrying value of the assets
        exceeds the fair value of the assets. Assets to be disposed of are reported
        at
        the lower of the carrying amount or fair value less costs to sell.
 
 *9.
        Shipping and handling costs*
 
 Shipping
        and handling costs charged to customers are included in sales and shipping
        and
        handling costs incurred by the Company have been included within content
        and
        distribution and in the cost of handsets.
 
 *10.
        Research and Development*
 
 All
        research and other development costs are written off as incurred.
 
 *11.
        Foreign currency*
 
 Foreign
        denominated monetary assets and liabilities are translated at the rate of
        exchange prevailing at the balance sheet date. Revenue and expenses are
        translated at the average exchange rates prevailing during the reporting
        period **.** Our
        United Kingdom and Chinese subsidiaries functional currencies are Sterling
        GBP£
and the Chinese RMB respectively. Translation adjustments result from
        translating our financial statements into the reporting currency, the U.S.
        dollar.
 
 *12.
        Basic and Diluted Loss per Common Shares*
 
 Basic
        and
        diluted loss per common share for all periods presented is computed using
        the
        weighted average number of common shares outstanding. Basic weighted average
        shares outstanding include only outstanding common shares. Diluted net loss
        per
        common share is computed by dividing net loss by the weighted average common
        and
        potential dilutive common shares outstanding computed in accordance with
        the
        treasury stock method. Shares reserved for outstanding stock warrants and
        options are not considered in the computation of diluted loss per share for
        the
        periods presented because the impact of the incremental shares is antidilutive.
 
 Shares
        of
        common stock issuable upon conversion or exercise of potentially dilutive
        securities at March 31, 2008 are as follows:
 Options
                    granted
                
                
                6,718,780Options
                    not yet subject to grant
                
                
                93,610Total
                    number of options
                
                
                6,812,390
  221,552
        of stock options were converted into shares on May 2, 2008.
  *13.
        Advertising and Promotional Expenditures*
  Advertising
        and promotional costs are expensed as incurred. Advertising and promotional
        costs were $400,989 and $683,530 for the fiscal years ended March 31, 2008
        and
        2007.
  F-9
  *14.
        Accounting for Stock-Based Compensation*
 
 Our
        board
        of directors adopted the 2007 Incentive Compensation Plan which was approved
        by
        our stockholders in November 2007. Participants in the 2007 Incentive
        Compensation Plan may include employees, officers, directors, consultants,
        or
        independent contractors who the compensation committee determines shall receive
        awards under the plan. The 2007 Incentive Compensation Plan authorizes the
        grant
        of options to purchase common stock intended to qualify as incentive stock
        options under Section 422 of the Internal Revenue Code of 1986, as amended
        (the
“Code”), the grant of options that do not qualify as incentive stock options,
        restricted stock, restricted stock units, stock bonuses, stock appreciation
        rights, performance awards, dividend equivalents, warrants and other equity
        based awards. The number of shares of common stock currently reserved for
        issuance under the 2007 Incentive Compensation Plan is up to 9,000,000 shares.
 
 The
        2007
        Incentive Compensation Plan has not yet been completed and so the fair value
        of
        all awards has not yet been estimated. No new awards have been issued under
        this
        Plan since the reverse merger.
 
 Prior
        to
        the above 2007 Incentive Compensation Plan being adopted Cyberfund Inc. had
        a
        non-qualified stock option plan whereby stock options may have been granted
        to
        key employees, directors and executive officers designated by the Board of
        Directors at exercise prices equal to greater than fair market value. There
        were
        105,000 shares reserved for issuance under that plan and at December 31,
        2006,
        the date of the last annual filing by Cyberfund Inc., 55,000 shares were
        still
        available for grant under the plan. No options had been issued or outstanding
        during 2006 and no options are still available under the terms of that
        Plan.
 
 We
        account for equity instruments issued for services and goods to non-employees
        under Statement of Financial Accounting Standards (“SFAS”) No. 123(R),
“Share-Based Payment”; Emerging Issues Task Force (“EITF”) Issue 96-18,
“Accounting for Equity Instruments that are Issued to Other Than Employees
        for
        Acquiring, or in Conjunction with Selling, Goods or Services”; and EITF Issue
        00-18, “Accounting Recognition for Certain Transactions Involving Equity
        Instruments Granted to Other Than Employees.” Generally, the equity instruments
        issued for services and goods will be shares of our common stock or warrants
        to
        purchase shares of our common stock. These shares or warrants generally will
        be
        fully-vested, non-forfeitable and exercisable at the date of grant and will
        require no future performance commitment by the recipient. We expense the
        fair
        market value of these securities over the period in which the related services
        are received.
  *15.
        Income Taxes*
  We
        account for income taxes pursuant to SFAS No. 109, *Accounting
        for Income Taxes* (“SFAS
        109”). Under SFAS 109, deferred tax assets and liabilities are determined based
        on temporary differences between the bases of certain assets and liabilities
        for
        income tax and financial reporting purposes. The deferred tax assets and
        liabilities are classified according to the financial statement classification
        of the assets and liabilities generating the differences.
  We
        maintain a valuation allowance with respect to deferred tax assets. Our company
        establishes a valuation allowance based upon the potential likelihood of
        realizing the deferred tax asset and taking into consideration our company’s
        financial position and results of operations for the current period. Future
        realization of the deferred tax benefit depends on the existence of sufficient
        taxable income within the carry forward period under the Federal tax
        laws.
  Changes
        in circumstances, such as our generating taxable income, could cause a change
        in
        judgment about the ability to realize the related deferred tax asset. Any
        change
        in the valuation allowance will be included in income in the year of the
        change
        in estimate.
  *16.
        Use of Estimates*
 
 The
        preparation of financial statements in conformity with U.S. generally accepted
        accounting principles requires our management to make estimates and assumptions
        that affect the reported amounts of assets and liabilities and disclosure
        of
        contingent assets and liabilities at the date of the financial statements
        and
        the reported amounts of revenues and expenses during the reporting periods.
        Significant estimates of ours are the allowance for doubtful accounts, deferred
        tax assets, deferred revenue, depreciable lives and methods of property and
        equipment, valuation of warrants and other stock-based compensation and
        valuation of recorded goodwill and intangible assets. Our actual results
        could
        differ from those estimates.
  F-10
  *17.
        Leased assets and obligations*
 
 Where
        assets are financed by leasing agreements that give rights approximating
        to
        ownership (“finance leases”), we treat the assets as if they had been purchased
        outright. The amount capitalized is the cost of the asset acquired, which
        approximates to the present value of the minimum lease payments payable during
        the lease term. The corresponding leasing commitments are shown as obligations
        to the lessor. We treat lease payments as consisting of capital and interest
        elements, and the interest is charged to the profit and loss account in
        proportion to the remaining balance outstanding on a straight line basis.
        All
        other leases are “operating leases” and the annual rentals are charged to profit
        and loss account on a straight line basis over the lease term.
 
