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 Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~June 530, 2021

-----------------------

ROGUE ONE, INC.

(Exact name of registrant as specified in its charter)

Nevada	~~000~~00-24723	88-0393257
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of Incorporation or organization)	(Commission File No.)	(I.R.S. Employer Identification No.)

3416 ~~Shadybrook~~ Shadybrook Drive, Midwest City, Oklahoma 73110

~~Midwest City,~~(Address OKof ~~73110~~Principal Executive Office)

~~(Address~~Registrant's oftelephone number including ~~principal~~area ~~executive~~code: ~~offices~~(405) 733-1567

405-733-1567

Registrant’s telephone number, including area code

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:

[Check ~~] Written communications pursuant to Rule 425 under~~ the ~~Securities~~appropriate box ~~Act~~below ~~(17~~if ~~CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under~~ the ~~Exchange~~Form ~~Act (17 CFR 240.14a~~8-~~12)~~K [filing ]is ~~Pre-commencement~~intended ~~communications pursuant~~ to ~~Rule~~simultaneously ~~14d-2(b)~~satisfy ~~under~~ the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14d-2(b))~~registrant [under ]any ~~Pre-commencement~~of ~~communications pursuant to Rule 13e-4(c) under~~ the ~~Exchange Act (17 CFR 240.13e-4(c))~~following provisions:

As[ ] ~~used~~Written ~~herein,~~communication ~~the~~pursuant ~~term~~to ~~“we,” “us,”~~Rule ~~“our,”~~425 ~~and~~ under the ~~“Company”~~Securities isAct ~~a reference to Rogue One, Inc.~~ (~~formerly,~~17 ~~Fresh~~CFR ~~Promise foods, Inc~~230.425)~~, a Nevada corporation~~.

~~FORWARD~~[ ] Soliciting material pursuant to Rule 14a-~~LOOKING~~12 under ~~STATEMENTS~~the Exchange Act (17 CFR 240.14a-12).

