UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~the~~theSecurities ~~Securities~~ Exchange Act of 1934

~~Date~~March ~~of Report (Date of earliest event reported): November 8~~30, ~~2019~~2020

~~ROKK3R~~Date ~~INC.~~of Report (date of earliest event reported)

~~(Exact name of registrant as specified in its charter)~~_________________

Nevada	000-28453	75-2610236
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

ROKK3R INC.

(Exact name of Registrant as specified in its charter)

_________________

Nevada

000-28453

75-2610236

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

2121 NW 2nd Avenue #203, Miami, FL 33127

(Address of principal executive offices~~, including zip code~~)

(305) 259-6637

(Registrant’s telephone number, including area code)

~~N/A~~Not Applicable

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

_________________

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

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered None. N/A N/A

☐	Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐	If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

~~Item~~Emerging ~~4.02~~growth ~~Non-Reliance~~company ~~on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.~~☐

OnIf ~~November~~an 8,emerging ~~2019,~~growth ~~the Board of Directors of Rokk3r Inc. (the “Company”) concluded~~company, ~~after~~indicate ~~review~~by ~~and~~check ~~discussion~~mark ~~with~~if ~~management, that~~ the ~~Company’s~~registrant ~~unaudited~~has ~~condensed~~elected ~~consolidated~~not ~~financial statements~~to ~~for~~use the ~~periods~~extended ~~ended~~transition ~~March~~period ~~31, 2019 and June 30, 2019 (together, the “Interim Financial Statements”)should no longer be relied upon. The Company will file Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q~~ for ~~the~~complying ~~period ended March 31, 2019 (the “March 2019 Form 10-Q/A”), originally filed~~ with ~~the~~any ~~Securities~~new ~~and~~or ~~Exchange~~revised ~~Commission~~financial ~~(the~~accounting ~~“SEC”)~~standards onprovided ~~May~~pursuant ~~20, 2019 (the “Original March 2019 Form 10-Q”) and Amendment No. 1~~ to ~~the~~Section ~~Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2019~~ 13(~~the “June 2019 Form 10-Q/A” and together with the March 2019 Form 10-Q/A, the “Form 10-Q/As”~~a), ~~originally~~of ~~filed with~~ the ~~SEC~~Exchange ~~on August 26, 2019 (the “Original June 2019 Form 10-Q” and together with the Original March 2019 Form 10-Q, the “Original Form 10-Qs”)~~Act. The March 2019 Form 10-Q/A will restate the Company’s unaudited condensed consolidated financial statements for the period ended March 31, 2019 and amend the related notes and disclosures. The June 2019 Form 10-Q/A will restate the Company’s unaudited condensed consolidated financial statements for the period ended June 30, 2019 and amend the related notes and disclosures.☐

InItem connection with the preparation of the Company’s unaudited condensed consolidated financial statements for the period ended September 30, 2019, management determined that the Company had incorrectly accounted for its variable interest entities as equity method investments in its Interim Financial Statements and did not consolidate for both the periods mentioned above8.01 ~~Based~~Other on management’s analysis,in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (ASC) 810-10-25-22 – Consolidation – Variable Interest Entities, the Company determined that the initial equity investments in these entities may be or wereinsufficient to meet or sustain its operations without additional subordinated financial support from other partiesEvents. Additionally, the Company determined that it is the primary beneficiary of these variable interest entities (“VIEs”) because the Company is the sole service provider (some through service agreements), which gives the Company the right to receive (and the Company has received) the proceeds from the VIEs’ operations. Accordingly, the Company will consolidate the financial position and results of operations of its VIEs in the Company’s consolidated financial statements.