 *18.
        Retirement benefits*
 
 We
        operate defined contribution pension plans. The amount charged to the profit
        and
        loss account in respect of pension costs is the contributions payable in
        the
        year. Differences between contributions payable in the year and contributions
        actually paid are shown as either accruals or prepayments in the balance
        sheet.
  *19.
        Comprehensive Loss*
  Comprehensive
        loss consists of net loss and the effects of foreign currency
        translation.
  *20.
        Recent Accounting Pronouncements* **
  In
        December 2007, the FASB issued SFAS No. 141 (Revised 2007) “Business
        Combinations” (SFAS No. 141(R)) and SFAS No. 160 “Non-controlling Interests in
        Consolidated Financial Statements,” which are effective for fiscal years
        beginning after December 15, 2008. These new standards represent the completion
        of the FASB’s first major joint project with the International Accounting
        Standards Board (IASB) and are intended to improve, simplify, and converge
        internationally the accounting for business combinations and the reporting
        of
        non-controlling interests (formerly minority interests) in consolidated
        financial statements. We will adopt these standards at the beginning of our
        2010
        fiscal year. The effect of adoption will generally be prospectively applied
        to
        transactions completed after the end of the our 2009 fiscal year, although
        the
        new presentation and disclosure requirements for pre-existing non-controlling
        interests will be retrospectively applied to all prior-period financial
        information presented.
  SFAS
        No.
        141(R) retains the underlying fair value concepts of its predecessor (SFAS
        No.
        141), but changes the method for applying the acquisition method in a number
        of
        significant respects including the requirement to expense transaction fees
        and
        expected restructuring costs as incurred, rather than including these amounts
        in
        the allocated purchase price; the requirement to recognize the fair value
        of
        contingent consideration at the acquisition date, rather than the expected
        amount when the contingency is resolved; the requirement to recognize the
        fair
        value of acquired in-process research and development assets at the acquisition
        date, rather than immediately expensing; and the requirement to recognize
        a gain
        in relation to a bargain purchase price, rather than reducing the allocated
        basis of long-lived assets. Because this standard is generally applied
        prospectively, the effect of adoption on our financial statements will depend
        primarily on specific transactions, if any, completed after 2009.
  In
        May
        2008, the Financial Accounting Standards Board (FASB) issued Statements of
        Financial Standards No. 162 (SFAS 162), "The Hierarchy of Generally Accepted
        Accounting Principles." SFAS 162 is intended to improve financial reporting
        by
        identifying a consistent framework, or hierarchy, for selecting accounting
        principles to be used in preparing financial statements that are presented
        in
        conformity with U.S. generally accepted accounting principles (GAAP) for
        nongovernmental entities.
  Prior
        to
        the issuance of SFAS 162, GAAP hierarchy was defined in the American Institute
        of Certified Public Accountants (AICPA) Statement on Auditing Standards No.
        69
        (SAS 69), "The Meaning of Present Fairly in Conformity With Generally Accepted
        Accounting Principles." SAS 69 has been criticized because it is directed
        to the
        auditor rather than the entity. SFAS 162 addresses these issues by establishing
        that the GAAP hierarchy should be directed to entities because it is the
        entity
        (not its auditor) that is responsible for selecting accounting principles
        for
        financial statements that are presented in conformity with GAAP.
  F-11
  SFAS
        162
        is effective 60 days following the SEC's approval of the Public Company
        Accounting Oversight Board Auditing amendments to AU Section 411, "The Meaning
        of Present Fairly in Conformity with Generally Accepted Accounting Principles."
        It is only effective for nongovernmental entities; therefore, the GAAP hierarchy
        will remain in SAS 69 for state and local governmental entities and federal
        governmental entities. The Company does not expect SFAS 162 to have a material
        effect on its consolidated financial statements.
 In
          February 2007, the FASB issued SFAS No. 159, “The Fair Value Option
          for Financial Assets and Financial Liabilities-Including an Amendment of
          FASB
          Statement No 115.” SFAS No. 159 permits an entity to choose to measure
          many financial instruments and certain other items at fair value. Most
          of the
          provisions of SFAS No. 159 are elective; however, the amendment of
          SFAS No. 115, “Accounting for Certain Investments in Debt and Equity
          Securities,” applies to all entities with available-for-sale or trading
          securities. For financial instruments elected to be accounted for at fair
          value,
          an entity will report the unrealized gains and losses in earnings.
          SFAS No. 159 is effective for fiscal years beginning after
          November 15, 2007. We do not believe that the adoption of
          SFAS No. 159 will have a material effect on our results of operations
          or financial position.
  During
          September 2006, the Financial Accounting Standards Board (FASB) issued
          Statement
          of Financial Accounting Standards (SFAS) No. 157, “Fair Value Measurements”
(“SFAS 157”). This statement defines fair value, establishes a framework
          for measuring fair value under generally accepted accounting principles,
          and
          expands disclosures about fair value measurements. SFAS 157 is effective
          for financial statements issued for fiscal years beginning after
          November 15, 2007, however, during December 2007, the FASB proposed FASB
          Staff Position SFAS 157-2 which defered the effective date of certain
          provisions of SFAS 157 until fiscal years beginning after November 15,
          2008. We do not believe that the adoption of SFAS 157 will have a material
          effect on our results of operations or financial position.
  **NOTE
        B — GOING CONCERN**
  The
        audited financial statements accompanying this report have been prepared
        on a
        going concern basis, which implies that we will continue to realize our assets
        and discharge our liabilities and commitments in the normal course of business.
        We have not generated positive earnings since inception and have never paid
        any
        dividends and are unlikely to pay dividends or generate earnings in the
        immediate or foreseeable future. Our continuation as a going concern is
        dependent upon the continued financial support from our shareholders, the
        ability of our company to obtain necessary equity financing to achieve our
        operating objectives, and the attainment of profitable operations. At March
        31,
        2008, our company has accumulated losses of $78,022 since inception and we
        currently do not have sufficient funds to continue our planned operations
        for
        the foreseeable future and we are currently raising additional funds for
        our
        operations. These financial statements do not include any adjustments to
        the
        recoverability and classification of recorded asset amounts and classification
        of liabilities that might be necessary should we be unable to continue as
        a
        going concern.
  Due
        to
        the uncertainty of our ability to meet our current operating expenses and
        the
        capital expenses noted above, in their report on the annual financial statements
        for the year ended March 31, 2008, our independent auditors included an
        explanatory paragraph regarding concerns about our ability to continue as
        a
        going concern. Our financial statements contain additional note disclosures
        describing the circumstances that lead to this disclosure by our independent
        auditors.
  The
        continuation of our business is dependent upon us raising additional financial
        support. The issuance of additional equity securities by us could result
        in a
        significant dilution in the equity interests of our current stockholders.
        Obtaining commercial loans, assuming those loans would be available, will
        increase our liabilities and future cash commitments.
  **NOTE
        C — CONCENTRATION OF CREDIT RISK**
  The
        Company maintains its cash balances with primarily one financial institution.
 Some
        of
        the Company’s revenues are derived from a few customers. Customers with greater
        than 10% of total sales are represented on the following table:
  **Customer**
              
              **Year
                  Ended**
                **March
                  31,**
                **2008**
              
              **Year
                  Ended**
                **March
                  31,**
                **2007**A
              
              
              26.6
              %
              
              *B
              
              
              13.7
              %
              
              *C
              
              
              *
              
              
              21.1
              %40.3
              %
              
              21.1
              %
 
 *
        Sales
        from this customer were less than 10% of total sales for the period
        reported.
  F-12
 
 Financial
        instruments which potentially subject the Company to concentrations of credit
        risk consist principally of accounts receivable. Customers with greater than
        10%
        of total accounts receivable are represented on the following
        table:
  **March
                  31,**
              
              **March
                  31,****Customer**
              
              **2008**
              
              **2007**A
              
              
              40.1
              %
              
              *D
              
              
              14.6
              %
              
              *E
              
              
              *
              
              
              28.0
              %F
              
              
              *
              
              
              20.4
              %G
              
              
              *
              
              
              20.0
              %54.7
              %
              
              68.4
              %
  *   Accounts
        receivable from this customer were less than 10% of total accounts receivable
        for the period reported.
 