~~THIS FORM~~[ ~~8-K~~] ~~CONTAINS "FORWARD~~Pre-~~LOOKING~~commencement ~~STATEMENTS".~~communications ~~FORWARD-LOOKING~~pursuant ~~STATEMENTS~~to ~~ARE STATEMENTS CONCERNING ESTIMATES, PLANS, OBJECTIVES,~~Rule ~~GOALS, STRATEGIES, EXPECTATIONS, INTENTIONS, PROJECTIONS, DEVELOPMENTS, FUTURE EVENTS, PERFORMANCE OR PRODUCTS, UNDERLYING~~ 14d-2(~~EXPRESSED OR IMPLIED~~b) ~~ASUMPTIONS~~under ~~AND~~the ~~OTHER~~Exchange ~~STATEMENTS~~Act ~~THAT~~(17 ~~ARE~~CFR ~~OTHER THAN HISTORICAL FACTS~~240. ~~IN SOME INSTANCES FORWARD~~14d-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING WORDS SUCH AS “ESTIMATED,” "BELIEVES," "EXPECTS," "MAY," "WILL," "SHOULD," OR "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. 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 AND IMPORTANT FACTORS DESCRIBED IN OUR 2020 ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDING DECEMBER 31, 2020, INCLUDING, BUT NOT LIMITED TO "THE FACTORS THAT MAY AFFECT FUTURE RESULTS" SHOWN AS ITEM 1A AND IN MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CONTAINED IN THAT ANNUAL REPORT. THE RISKS FACING ANY PERSON WHO ACQUIRES OUR COMMON STOCK INCLUDE, BUT ARE NOT LIMITED TO THE FOLLOWING: (1) THE RISKS ASSOCIATED WITH AN EARLY-STAGE COMPANY THAT HAS LIMITED ASSETS AND OPERATIONS; (2~~) THE COMPARATIVELY LIMITED AND MANAGERIAL FINANCIAL RESOURCES OF THE COMPANY;~~ (3b) ~~THE RISKS OF ACQUIRING COMMON STOCK OF A COMPANY THAT IS INSOLVENT SINCE OUR TOTAL LIABILITIES EXCEED OUR TOTAL ASSETS; (4~~) THE INTENSE COMPETITION THAT WE FACE FROM OTHER ESTABLISHED COMPETITORS; (5) THE COMPANY HAS NO RECENT EXPERIENCE IN GERNERATING AND SUSTAINING ANY SIGNIFICANT SALES REVENUES AND NO HISTORY OF GENERATING AND SUSTAINING POSITIVE CASH FLOW OR PROFITS; (6) THERE IS RELIABLE HISTORICAL BASIUS TO BELIEVE THAT THE COMPANY WITH ITS MANAGEMENT AND ITS STATE OF FINANCIUAL INSOLVENCY CAN OR WILL ANY OF ITS OBJECTIVES OR OTHERWISE REMAIN AS A PUBLIC CORPORATION; (7) ANY INVESTOR WHO ACQUIRES OUR COMMON STOCK OR ANY OTHER SECURITY ISSUED BY US, FACES SIGNIFICANT AND CONTINUING LEGAL UNCERTAINTIES THAT EASILY MAY RESULT IN THE TOTAL LOSS OF THEIR INVESTMENT. THUS, IN EVERY RESPECT, OUR COMMON STOCK IS SUITABLE ONLY FOR THOSE PERSONS WHO CAN AFFORD THE TOTAL LOSS OF THEIR INVESTMENT. MOREOVER, THERE IS ONLY A LIMITED AND SPORADIC TRADING MARKET FOR OUR COMMON STOCK AND THERE IS NO GUARANTEE THAT ANY LIQUID TRADING WILL EVER DEVELOP OR IF IT DOES DEVELOP, THAT IT CAN BE SUSTAINED. WE DO NOT HAVE ANY HISTORY OF EVER PAYING ANY DIVIDENDS TO HOLDERS OF OUR COMMON STOCK AND THERE ARE NO PLANS TO PAY ANY DIVIDENDS AT ANY TIME IN THE FUTURE. ANY PERSON WHO ACQUIRES OUR COMMON STOCK WILL HAVE NO REAL ABILITY TO CONTROL OR INFLUENCE THE MANAGEMENT AND ANY POLICIES OF THE COMPANY SINCE WE HAVE ISSUED SHARES OF A SERIES OF OUR PREFERRED STOCK UNDER WHICH THE HOLDER HAS SUPER VOTING RIGHTS WITH A CLEAR ABILITY TO CONTROL THE COMPANY. WE ARE ALSO INSOLVENT IN THAT OUR TOTAL LIABILITIES EXCEED OUR TOTAL ASSETS.

~~THUS, AND~~[ TO] ~~BE CLEAR: 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~~Pre-~~LOOKING~~commencement ~~STATEMENTS.~~communications WEpursuant ~~UNDERTAKE~~to ~~NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENT~~Rule ~~TO REFLECT EVENTS, CIRCUMSTANCES, OR NEW INFORMATION AFTER THE DATE OF THIS FORM 8~~13e-K4(c) ORunder TOthe ~~REFLECT~~exchange ~~THE~~Act ~~OCCURRENCE~~(17 OFCFR ~~UNANTICIPATED OR OTHER SUBSEQUENT EVENTS~~240.13e-4(c)).

As used herein, the term “we,” “us,” “our,” and the “Company” refers to Rogue One, Inc. a Nevada corporation.