~~The~~Rokk3r, ~~net~~Inc. ~~impacts~~(the to“Company”) will be relying on the ~~Company~~Securities and Exchange Commission’s ~~March 31,~~Order ~~2019~~under ~~unaudited~~Section ~~condensed~~36 ~~consolidated~~of ~~financial~~the ~~results~~Securities Exchange Act of 1934, as ~~compared~~amended to (the ~~unaudited~~“Exchange ~~condensed consolidated~~Act”), ~~results~~Granting ~~reported~~Exemptions inFrom Specified Provisions of the ~~Original~~Exchange Act and Certain Rules Thereunder dated March ~~2019~~4, 2020 (Release No. 34-88318) (the “Order”) to delay the filing of its Annual Report on Form 10-QK for the year ended December 31, ~~from~~2019 (the ~~correction~~“Form of10-K”) ~~these~~due ~~errors~~to ~~are:~~circumstances related to the coronavirus pandemic (“COVID-19”).

•COVID-19 ~~Total~~has ~~assets~~caused ~~will~~severe bedisruptions ~~approximately~~in ~~$253,912~~transportation ~~lower;~~and •limited ~~Total~~access ~~revenues~~to ~~will~~the beCompany’s ~~approximately~~facilities ~~$253,912~~resulting ~~lower;~~in •limited ~~Net~~support ~~loss~~from ~~will~~its bestaff ~~approximately~~and ~~$356,073~~professional ~~higher~~advisors. In addition, ~~out~~beginning ofMarch ~~which~~12, ~~$125~~2020,~~000~~ ~~will~~the beCompany ~~attributed~~requested tothat ~~non-controlling~~all ~~interest~~employees ~~and~~begin ~~$125,000~~working ~~will~~remotely beuntil ~~attributed~~further tonotice. ~~Rokk3r,~~Company ~~Inc’s~~employees ~~common~~affected ~~stockholders;~~by •these ~~Total~~developments ~~stockholders’~~include ~~equity~~the ~~will~~key bepersonnel ~~approximately~~responsible ~~$253,761~~for ~~lower;~~finalizing •the ~~Stockholders’~~preparation ~~equity~~of ~~attributed to~~ the Company’s ~~will~~financial bestatements ~~approximately $132,374 lower;~~ and •interfacing ~~Stockholders’~~with ~~equity~~its ~~attributed~~external ~~to non-controlling interest will be approximately $121,387 lower~~auditors.

As ~~The~~a ~~net~~result, ~~impacts~~the Company is unable to ~~the~~file ~~Company’s~~a ~~June~~timely 30and accurate Form 10-K for its year ended December 31, 2019 ~~unaudited~~by ~~condensed~~the ~~consolidated~~prescribed ~~financial~~date ~~results,~~without asundue ~~compared~~hardship and expense to the ~~unaudited~~Company. ~~condensed~~In ~~consolidated~~reliance ~~results~~upon ~~reported~~the Order, subject to completion of the Company’s contemplated “going private” transaction as described in the ~~Original~~Company’s ~~June~~Preliminary ~~2019~~ Information Statement on Schedule 14C, filed March 17, 2020, the Company expects to file its Form 10-QK no later than May 14, 2020 (which is 45 days from the ~~correction~~2019 of10-K’s ~~these~~original ~~errors~~filing ~~are:~~deadline of March 30, 2020).

• Total assets will be approximately $266,940 higher; • Total revenues will be approximately $733,531 lower; • Net loss will be approximately $733,305 higher, out of which $368,870 will be attributed to non-controlling interest and $364,435 will be attributed to Rokk3r, Inc’s common stockholders;; • Total stockholders’ equity will be approximately $266,877 higher; • Stockholders’ equity attributed to the Company will be approximately $121,451 higher; and • Stockholders’ equity attributed to non-controlling interest will be approximately $145,426 higher.2

~~A summary of the restatements and their effects to the Company’s Interim Financial Statements will be included in each respective Form 10-Q/A.~~ SIGNATURES

2Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SIGNATURES

	ROKK3R INC.

Date: March 30, 2020	By:	/s/ Nabyl Charania
	Name:	Nabyl Charania
	Title:	Chief Executive Officer

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~3

	ROKK3R INC.
Date: November 18, 2019	By:	/s/ Nabyl Charania
		Nabyl Charania
		Chief Executive Officer

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