 **NOTE
        D— INVENTORIES**
  Inventories
        consisted of the following:
 
 **March
                  31,**
              
              **March 31,****2008**
              
              **2007**Finished
                  goods and components in assembly
              
              $
              1,298
              
              $
              2
  **NOTE
        E— PREPAID EXPENSES AND OTHER ASSETS**
  Prepaid
        expenses and other assets consisted of the following:
  **March
                  31,**
              
              **March
                  31,****2008**
              
              **2007**Other
                  debtors
              
              $
              459
              
              $
              805Labor
                  taxes, sales taxes and similar
              
              
              13
              
              
              66Prepayments
                  and accrued income
              
              
              894
              
              
              629$
              1,366
              
              $
              1,500
  **NOTE
        F— INVESTMENTS**
  Investments
        consist of the following:
 
 **March
                  31,**
              
              **March
                  31,****2008**
              
              **2007**ROK
                  Mobile International Limited
              
              $
              102
              
              $
              -ROK
                  Brazil Entertainment Limitada
              
              
              29
              
              
              -Other
              
              
              1
              
              
              -$
              132
              
              $
              -
  **NOTE
        G— PROPERTY AND EQUIPMENT**
  Property
        and equipment consisted of the following:
 
 **March
                  31,**
              
              **March
                  31,****2008**
              
              **2007**Freehold
                  land and buildings
              
              $
              2,586
              
              $
              -Equipment,
                  furniture and fittings
              
              
              2,620
              
              
              1,708Leasehold
                  improvements
              
              
              32
              
              
              325,238
              
              
              1,740Less:
                  accumulated depreciation and amortization
              
              
              (1,694
              )
              
              (1,131
              )$
              3,544
              
              $
              609
  F-13
  **NOTE
        H — GOODWILL**
  Goodwill
        consists of the following:
  Balance
                  at March 31, 2006
              
              $
              288Goodwill
                  impairment
              
              
              (16
              )Balance
                  at March 31, 2007
              
              
              272Goodwill
                  on acquisitions
              
              $
              3,272Goodwill
                  impairment
              
              
              (1,962
              )Balance
                  at March 31, 2008
              
              $
              1,582
 
 Goodwill
        arising on acquisition principally includes $1,200 on the acquisition of
        Eikon
        Group Limited, $908 on the acquisition of Geniem Oy, $678 on the acquision
        of
        Blubox Software Limited and $489 on the acquisition of Rok Media Limited.
        Of
        these amounts it is considered at the year end that Eikon Group Limited and
        Rok
        Media Limited goodwill should be impaired together with the balance of goodwill
        as at March 31, 2007. Eikon
        Group Limited entered adminstration in April 2008, and as such, the full
        amount
        originally recognized as goodwill was deemed impaired.
 
 **NOTE
        I — INTANGIBLE ASSETS**
  Intangible
        assets consisted of the following:
  **March
                  31,**
              
              
              
              
              
              **March
                  31,****2008**
              
              
              
              
              
              **2007**Gross
                Carrying
                Amount
              
              Accumulated
                Amortization
              
              Carrying
                Amount
                Net
              
              Gross
                Carrying
                Amount
              
              Accumulated
                Amortization
              
              Carrying
                Amount
                NetInternally
                  generated development costs
              
              $
              309
              
              
              108
              
              
              202
              
              
              111
              
              
              107
              
              
              4
 
 Amortization
        expense was $1 and $1 for the years ended March 31, 2008 and 2007 respectively.
        The addition in the year of $198, relates to internally generated development
        cost that were included in the fair value assets acquired with Geniem Oy
        during
        March 2008 and so no amortization has been charged in the year.
        The weighted average estimated life of the intangibles acquired was 10
        years.
 
 Intangible
        assets are amortized over their estimated economic life on a straight line
        basis
        up to a maximum of 20 years with annual impairment reviews performed. The
        estimated amortization expense for each of the following five years, excluding
        any adjustments as a result of impairment reviews, is:
  Year
                  ending March 312009
              
              $
              212010
              
              
              212011
              
              
              212012
              
              
              202013
              
              
              20Total
              
              $
              103
  **NOTE
        J - LINE OF CREDIT, BANK**
 
 At
        March
        31, 2008 we had a bank overdraft of $1,616. This overdraft was held by Rock
        Group plc which we acquired during 2008 and so there was no equivalent balance
        as at March 31, 2007. It was secured on the freehold property, as was the
        mortgage of $764 referred to in note L below. Interest is charged at 2.4%
        above the bank's base rate (7.6% at March 31, 2008).
 
 **NOTE
        K - ACCRUED LIABILITIES**
  Accrued
        liabilities consisted of the following:
 
 **March
                  31,**
              
              **March
                  31,****2008**
              
              **2007**Labor
                  taxes, sales taxes and similar
              
              $
              3,819
              
              $
              1,030Accruals
                  and deferred income
              
              
              3,462
              
              
              1,523Other
                  creditors
              
              
              2,109
              
              
              844$
              9,390
              
              $
              3,397
  F-14
  **NOTE
        L — LONG-TERM LIABILITIES, INCLUDING NOTES PAYABLE**
  Long-term
        liabilities, including notes payable, consisted of the following:
 
 **March
                  31,**
              
              **March
                  31,****2008**
              
              **2007**Promissory
                  Notes (including accrued interest)
              
              $
              14,305
              
              $
              11,859Loans
                  (including accrued interest)
              
              
              6,205
              
              
              6,070Mortgage
                  on freehold property
              
              
              494
              
              
              -Accruals,
                  deferred income and other creditors
              
              
              767
              
              
              344Finance
                  leases
              
              
              179
              
              
              273$
              21,950
              
              $
              18,546
  Promissory
        Notes represent amounts loaned by, and repayable to, John Paul DeJoria. The
        Notes are unsecured and commenced on March 1, 2004. Each Note has a 5 year
        term
        and includes
        interest at 6%. Promissory Notes (including accrued interest) are payable
        as
        follows:
  **Year
                  Ending March 31,**
              
              
              **Amount**2009
              
              $
              1,0802010
              
              
              7,1932011
              
              
              2,7062012
              
              
              1,6222013
              
              
              2,784Total
              
              $
              15,385
  The
        principal balance within Loans is the amount owed to Jonathan Kendrick of
        $5,565
        which is the currently stated balance as at November 14, 2007. This amount
        is
        unsecured and currently includes
        interest at 8.25%. It was agreed that the total principal and interest as
        at
        that date was not payable for 12 months and as it is anticipated that no
        payment
        will be made until after March 31, 2009 the amount has been included as long
        term liabilities.
 
 Until
        Rock Group plc entered administration on May 8, 2008, w e
        had a
        mortgage on freehold property which expires in 2010. As this was still a
        liability of ours as at March 31, 2008 it is shown in the above figures and
        split between the amount payable within one year ($270) and payable after
        more
        than one year ($494).
 