MATTER OF FORWARD-LOOKING STATEMENTS

THIS FORM 8-K CONTAINS "FORWARD-LOOKING STATEMENTS" THAT CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING WORDS SUCH AS "BELIEVES," "EXPECTS," "MAY," "WILL," "SHOULD," OR "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. MANAGEMENT WISHES TO CAUTION THE READER THAT THESE FORWARD-LOOKING STATEMENTS, INCLUDING, BUT NOT LIMITED TO, STATEMENTS REGARDING THE COMPANY’S MARKETING PLANS, GOALS, COMPETITIVE AND TECHNOLOGY 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. THE RISKS INCLUDE, BUT ARE NOT LIMITED TO, THE RISKS ASSOCIATED WITH AN EARLY-STAGE COMPANY THAT HAS ONLY A LIMITED HISTORY OF OPERATIONS, THE COMPARATIVELY LIMITED FINANCIAL AND MANAGERIAL RESOURCES OF THE COMPANY, THE RECENT AND UNPREDECENTED GLOBAL COVID-19 VIRUS CONDITIONS THAT DIRECTLY AND ADVERSELY HAVE HAD A SERIOUS NEGATIVE IMPACT UPON THE COMPANY AND ITS PLANS AND WILL LIKELY CONTINUE TO HAVE THAT IMPACT FOR THE FORESEEABLE FUTURE, THE INTENSE COMPETITION THE COMPANY FACES FROM OTHER ESTABLISHED COMPETITORS, TECHNOLOGICAL CHANGES THAT MAY LIMIT THE ABILITY OF THE COMPANY TO MARKET AND SELL ITS PRODUCTS AND SERVICES OR ADVERSELY IMPACT THE PRICING OF OUR PRODUCTS AND SERVICES, AND MANAGEMENT THAT HAS ONLY LIMITED EXPERIENCE IN DEVELOPING SYSTEMS AND MANAGEMENT PRACTICES. 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. FURTHER, THERE CAN BE NO ASSURANCE THAT WE WILL ACHIEVE ANY OF THE OBJECTIVES OF ANY ONE OR MORE OF THE AGREEMENTS THAT WE ENTER INTO INCLUDING, BUT NOT LIMITED TO, THE AGREEMENT WITH THE STOCKHOLDERS OF HUMAN BRANDS INTERNATIONAL, INC. (THE “ACQUISITION”). AND WHILE WE BELIEVE THAT WE CONDUCTED A SUFFICIENT DUE DILIGENCE INVESTIGATION INTO THE AFFAIRS OF HUMAN BRANDSS INTERNATIONAL, INC. PRIOR TO THE ACQUISITION, WE MAY DISCOVER THAT WE ARE EXPOSED TO LIABILITIES AND CLAIMS THAT WERE NOT IDENTIFIED DURING OUR PRE-ACQUISITION DUE DILIGENCE INVESTIGATION WITH THE RESULT THAT WE MAY EXPERIENCE SIGNIFICANT LOSSES THEREBY. WE ARE ALSO INSOLVENT IN THAT OUR TOTAL LIABILITIES EXCEED OUR TOTAL ASSETS. WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENT TO REFLECT EVENTS, CIRCUMSTANCES, OR NEW INFORMATION AFTER THE DATE OF THIS FORM 8-K OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED OR OTHER SUBSEQUENT EVENTS.

Item 1.01 Entry into a Material Definitive Agreement.

On ~~May~~June 530, 2021, we ~~were~~entered ~~informed~~ into that ~~Union~~certain ~~Capital,~~Merger ~~LLC~~Agreement ~~(the “Note Holder”) agreed to exchange~~ and ~~surrender~~Plan ~~five (5) promissory notes that were previously issued to the Note Holder with an aggregate principal amount~~ of ~~Two~~Reorganization ~~Hundred Seventy-One Thousand Nine Hundred Sixty-Five Dollars and Forty-Five Cents~~ (~~$271,965.45) and (~~the “~~Prior~~Acquisition ~~Notes~~Agreement”) ~~but~~with ~~presently~~each ~~having an unconverted balance~~ of ~~$185,852.33 in principal and $318,350.25 in interest in exchange (~~the ~~“Exchange Transaction”) for an aggregate~~ stockholders of ~~ten~~Human ~~million nine~~Brands ~~hundred thousand (10~~International,~~900,000)~~ ~~shares of our Common Stock (par value $0~~Inc.~~001) (the “Subject Shares”) pursuant to that certain Settlement Agreement~~, ~~Waiver,~~a ~~Release~~Nevada ofcorporation ~~Claims and Exchange Agreement dated April 26, 2021~~ (the “~~Exchange Agreement~~Acquired Company”) ~~at a cost of $~~.~~046257 per share.~~

