UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~September~~February 241, ~~2021~~2022

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ROGUE ONE, INC.

(Exact name of registrant as specified in its charter)

Nevada

00-24723

88-0393257

(State or other jurisdiction of

Incorporation or organization)

(Commission File No.)

(I.R.S. Employer Identification No.)

~~1024~~1203 K Street, N.W., Suite 454

Washington, DC 20005

(Address of Principal Executive Office)

(405) 923-1254

Registrant's telephone number including area code

N/A

(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:

[ ] Written communication 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)).

~~As used~~Emerging ~~herein,~~growth ~~the~~company ~~term “we,” “us” and the “Company” refers to Rogue One, Inc., (formerly known as Fresh Promise Foods, Inc.) a Nevada corporation.~~[X]

~~THIS~~If ~~FORM~~an ~~8-K~~emerging ~~CONTAINS~~growth ~~"FORWARD-LOOKING STATEMENTS". FORWARD-LOOKING STATEMENTS ARE STATEMENTS CONCERNING ESTIMATES~~company, ~~PLANS,~~indicate ~~OBJECTIVES, GOALS,~~by ~~STRATEGIES,~~check ~~EXPECTATIONS,~~mark ~~INTENTIONS,~~if ~~PROJECTIONS,~~the ~~DEVELOPMENTS,~~registrant ~~FUTURE~~has ~~EVENTS,~~elected ~~PERFORMANCE~~not ORto ~~PRODUCTS,~~use ~~UNDERLYING~~the ~~(EXPRESSED OR~~extended ~~IMPLIED)~~transition ~~ASSUMPTIONS~~period ~~AND~~for ~~OTHER STATEMENTS THAT ARE OTHER THAN HISTORICAL FACTS. IN SOME CASES FORWARD-LOOKING STATEMENTS CAN~~complying BEwith ~~IDENTIFIED~~any BYnew ~~THE~~or ~~USE~~revised OFfinancial ~~FORWARD-LOOKING~~accounting ~~WORDS~~standards ~~SUCH~~provided ASpursuant ~~“ESTIMATED,”~~to ~~"BELIEVES,"~~Section ~~"EXPECTS,"~~13(a) ~~"MAY," "WILL,"~~of ~~"SHOULD,"~~the ORExchange ~~"ANTICIPATES," OR THE NEGATIVE OF THESE WORDS OR OTHER VARIATIONS OF THESE WORDS OR COMPARABLE WORDS, OR BY DISCUSSIONS OF PLANS OR STRATEGY THAT INVOLVE RISKS AND UNCERTAINTIES~~Act. ~~MANAGEMENT WISHES TO CAUTION THE READER~~[ THAT THESE FORWARD-LOOKING STATEMENTS, INCLUDING, BUT NOT LIMITED TO, STATEMENTS REGARDING THE COMPANY AND ITS PLANS OR INTENTIONS, ESTIMATES, GOALS, COMPETITIVE TRENDS AND OTHER MATTERS THAT ARE NOT HISTORICAL FACTS ARE ONLY PREDICTIONS. NO ASSURANCES CAN BE GIVEN THAT SUCH PREDICTIONS WILL PROVE CORRECT OR THAT THE ANTICIPATED FUTURE RESULTS WILL BE ACHIEVED. ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY EITHER BECAUSE ONE OR MORE PREDICTIONS PROVE TO BE ERRONEOUS OR AS A RESULT OF OTHER RISKS FACING THE COMPANY. FORWARD-LOOKING STATEMENTS SHOULD BE READ IN LIGHT OF THE CAUTIONARY STATEMENTS SET FORTH HEREIN AND THOSE SET FORTH IN OUR MOST RECENT FORM 10-K, INCLUDING, BUT NOT LIMITED TO "THE FACTORS THAT MAY AFFECT FUTURE RESULTS" SHOWN AS ITEM 1A IN OUR FORM 10-K AND THE RISKS ASSOCIATED WITH AN EARLY-STAGE COMPANY THAT HAS LIMITED ASSETS AND OPERATIONS, THE COMPARATIVELY LIMITED FINANCIAL RESOURCES OF THE COMPANY, THE INTENSE COMPETITION THE COMPANY FACES FROM OTHER ESTABLISHED COMPETITORS, AND THE LEGAL UNCERTAINTIES THAT DIRECTLY AND INDIRECTLY IMPACT DEVELOPMENT-STAGE COMPANIES. ANY ONE OR MORE OF THESE OR OTHER RISKS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE FUTURE RESULTS INDICATED, EXPRESSED, OR IMPLIED IN SUCH FORWARD-LOOKING STATEMENTS. WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENT TO REFLECT EVENTS, CIRCUMSTANCES, OR NEW INFORMATION AFTER THE DATE OF THIS PRESS RELEASE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED OR OTHER SUBSEQUENT EVENTS.]