 Within
        accruals, deferred income and other creditors are amounts owed to employees
        who
        agreed to a deferral of part of their payroll entitlement. The terms of the
        deferral were that such amounts would not become payable until the Company
        was
        profitable and cash generative. The balances of the deferral total $429 and
        $348
        in the years ended March 31, 2008 and 2007.
 
 **NOTE
        M — COMPANY PENSION PLANS**
 
 The
        Company operates defined contribution pension plans. Under the rules of the
        largest plan the Company makes payments to match the contributions made by
        employees of up to a maximum of 3% of the monthly salary contribution made.
        The
        total amounts contributed by the Company were $71,369 and $31,051 in the
        years
        ended March 31, 2008 and 2007.
 
 **NOTE
        N — EQUITY TRANSACTIONS**
 
 During
        2008 19,058,127 shares of common stock were sold at an average price of $0.65
        per share. On completion of the reverse acquisition by us of Cyberfund Inc.
        there were 4,294,715 shares of common stock outstanding. 417,750 shares of
        common stock were issued at par in recognition of services provided and 285,714
        warrants were exercised for cash of $2,000,000 at a price of $7.00 a share.
  F-15
  During
        2007 an effective 10,142,105 shares of common stock were issued during a
        bonus
        share issue whereby every shareholder received an additional 13.27 shares
        for
        every share held. In addition an effective 11,386,372 shares of common stock
        were issued at par during the share-for-share exchange. 4,751,205 shares
        of
        common stock were sold during 2007 at an average price of $1.03 per share.
        The
        effects of the bonus shares have been stated retroactively in these financial
        statements.
 
 **NOTE
        O — COMMITMENTS AND CONTINGENCIES**
  ***Capital
        Leases***
  Future
        minimum lease payments for capital leases up to the date of their expiration
        are
        as follows:
  **Year
                  Ending March 31,**
              
              **Amount**2009
              
              $
              1662010
              
              
              1272011
              
              
              1142012
              
              
              9Total
                  payments
              
              
              416Less:
                  portion representing interest
              
              
              (118
              )Principal
                  portion
              
              
              298Less:
                  current portion
              
              
              (119
              )Long-term
                  portion
              
              $
              179
  We
        lease
        computer equipment and vehicles under three capital lease arrangements with
        imputed interest of 20% to 27% per year. The leases require monthly payments
        $6,914 until April 2009, $5,180 until September 2010 and $4,347 until April
        2011.
  Other
        information relating to the capital leases is as follows:
 
 **As at March 31, 2008**Cost
              
              $
              546Less:
                  accumulated amortization
              
              
              (160
              )Total
              
              $
              386
 
 Amortization expense
          for capital lease assets was $160 for the year ended March 31,
          2008.
 
 ***Operating
        Leases***
  Future
        minimum lease payments for all operating leases up to the date of their
        expiration are as follows:
  **Year
                  Ending March 31,**
              
              **Amount**2009
              
              $
              3072010
              
              
              1702011
              
              
              1222012
              
              
              1152013
              
              
              802014
              
              
              40Total
              
              $
              834
  F-16
  We
        lease
        two vehicles under operating lease arrangements which expire in June 2009.
        The
        monthly payments total $1,426 which gives a cost of $12,834 and $4,278 for
        the
        year ended March 31, 2008 and 2009 respectively.
 
 Future
        minimum lease payments for property rental up to the date of their expiration
        are as follows:
  **Year
                  Ending March 31,**
              
              **Amount**2009
              
              $
              2882010
              
              
              1602011
              
              
              1222012
              
              
              1152013
              
              
              802014
              
              
              40Total
              
              $
              805
 
 ***License
        fees payable to JP DeJoria***
 
 In
        September 2003, Rok Diamonds Limited entered into a license agreement with
        John
        Paul DeJoria, a founder of the group. The agreement provided for an exclusive
        license by Mr. DeJoria to enable Rok Diamonds Limited to use the DeJoria
        name
        for its business in perpetuity. The license can be terminated with the mutual
        written agreement of both parties with not less than six months notice. In
        consideration for this license, the company was to pay Mr. DeJoria $1,000
        annually plus an annual amount equal to the greater of $50,000 or 3.5% of
        annual
        gross revenue of the company. The license also stated that the annual amount
        was
        to increase to the greater of $1,000,000 or 5% of annual gross revenue of
        the
        company following any trade sale or any other sale or flotation of the company
        or its parent company. The amounts payable to Mr. DeJoria were
        $471,000 and $192,000 in the fiscal years ended March 31, 2008 and
        2007, respectively, which have been expensed and credited as an increase
        in
        stockholders' equity, being a liability currently waived by a
        shareholder.
 
 **NOTE
        P — STOCK-BASED COMPENSATION**
  ***Warrants
        - employees and contractors***
  The
        Company has issued common stock purchase warrants to employees and contractors
        as stock-based compensation. The Company values the warrants using the
        Black-Scholes pricing model. The warrants vested after three years prior
        to
        November 14, 2007 but all warrants then vested immediately on that date as
        a
        result of the share for share exchange. The warrants had an exercise period
        of
        ten years after the date of grant prior to November 14, 2007 but all warrants
        then had an exercise period of ten years after that date, being November
        14,
        2017 as a result of the share for share exchange.
  Warrants
        issued to employees and contractors during the years ended March 31, 2008
        and
        2007, were as follows:
  **March
                  31, 2008**
              
              **March
                  31, 2007****Weighted**
              
              
              
              **Weighted****Common**
              
              **Average**
              
              **Common**
              
              **Average****Stock**
              
              **Exercise**
              
              **Stock**
              
              **Exercise****Warrants**
              
              **Price**
              
              **Warrants**
              
              **Price**Outstanding
                  at beginning of year
              
              
              3,184,401
              
              $
              0.0037
              
              
              -
              
              $
              -Granted
              
              
              2,187,899
              
              
              0.0037
              
              
              3,184,401
              
              
              0.0037Exercised
              
              
              -
              
              
              -
              
              
              -
              
              
              -Expired
              
              
              -
              
              
              -
              
              
              -
              
              
              -Outstanding
                  and exercisable at end of year
              
              
              5,372,301
              
              $
              0.0037
              
              
              3,184,401
              
              $
              0.0037
  The
        Company recorded $15,052,315 and $1,394,708 of compensation expense for warrants
        granted to employees and contractors during the years ended March 31, 2008
        and
        2007, respectively. There were no unvested options at March 31, 2008. No
        options
        were exercised during the year ended March 31, 2008. All options are currently
        exercisable.
  F-17
  As
        of
        March 31, 2008 and 2007 the weighted average contractual life of the outstanding
        warrants was 9.6 years and 9.5 years, respectively.
 
 The
        fair
        value of each warrant granted is estimated on the date of grant using the
        Black-Scholes option-pricing model with the following weighted-average
        assumptions.
 
 **2008**
              
              **2007**Expected
                  life
              
              
              6.5 years
              
              
              6.5 yearsDividend
                  yield
              
              
              0
              %
              
              0
              %Expected
                  volatility
              
              
              75.0
              %
              
              90.0
              %Risk-free
                  interest rate
              
              
              5.0
              %
              
              4.0
              %
  All
        warrants have an exercise price of $0.001 and the intrinsic value of the
        warrants granted at March 31, 2008 is calculated as $4.599 per warrant being
        the
        difference between the fair value of $4.600 and the exercise price which
        gives
        an aggregate intrinsic value of $24,707,212.
 
