Royalty Flow 1-Z Offering exit report

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Form 1-Z Issuer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-Z EXIT REPORT UNDER REGULATION A	OMB APPROVAL
FORM 1-Z		OMB Number:  3235-0723 Estimated average burden hours per response: 1.5

1-Z: Filer Information

Issuer CIK	0001709847
Issuer CCC	XXXXXXXX
File Number
Is this filing by a successor company pursuant to Rule 257(b)(5) resulting from a merger or other business combination?	Yes No
Successor File Number

Is this a LIVE or TEST Filing?	LIVE TEST
Is this an electronic copy of an official filing submitted in paper format?
Would you like a Return Copy?

Submission Contact Information

Name

Phone

E-Mail Address

Notify via Filing Website only?

1-Z: PRELIMINARY INFORMATION

Exact name of issuer as specified in the issuer's charter	Royalty Flow Inc.
Address of Principal Executive Offices
Address 1	1444 Wazee Street
Address 2	Suite 350
City	Denver
State/Country	COLORADO
Mailing Zip/ Postal Code	80202
Phone	800-718-2891
Commission File Number(s)	024-10745

1-Z: PART I Summary Information Regarding the Offering and Proceeds

Summary Information

Date of qualification of the offering statement	11-22-2017
Date of commencement of the offering	11-22-2017
Amount of securities qualified to be sold in the offering	6666666
Amount of securities sold in the offering	0
Price per security:	$ 7.5000
The portion of aggregate sales attributable to securities sold on behalf of the issuer	$ 0.00
The portion of aggregate sales attributable to securities sold on behalf of selling securityholders:	$ 0.00

Fees in connection with this offering and names of service providers.

Underwriters - Name of Service Provider	Maxim Group LLC	Underwriters - Fees	$ 0.00
Sales Commissions - Name of Service Provider	None	Sales Commissions - Fee	$ 0.00
Finders' Fees - Name of Service Provider	None	Finders' Fees - Fees	$ 0.00
Accounting or Audit - Name of Service Provider	Hein & Associates LLP	Accounting or Audit - Fees	$ 125000.00
Legal - Name of Service Provider	Hogan Lovells US LLP	Legal - Fees	$ 150000.00
Promoters - Name of Service Provider	None	Promoters - Fees	$ 0.00
Blue Sky Compliance - Name of Service Provider		Blue Sky Compliance - Fees	$ 0.00

CRD Number of any broker or dealer listed 120708 

Net proceeds to the issuer $ 0.00 

Clarification of responses (if necessary): Had the maximum offering amount been sold, the underwriters fee would have been approximately $3,500,000

1-Z: PART II Certification of Suspension of Duty to File Reports

Certification

Title of each class of securities covered by this Form	Class A Common Stock
Commission File Number(s)	024-10745
Approximate number of holders of record as of the certification date	0

1-Z: Signature

Signature

Pursuant to the requirements of Regulation A,

Cik 0001709847 

(Name of issuer as specified in charter) Royalty Flow Inc.

certifies that it meets all of the conditions for termination of Regulation A reporting specified in Rule 257(d) and that there are no classes of securities other than those that are the subject to this Form 1-Z regarding which the issuer has Regulation A reporting obligations.

(Name of issuer as specified in charter) Royalty Flow Inc.

Has caused this certification to be signed on its behalf by the undersigned duly authorized person.

By	Jeff Schneider
Date	05-04-2018
Title	Chief Financial Officer

Instructions: This Part II of Form 1-Z is required by Rule 257(d) of Regulation A. An officer of the issuer or any other duly authorized person may sign, and must do so by typed signature. The name and title of the person signing the form must be typed or printed under the signature. The signatory to the filing must also manually sign a signature page or other document authenticating, acknowledging or otherwise adopting his or her signature that appears in the filing. Such document must be executed before or at the time the filing is made and must be retained by the issuer for a period of five years. Upon request, the issuer must furnish to the Commission or its staff a copy of any or all documents retained pursuant to this instruction.