~~ITEM 5.03. Amendment to Articles of Incorporation.~~REFERENCES

~~A. The~~In ~~Amendment~~this Current Report, references to “Rogue One,” the ~~Certificate~~“Company,” of“we,” ~~Designation~~“our,” “us” and words of ~~Preferences~~similar ~~for~~import refer to Rogue One, Inc., the Registrant.

~~Series D Preferred~~FORWARD-LOOKING ~~Stock.~~STATEMENTS

OnThis Current ~~September~~Report 24contains certain forward-looking statements, ~~2021~~and wefor ~~submitted~~this ~~to the~~purpose, ~~Nevada~~any ~~Secretary~~statements ofcontained ~~State~~herein that ~~certain~~are ~~Amendment~~not (statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “~~Amendment~~may,”) “will,” “expect,” “believe,” “anticipate,” “estimate,” “continue” or comparable terminology are intended to ~~the~~identify ~~Certificate~~forward-looking ofstatements. ~~Designation~~These ofstatements ~~Preferences~~by ~~for~~their nature involve substantial risks and uncertainties, and ~~our~~actual ~~Series~~results Dmay ~~Preferred~~differ ~~Stock~~materially ~~(par~~depending ~~value~~on ~~$0.00001)~~a ~~(the~~variety ~~“Series~~of Dfactors, ~~Preferred~~many ~~Shares”)~~of ~~that~~which isare tonot bewithin ~~effective~~our ~~September~~control. 20These factors include, ~~2021.~~among others, but are not limited to:

~~Under~~● the ~~terms~~success of ~~the Amendment,~~ our ~~Board~~ ofexisting ~~Directors approved an increase in the number of Series D Preferred Shares to one hundred twenty-five (125). The other remaining rights~~ and ~~privileges~~new ~~of our Series D Preferred Stock remain unchanged.~~products;

~~Our~~● ~~Board~~our ofability Directors believes that the increase in the number of the Series D Preferred Shares may, if circumstances allow, provide the Company’s Board of Directors with a measure of additional financial flexibility in responding to ~~events~~successfully develop and ~~matters~~expand ~~beyond~~our ~~its control.~~operations;

~~B. The Amendment~~● tochanges ~~the~~in ~~Certificate~~economic ofconditions, ~~Designation~~including ofcontinuing ~~Preferences~~effects ~~for~~from the COVID-19 pandemic;

~~Series~~● Edamage ~~Preferred Stock.~~to our reputation or lack of acceptance of our brands;

On● ~~September~~economic ~~24,~~and ~~2021,~~other wetrends ~~submitted~~and ~~to the~~developments, ~~Nevada~~including ~~Secretary~~adverse ofweather ~~State~~conditions, ~~that~~in ~~certain~~those ~~Amendment~~local ~~(the~~or ~~“Amendment”)~~regional toareas ~~the~~in ~~Certificate~~which ~~of Designation of Preferences for~~ our ~~Series~~operations Eare ~~Preferred Stock (par value $0.00001) (the “Series D Preferred Shares”) that is to be effective September 20, 2021.~~concentrated;

~~Under~~● ~~the~~increases ~~terms~~in ofour ~~the~~labor ~~Amendment~~costs, ~~our Board~~including ofas ~~Directors~~a ~~approved~~result anof ~~increase~~changes in ~~the~~government ~~number of Series E Preferred Shares to one hundred (100). The other remaining rights and privileges of our Series E Preferred Stock remain unchanged.~~regulation;