 ***Warrants
        - non-employees and contractors***
 The
        Company has also issued common stock purchase warrants to certain investors
        and
        other strategic shareholders in connection with various transactions. The
        Company values the warrants using the Black-Scholes pricing model and they
        are
        recorded based on the reason for issuance.
  Warrants
        issued to non-employees and contractors during the years ended March 31,
        2008
        and 2007, were as follows:
 
  **March
                  31, 2008**
              
              **March
                  31, 2007****Weighted**
              
              
              
              **Weighted****Common**
              
              **Average**
              
              **Common**
              
              **Average****Stock**
              
              **Exercise**
              
              **Stock**
              
              **Exercise****Warrants**
              
              **Price**
              
              **Warrants**
              
              **Price**Outstanding
                  at beginning of year
              
              
              1,075,439
              
              $
              0.0037
              
              
              -
              
              $
              -Granted
              
              
              996,986
              
              
              0.0037
              
              
              1,075,439
              
              
              0.0037Exercised
              
              
              (66,753
              )
              
              0.0037
              
              
              -
              
              
              -Expired
              
              
              (565,583
              )
              
              0.0037
              
              
              -
              
              
              -Outstanding
                  and exercisable at end of year
              
              
              1,440,089
              
              $
              0.0037
              
              
              1,075,439
              
              $
              0.0037
  
 There
        are
        93,610 common stock purchase warrants included in those granted during the
        year
        ended March 31, 2008 which have not yet vested (March 31, 2007 - nil).
 
 As
        of
        March 31, 2008 and 2007 the weighted average contractual life of the outstanding
        warrants was 9.6 years and 9.5 years, respectively.
 
 The
        fair
        value of each warrant granted is estimated on the date of grant using the
        Black-Scholes option-pricing model with the following weighted-average
        assumptions.
 
 **2008**
              
              **2007**Expected
                  life
              
              
              6.5 years
              
              
              6.5 yearsDividend
                  yield
              
              
              0
              %
              
              0
              %Expected
                  volatility
              
              
              75.0
              %
              
              90.0
              %Risk-free
                  interest rate
              
              
              5.0
              %
              
              4.0
              %
  All
        warrants have an exercise price of $0.001 and the intrinsic value of the
        warrants granted at March 31, 2008 is calculated as $4.599 per warrant being
        the
        difference between the fair value of $4.600 and the exercise price which
        gives
        an aggregate intrinsic value of $6,622,969.
  F-18
  
 ***Stock
        options***
  On
        November 10, 2007, our board of directors and holders of a majority of our
        outstanding shares of common stock adopted and approved a new 2007 Incentive
        Compensation Plan. The purpose of our Incentive Compensation Plan is to assist
        us in attracting, motivating, retaining and rewarding high-quality executives
        and other employees, officers, directors, consultants and other persons who
        provide services to us. No awards under the plan have been made to
        date.
  *Administration.* Our
        Incentive Compensation Plan is to be administered by our Compensation Committee,
        provided, however, that except as otherwise expressly provided in the plan,
        the
        board of directors may exercise any power or authority granted to the committee
        under our plan. Subject to the terms of our plan, the committee is authorized
        to
        select eligible persons to receive awards, determine the type, number and
        other
        terms and conditions of, and all other matters relating to, awards, prescribe
        award agreements (which need not be identical for each participant), and
        the
        rules and regulations for the administration of the plan, construe and interpret
        the plan and award agreements, and correct defects, supply omissions or
        reconcile inconsistencies in them, and make all other decisions and
        determinations as the committee may deem necessary or advisable for the
        administration of our plan.
  *Eligibility.* The
        persons eligible to receive awards under our Incentive Compensation Plan
        are the
        officers, directors, employees, consultants and other persons who provide
        services to us.
  *Types
        of Awards.* Our
        Incentive Compensation Plan will provide for the issuance of stock options,
        stock appreciation rights, or SARs, restricted stock, deferred stock, dividend
        equivalents, bonus stock and awards in lieu of cash compensation, other
        stock-based awards and performance awards.
  *Shares
        Available for Awards; Annual Per-Person Limitations.* The
        total
        number of shares of common stock that may be subject to the granting of awards
        under our Incentive Compensation Plan at any time during the term of the
        plan
        will be equal to 9,000,000 shares. This limit will be increased by the number
        of
        shares with respect to which awards previously granted under our plan that
        are
        forfeited, expire or otherwise terminate without issuance of shares, or that
        are
        settled for cash or otherwise do not result in the issuance of shares, and
        the
        number of shares that are tendered (either actually or by attestation) or
        withheld upon exercise of an award to pay the exercise price or any tax
        withholding requirements.
  Our
        Incentive Compensation Plan imposes individual limitations on the amount
        of
        certain awards. Under these limitations, during any 12-month period, the
        number
        of options, stock appreciation rights, shares of restricted stock, shares
        of
        deferred stock, performance shares and other stock based-awards granted to
        any
        one participant under the plan may not exceed 1,800,000 shares, subject to
        adjustment in certain circumstances. The maximum amount that may be paid
        out as
        performance units in any 12-month period is $2,000,000 multiplied by the
        number
        of full years in the performance period.
  *Stock
        Options and Stock Appreciation Rights.* The
        committee is authorized to grant stock options, including both incentive
        stock
        options, or ISOs, which can result in potentially favorable tax treatment
        to the
        participant, and non-qualified stock options, and stock appreciation rights
        entitling the participant to receive the amount by which the fair market
        value
        of a share of common stock on the date of exercise exceeds the grant price
        of
        the stock appreciation right.
  *Restricted
        and Deferred Stock.* The
        committee is authorized to grant restricted stock and deferred stock. Restricted
        stock is a grant of shares of common stock which may not be sold or disposed
        of,
        and which may be forfeited in the event of certain terminations of employment,
        prior to the end of a restricted period specified by the committee.
  *Dividend
        Equivalents.* The
        committee is authorized to grant dividend equivalents conferring on participants
        the right to receive, currently or on a deferred basis, cash, shares of common
        stock, other awards or other property equal in value to dividends paid on
        a
        specific number of shares of common stock or other periodic payments.
  *Bonus
        Stock and Awards in Lieu of Cash Obligations.* The
        committee is authorized to grant shares of common stock as a bonus free of
        restrictions, or to grant shares of common stock or other awards in lieu
        of our
        obligations to pay cash under our Incentive Compensation Plan or other plans
        or
        compensatory arrangements, subject to such terms as the committee may
        specify.
   F-19
  **NOTE
        Q — INCOME TAXES**
  There
        is
        no current or deferred tax provision or benefit for the years ended March
        31,
        2008 and 2007.
 