~~Our~~● ~~Board~~labor ofshortages ~~Directors~~or ~~believes~~increased ~~that~~labor the increase in the number of the Series E Preferred Shares may, if circumstances allow, provide the Company’s Board of Directors with a measure of additional financial flexibility in responding to events and matters beyond its control.costs;

~~Matter of~~● ~~Risk~~increasing ~~Factors~~competition in the alcoholic beverage industry in general;

We● ~~are~~changes a small public company and we have limited managerial and financial resources and for this and other reasons we face significant and continuing challenges that other larger public companies do not face. Any holder of our Common Stock should review the Risk Factors presented in ~~Item~~attitudes 1Aor ~~of our~~negative ~~2020~~publicity ~~Annual~~regarding ~~Report for further guidance before making any investment decision with respect to~~ our ~~Common Stock.~~business;

~~Further,~~● ~~our Common Stock should be considered a “HIGH RISK” investment that is only suitable for those investors who can afford~~ the ~~total~~success ~~loss~~ of ~~their investment. We are also aware and investors should fully appreciate that~~ our ~~Common~~marketing Stock is traded only on OTC Markets and as a result, there is only a limited and sporadic trading market for our Common Stock and we do not anticipate that any liquid and continuous trading market for our Common Stock will ever develop at any time in the future or, if it does develop, that it will be sustained.programs;

We● ~~are~~potential afluctuations ~~small~~in public company with very limited financial and managerial resources and we face direct competition from many larger, well-established competitors who possess significantly greater financial and managerial resources. As a result, investors who acquire our ~~Common~~quarterly ~~Stock,~~operating ~~our~~results ~~Preferred Stock~~due ~~and our debt instruments face significantly greater risks and uncertainties and likely will continue~~ to ~~face~~new ~~significantly~~products ~~greater risks~~ and ~~uncertainties~~other ~~in the future.~~factors;

~~Item~~● ~~9.01~~the ~~Financial Tables~~effect ~~and~~on ~~Exhibits~~existing products of focusing on other products in the same markets;

~~(d)~~● ~~Exhibits~~the expertise of our management team;

	Exhibit 99.1	Amendment to Certificate of Designation of Preferences – Series D Preferred Stock
	Exhibit 99.2	Amendment to Certificate of Designation of Preferences – Series E Preferred Stock
	Exhibit 99.3	Equity Line of Credit Agreement
	Exhibit 99.4	First Amendment to Equity Line of Credit Agreement
	Exhibit 99.5	Subscription Agreement

●

strain on our infrastructure and resources caused by our growth; and

●

the impact of federal, state or local government regulations relating to the alcoholic beverage industry.

We believe that it is important to communicate our future expectations to investors and shareholders. However, there may be events in the future that we are not able to accurately predict or control, including uncertainties and events that may cause our actual results to differ materially from the expectations we have described in our forward-looking statements. Except as required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements should be considered in light of our reports and registration statements filed in the Edgar Archives of the United States Securities and Exchange Commission.

Item 8.01 Other Events.

On February 1, 2022, Rogue One filed Restated Articles of Incorporation (the “Restated Articles”) with the Nevada Secretary of State. The Restated Articles reflect the prior removal of the Certificates of Designation of our Series B Preferred Stock and our Series C Preferred Stock on January 21, 2022, following the unanimous written consent of our Board of Directors. As of that date, no shares either series of preferred stock were issued or outstanding.

A copy of the Restated Articles is attached hereto as Exhibit 3 and is incorporated herein by reference. The foregoing description of the Restated Articles does not purport to be complete and is qualified in its entirety by reference to the exhibit hereto.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description of Exhibit

3	Restated Articles of Incorporation

SIGNATURES

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.

	ROGUE ONE, INC.
Date: September 24, 2021	By:	/s/ Joe E. Poe, Jr.
Date: February 3, 2022	By:	/s/ Joe E. Poe, Jr.
	Name:	Joe E. Poe, Jr.
	Title:	Chief Executive Officer

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