 Temporary
        differences between financial statement carrying amounts and the tax basis
        of
        assets and liabilities and tax credit and operating loss carryforwards that
        create deferred tax assets and liabilities are as follows:
  **2008**
              
              **2007**Current
                  asset:Share
                  based payments
              
              $
              5,000
              
              $
              450Property
                  and equipment
              
              
              (1,600
              )
              
              (270
              )Non-current
                  asset:Net
                  operating loss carryforwards
              
              
              9,700
              
              
              9,500Deferred
                  tax asset
              
              
              13,100
              
              
              9,680Less:
                  valuation allowance
              
              
              (13,100
              )
              
              (9,680
              )Net
                  deferred tax asset
              
              $
              -
              
              $
              -
  Deferred
        tax liabilities and deferred tax assets reflect the net tax effects of temporary
        differences between the carrying amounts of assets and liabilities for financial
        reporting purposes and the amounts used for income tax purposes. Differences
        arise primarily from differences between tax and GAAP treatment of the
        accounting for such items as property, equipment, share-based payments and
        net
        operating losses. The valuation allowance has been established due to the
        uncertainty of future taxable income, which is necessary to realize the benefits
        of the deferred tax assets. As of March 31, 2008, the Company had estimated
        net
        operating loss (NOL) carry forwards of at least $32million which can be carried
        forward indefinitely and set off against profits solely from the same trade.
  Realization
        of the NOL carry forwards and other deferred tax temporary differences are
        contingent on future taxable earnings. The deferred tax asset was reviewed
        for
        expected utilization using a “more likely than not” approach by assessing the
        available positive and negative evidence surrounding its recoverability.
        Accordingly, a full valuation allowance has been recorded against the Company’s
        deferred tax asset.
  The
        components of income tax benefit consist of the following:
 Current:International
                
                
                (1,134
                )
                
                (1,035
                )Total
                    income tax benefit
                
                $
                (1,134
                )
                $
                (1,035
                )
  
 The
        income tax benefit arises as a result of the tax credit claims submitted
        to Her
        Majesty’s Revenue and Customs in the UK for the qualifying Research and
        Development work performed by us.
 
 The
        Company will continue to assess and evaluate strategies that will enable
        the
        deferred tax asset, or portion thereof, to be utilized, and will reduce the
        valuation allowance appropriately at such time when it is determined that
        the
“more likely than not” criteria is satisfied.
 
 On
        April
        1, 2007, the Company adopted the provisions of the Financial Accounting
        Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income
        Taxes,” (“FIN 48”) an interpretation of FASB Statement No. 109, “Accounting for
        Income Taxes.” As a result of the implementation of FIN 48, the Company
        recognized no material adjustment in the liability for unrecognized income
        tax
        benefits and FIN 48 had no effect on shareholders’ equity. The Company
        recognizes accrued interest and penalties related to uncertain tax positions
        in
        income tax expense. At March 31, 2008, the Company had no accruals for the
        payment of tax related interest and there were no tax interest or penalties
        recognized in the statement of operations. The Company’s tax returns are
        potentially open to examinations for years 2004-2007.
 
 The
        Company’s provision for income taxes differs from the expected tax benefit
        amount computed by applying the statutory federal income tax rate of 34.0%
        to
        loss before taxes as a result of the following:
  F-20
  **2008**
                
                **2007**Federal
                    statutory rate
                
                
                (34.0
                )%
                
                (34.0
                )%Foreign
                    rate differential
                
                
                4.0
                
                
                4.0Stock-based
                    compensation
                
                
                38.0
                
                
                10.0Other
                
                
                (10.9
                )
                
                12.5(2.9
                )%
                
                (7.5
                )%
 
 **NOTE
        R — SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION**
  **Year Ended**
              
              **Year Ended****March 31,**
              
              **March 31,****2008**
              
              **2007**Cash
                  paid (received) for:Interest
              
              $
              52
              
              $
              12Income
                  taxes
              
              
              -
              
              
              (773
              )Non-cash
                  items:Estimate
                  of shares to be issued for purchase of Eikon Group Limited
              
              
              1,500
              
              
              -Shares
                  to be issued for purchase of Blubox Software Limited
              
              
              663
              
              
              -Shares
                  to be issued for purchase of Geniem Oy
              
              
              587
              
              
              -Conversion
                  of note payable into common stock
              
              
              2,000
              
              
              -
  **NOTE
        S — RELATED PARTY TRANSACTIONS**
  The
        Company had the following balances with affiliated companies as at March
        31,
        2008 and 2007:
 
 Due
        to
        affiliated undertakings:
 
 March
                  31,
                2008
                $000
              
              March
                  31,
                2007
                $000Rok
                  Mobile International Limited
              
              $
              1,088
              
              $
              -Rok
                  Voice Limited
              
              
              496
              
              
              465Just
                  Drunk Limited
              
              
              384
              
              
              377Rok
                  Media Limited
              
              
              -
              
              
              298Other
                  balances (less than $100)
              
              
              96
              
              
              10$
              2,064
              
              $
              1,150
 
 Due
        from
        affiliated undertakings:
 
 March
                  31,
                2008
                $000
              
              March
                  31,
                2007
                $000Rok
                  Mobile Limited
              
              $
              1,084
              
              $
              -Rok
                  Asset Management Limited
              
              
              723
              
              
              69Beijing
                  Sun Up Trade Development Co., Limited
              
              
              422
              
              
              -Rok
                  Talk Limited
              
              
              120
              
              
              -Rok
                  Media Limited
              
              
              -
              
              
              118Other
                  balances (less than $100)
              
              
              174
              
              
              70$
              2,523
              
              $
              257
  F-21
  The
        above
        companies are deemed to be affiliates by virtue of common control and/or
        interests held by the Company and/or the directors of the Company.
 
 Sales
 
 Services
        and other sales in the year ended March 31, 2008 include $2,000,000 (2007
        -
        $nil) from the sale of a license to Rok Mobile International Limited for
        use of
        all our products and services.
 
 Consultancy
        services from Rok Asset Management Limited
 
 During
        the year Rok Asset Management Limited provided consultancy services to us
        and an
        amount of $198,000 was offset (treated as paid) against the loan amount payable
        to us by that company.
 
 Transactions
        with John Paul DeJoria
  As
        of
        March 31, 2008, we owed John Paul DeJoria, a co-founder, $13,120,000 excluding
        accrued interest which, as of March 31, 2008, totaled approximately $2,264,633.
        These amounts were lent through a number of promissory notes that begin to
        mature in March 2009. The Notes are unsecured and commenced on March 1, 2004.
        Each Note has a 5 year term and attracts interest at 6%. Promissory Notes
        (including accrued interest) are payable as follows:
  (amounts
        in thousands)
  **Year
                  Ending March 31,**
              
              
              **Amount**2009
              
              $
              1,0802010
              
              
              7,1932011
              
              
              2,7062012
              
              
              1,6222013
              
              
              2,784Total
              
              $
              15,385
  In
        September 2003, Rok Diamonds Limited entered into a license agreement with
        John
        Paul DeJoria. The agreement provided for an exclusive license by Mr. DeJoria
        to
        enable Rok Diamonds Limited to use the DeJoria name for its business in
        perpetuity. The license can be terminated with the mutual written agreement
        of
        both parties with not less than six months notice. In consideration for this
        license, the company was to pay Mr. DeJoria $1,000 annually plus an annual
        amount equal to the greater of $50,000 or 3.5% of annual gross revenue of
        the
        company. The license also stated that the annual amount was to increase to
        the
        greater of $1,000,000 or 5% of annual gross revenue of the company following
        any
        trade sale or any other sale or flotation of the company or its parent company.
        The amounts payable to Mr. DeJoria were $471,000 and $192,000 in the
        fiscal years ended March 31, 2008 and 2007, respectively, which have been
        expensed and credited as an increase in stockholders' equity, being a liability
        currently waived by a shareholder.
 
 Transactions
        with Jonathan Kendrick
 
 As
        of
        March 31, 2008, we owed Jonathan Kendrick, our Chairman and a co-founder,
        $5,564,521 including accrued interest. This amount is unsecured and currently
        attracts interest at 8.25%. It was agreed that the total principal and interest
        as at that date was not payable for 12 months and as it is anticipated that
        no
        payment will be made until after March 31, 2009 the amount has been included
        as
        long term liabilities.
  Transactions
        with James Kendrick
  As
        of
        March 31, 2008, we owed James Kendrick, our Chief Operating Officer $89,600
        including accrued interest. This amount is unsecured, currently attracts
        interest at 7.25% and has no specific terms of repayment.
  Transactions
        with Alex Renny
  As
        of
        March 31, 2008, we owed Alex Renny, our Chief Financial Officer, Treasurer
        and
        Secretary  $220,287
        including accrued interest. This amount is unsecured, currently attracts
        interest at 7.25% and has no specific terms of repayment.
  F-22
  Transactions
        with Lord (Benjamin) Mancroft
  As
        of
        March 31, 2008, we owed Lord (Benjamin) Mancroft, our Deputy Chairman $351,740
        in unpaid consultancy fees. This amount is unsecured and has no specific
        terms
        of repayment.
  **NOTE
        T — ACQUISITIONS MADE DURING THE YEAR ENDED MARCH 31, 2008**
 (amounts
        in thousands of dollars except for share data)
 
 **ACQUISITION
        OF BLUBOX SOFTWARE LIMITED**
 
 On
        June
        12, 2007, we completed a transaction to acquire 51% of Blubox Software Limited
        (“Blubox”). The consideration payable was stock options to purchase up to 28,383
        shares of common stock of Rok Entertainment Group Limited depending upon
        the
        performance of the business in the twelve month period to June 30, 2008.
        Following the reverse acquisition, the stock options were exchanged for stock
        options to purchase up to 157,886 shares of Company common stock. As the
        number
        of shares to be granted is currently unknown and dependent on the performance
        of
        the business, the final consideration has not been calculated for the year
        ended
        March 31, 2008 in relation to this transaction. The goodwill for the year
        ended
        March 31, 2008 is for the performance that has been achieved as at that date
        and
        hence the number of share options that would be realized on that basis. Upon
        satisfaction of this contingency, the entire purchase price would be recorded
        as
        goodwill since Blubox Software Limited had nominal net assets to be recorded.
        Blubox was acquired to increase our product and services portfolio and its
        results have been included in our results since the date of acquisition.
The
        total
        consideration earned at March 31, 2008 was $663.
 
 **ACQUISITION
        OF FUN LITTLE MOVIES INC.**
 
 On
        November 14, 2007, the Company closed the transaction to acquire 51% of Fun
        Little Movies Inc. (“FLM”) for a total consideration of stock options to
        purchase up to 125,000 shares of Company common stock and a guaranteed
        commitment to pay $800,000 in equal installments over the following 24 months
        which FLM is to use as ongoing working capital for the operation. In the
        financial statements for the year ended March 31, 2008, the Company has expensed
        $575,000 being the amount relating to the stock options and has also expensed
        $392,000 being the guaranteed commitment. This has resulted in a total charge
        to
        the income statement for the year of $967,000. Since Fun Little Movies Inc.
        is a
        development stage company, business combination accounting as required by
        SFAS
        141 is not applicable. FLM was acquired to increase our product and services
        portfolio and its results have been included in our results since the date
        of
        acquisition
 
 **ACQUISITION
        OF EIKON GROUP LIMITED**
 
 On
        December 5, 2007, we completed a transaction to acquire 51% of Eikon Group
        Limited. This acquisition was made to increase our product and services
        portfolio and the groups results have been included in our results since
        the
        date of acquisition.
 
 The
        maximum consideration to be payable was stock warrants to purchase up to
        50,835
        shares of common stock of Rok Entertainment Group Limited depending upon
        the
        accuracy of the balance sheet provided by their board as at October 31, 2007.
        This number of stock warrants was to represent a maximum purchase price of
        $2,000,000.
 
 Following
        the reverse acquisition, the stock warrants were exchanged for
        stock warrants to purchase up to 282,778 shares of Company common stock.
        The number of shares to be granted is dependent on the accuracy of the October
        31, 2007 balance sheet and this was to be determined by May 26, 2008. The
        Goodwill calculated on this transaction, assuming the maximum consideration
        of
        $2,000,000 was to be payable, is detailed below:
 $
                000Share
                    of tangible fixed assets
                
                
                1,233Share
                    of current assets
                
                
                1,484Share
                    of liabilities assumed
                
                
                (2,417
                )Share
                    of net assets acquired
                
                
                300Maximum
                    consideration payable
                
                
                2,000Maximum
                    Goodwill
                
                
                1,700
  F-23
  Rock
        Group plc was the principal trading company owned by Eikon Group Limited.
        It
        entered administration on May 8, 2008 due to the size of its debts and the
        prevailing market conditions. Consequently the Company is still currently
        working out the correct number of option shares to be granted as the
        consideration for the transaction.
 
 In
        the
        calculations in this report the Company has assumed that the consideration
        payable has been reduced to the equivalent number of stock options to represent
        $1,500,000. However the outcome is currently uncertain and management considers
        this purchase price to be the best estimate based upon all available
        information. This purchase price is still preliminary and will be adjusted
        in
        future quarters.
 
 Our
        consolidated financial statements for the year ended March 31, 2008 include
        the
        financial results of Eikon Group Limited from the date of acquisition. The
        following table contains pro forma results for the years ended March 31,
        2008
        and 2007, as if the acquisition had occurred at April 1, 2006 and after
        adjustment for minority interest:
 
 **Year ended**
                **March 31,**
              
              **Year ended**
                **March 31,****2008**
              
              **2007**(in
                  thousands of dollars except for share data)Total
                  revenues from continuing operations
              
              $
              20,674
              
              $
              15,663Net
                  loss
              
              $
              (35,744
              )
              $
              (11,283
              )Net
                  loss per share basic
              
              $
              (0.70
              )
              $
              (0.42
              )
 
 The
        pro
        forma consolidated results do not purport to be indicative of results that
        would
        have occurred had the acquisition been in effect for the years presented,
        nor do
        they claim to be indicative of the results that will be obtained in the future.
        The above pro forma financial results include the results of operations of
        Eikon
        Group Limited in its entirety during this period.
 
 **ACQUISITION
        OF GENIEM OY**
 
 On
        March
        1, 2008, the Company closed the transaction to acquire 51% of Geniem Oy
        (“Geniem”) for a total consideration of stock options to purchase up to 127,500
        shares of Company common stock and a guaranteed commitment to pay Euros250,000
        in installments over the following 12 months which Geniem is to use as ongoing
        working capital for the operation. In the financial statements for the year
        ended March 31, 2008, the Company has recorded goodwill of $907,643 being
        the
        amount relating to the stock options ($586,500), the guaranteed commitment
        made
        of funding which is for the benefit of the minority shareholders ($185,306)
        and
        the share of the net liabilities acquired ($135,837). Geniem was acquired
        to
        increase the number of media platforms on which our products and services
        can be
        sold and its results have been included in our results since the date of
        acquisition. The
        purchase price allocation for Geniem has not yet been
        finalized.
 
 **NOTE
        U — SEGMENT DISCLOSURE AND MAJOR CUSTOMERS**
 
 The
        Company views its operations and manages its business as one reportable segment.
        Factors used to identify the Company’s single operating segment include the
        financial information available for evaluation by the chief operating decision
        maker in making decisions about how to allocate resources and assess
        performance. The Company markets its products and services through its
        headquarters in the United Kingdom and its main subsidiaries operating in
        China
        and Europe.
  F-24
  Net
        sales
        per geographic region, based on location of end customer, are summarized
        as
        follows:
 
 **Year
                    ended**
                  **March
                    31,**
                
                **Year
                    ended**
                  **March
                    31,****2008**
                
                **2007****PRODUCT
                    SALES**USA
                
                $
                67
                
                $
                1UK
                
                
                3,463
                
                
                933Europe
                
                
                2,564
                
                
                7India
                
                
                3,891
                
                
                -Kazakstan
                
                
                1,498
                
                
                -South
                    Africa
                
                
                -
                
                
                219Other
                    rest of world
                
                
                114
                
                
                23$
                11,597
                
                $
                1,183**SERVICES
                    SALES**
                
                
                
                
                
                xUK
                
                $
                2,021
                
                $
                71Europe
                
                
                -
                
                
                6Rest
                    of world
                
                
                967
                
                
                2,944$
                2,988
                
                $
                3,021**TOTAL
                    SALES**
                
                $
                14,585
                
                $
                4,204
 
 Geographic
        segments of property and equipment and intangible assets are as
        follows:
 
 **Year****ended**
                **March 31,**
              
              **Year ended**
                **March 31,****2008**
              
              **2007****PROPERTY
                  AND EQUIPMENT**UK
              
              $
              3,429
              
              $
              473Europe
              
              
              16
              
              
              -China
              
              
              99
              
              
              136TOTAL
              
              $
              3,544
              
              $
              609
 
 **Year ended**
                **March 31,**
              
              **Year ended**
                **March 31,****2008**
              
              **2007****GOODWILL
                  AND INTANGIBLE ASSETS**UK
              
              $
              674
              
              $
              272Europe
              
              
              1,107
              
              
              -China
              
              
              3
              
              
              4TOTAL
              
              $
              1,784
              
              $
              276
 
 **NOTE
        X — WARRANTS ISSUED**
 
 On
        November 12, 2007, the Company issued an **** 8%
        convertible term promissory note in the principal amount of $2,000,000. Attached
        to this note was a warrant to purchase up to 250,000 shares of Company common
        stock. The warrant is exercisable for a period of one year from the date
        of
        issuance at a price of $12.00 per share and the cost allocated to the warrant
        is
        $70,854. Given an anticipated exercise of the note payable, the full amount
        has
        been recognized as interest expense in the financial statements. The
        factors that were used to calculate this amount were:
 
 Expected
                  life
              
              
              1
                  yearDividend
                  yield
              
              
              0
              %Expected
                  volatility
              
              
              75.0
              %Risk-free
                  interest rate
              
              
              5.0
              %
  F-25
  **NOTE
        V — SUBSEQUENT EVENTS**
  **ACQUISITION
        OF JALIPO LIMITED AND JALIPO MEDIA LIMITED**
 
 On
        April
        30, 2008, the Company acquired 100% of Jalipo Limited and Jalipo Media Limited,
        its wholly owned subsidiary and a development stage company, for a total
        consideration of 600,000 shares of the Company’s common stock which equates to
        $4,800,000 at the fair value of the common stock at that time of $8.00 a
        share.
        Neither company had generated significant revenues and both had minimal net
        assets at the date of acquisition. The purchase price allocation has not
        yet
        been completed.
 
 **DISPOSAL
        OF ROCK GROUP PLC**
 
 On
        May 8,
        2008, Rock Group plc, the principal trading company owned by Eikon Group
        Limited, entered administration due to the size of its debts and the prevailing
        market conditions. The assets and business of the company have now been sold
        by
        the administrator to Stone Computers Limited for a notional amount and the
        calculation of the issuance of our shares of common stock, as referred to
        in
        note T, is anticipated to be calculated by the date of filing of our 10-QSB
        for
        the quarter ended June 30, 2008.
 
 **FUNDRAISING
        ACTIVITIES**
 
 Since
        March 31, 2008 we have sold 375,000 shares of common stock at $8.00 a share.
        This has generated $3,000,000 of which $1,000,000 was received prior to the
        year
        end. We are currently undergoing a further round of fundraising in the public
        market to obtain funds for ongoing working capital and acquisitions.
  F-26
  **EXHIBIT
        INDEX**
  The
        exhibits listed in the following Exhibit Index are filed as part of this
        annual
        report.
  Exhibit
        Number and Description
  2.1
              Share
                  Exchange Agreement, dated April 27, 2007, between Cyberfund, Inc.
                  and ROK
                  Entertainment Group Limited.(1)2.2
              Amendment
                  No. 1 to Share Exchange Agreement, dated July 10, 2007, between
                  Cyberfund,
                  Inc. and ROK Entertainment Group Limited. (2)2.3
              Amendment
                  No. 2 to Share Exchange Agreement, dated as of November 12, 2007,
                  between
                  Cyberfund, Inc. and ROK Entertainment Group Limited.
                  (2)2.4
              Amendment
                  No. 3 to Share Exchange Agreement, dated as of November 14, 2007,
                  between
                  Cyberfund, Inc. and ROK Entertainment Group Limited.
                  (2)2.5
              Agreement
                  and Plan of Merger, dated December 28, 2007, by and between Cyberfund,
                  Inc. and ROK Entertainment Group Inc.3.1
              Certificate
                  of Incorporation of ROK Entertainment Group Inc., filed December
                  13, 2007
                  with the Secretary of State of the State of Delaware.3.2
              By-laws
                  of ROK Entertainment Group Inc.3.3
              Certificate
                  of Merger of Cyberfund, Inc. with and into ROK Entertainment Group
                  Inc.,
                  filed December 28, 2007 with the Secretary of State of the State
                  of
                  Delaware.10.1
              ROK
                  Entertainment Group Inc. 2007 Incentive Compensation Plan.
                  (3)10.2
              Form
                  of Employment Agreement between ROK Entertainment Group Limited
                  and its
                  officers. (3)14.1
              Code
                  of Business Ethics.21.1
              Subsidiaries
                  of ROK Entertainment Group Inc.31.1
              Certification
                  of Chief Executive Officer required by Rule
                  13(a)-14(a).31.2
              Certification
                  of Chief Financial Officer required by Rule
                  13(a)-14(a).32.1
              Certifications
                  pursuant to Sec. 906.
  
 (1)
              Incorporated
                  by reference to the exhibits included with our current report on
                  Form 8-K,
                  dated April 27, 2007, and filed with the SEC on May 1,
                  2007.(2)
              Incorporated
                  by reference to the exhibits included with our current report on
                  Form 8-K,
                  dated November 14, 2007, and filed with the SEC on November 16,
                  2007.(3)
              Incorporated
                  by reference to the exhibits included with our current report on
                  Form 8-K,
                  dated November 14, 2007, and filed with the SEC on November 20,
                  2007.
  F-27