~~The~~Under ~~sole consideration that we received pursuant to~~ the ~~Exchange~~terms ~~Agreement (in exchange for our issuance~~ of ~~the Subject Shares) is generally as follows: (a)~~ the ~~Note~~Acquisition ~~Holder’s full and unqualified surrender~~Agreement, ~~release,~~we ~~transfer,~~agreed ~~and assignment of the Prior Notes~~ to ~~us;~~issue ~~(b)~~an ~~the~~aggregate ~~Note Holder’s full waiver and release~~ of ~~all~~forty-four ~~claims, both known and unknown, that the Note Holder~~ (~~including all holders of the membership interests of the Note Holder~~44) ~~has~~shares ~~or may have against us (including generally, all~~ of our ~~current~~Series ~~and~~D ~~former~~Preferred ~~officers and~~Stock ~~directors)~~(par ~~whether~~value ~~arising out of the issuance of the Prior Notes or otherwise and whether in tort or contract~~ $0.001) (the “~~Subject Claims~~Preferred Shares”); ~~(c) the Note Holder’s agreement to indemnify the Company (~~and ~~our~~an ~~current~~aggregate ~~and former officers and certain other persons) from and against any claims arising out~~ of ~~the~~One ~~prior~~Hundred ~~issuance~~Seventy-Six ofMillion ~~the~~Seven ~~Prior~~Hundred ~~Notes~~Seventy-One ~~including,~~Thousand ~~but~~Nine ~~not limited to,~~Hundred ~~the~~Sixty-Two ~~Subject Claims~~(176,771,962) ~~the~~shares ~~oral and written agreements and understandings relating to or involving the issuance~~ of ~~the~~our ~~Prior~~Common ~~Notes and~~Stock ~~all~~(par ~~related~~value ~~transactions; and (d~~$0.001) (the ~~Note~~“Common ~~Holder’s~~Shares”) ~~commitment~~ to ~~cooperate~~acquire ~~with~~all ~~us (and our commitment that we cooperate with them) in connection with any tax matters that may later arise out~~ of ~~or relating to~~ the ~~Exchange Transaction, the Agreement~~outstanding orcapital ~~both~~stock of ~~them in~~ the ~~event~~Acquired ~~that any tax matters arise~~Company.

WeThe ~~are~~Acquisition ~~hopeful~~Agreement was ~~that~~ the ~~Exchange Transaction~~product ~~may~~of ~~serve~~several asmonths aof ~~mechanism~~meetings ~~that allowed us to pay all outstanding~~ and ~~unpaid~~due ~~principal~~diligence ~~and~~conducted ~~accrued and unpaid interest on the Prior Notes while also liquidating any outstanding adverse claims that otherwise may be asserted~~ by ~~the Note Holder and its affiliated persons against us and~~ our ~~prior~~officers and ~~current officers,~~ directors, ~~and~~that ~~certain~~resulted ~~other~~in ~~persons.~~successful ~~However, we cannot~~negotiations ~~assure~~with ~~you~~the ~~that~~officers ~~we will achieve these~~ and ~~any~~directors ~~other objectives~~ of the ~~Exchange~~Acquired ~~Agreement.~~Company ~~The foregoing statements~~ and ~~other statements contained in this Form 8-K regarding our goals and objectives or which otherwise contain~~ the ~~words~~stockholders ~~“hopefully”~~of or express our intentions, goals or objectives are “forward-looking statements.” We caution any person that we face many uncertainties and any person who acquires our Common Stock or any other security that we issue should be prepared to lose all their investment. Thus, and to be clear: our common stock is a HIGH RISK investment that is suitable solely for those persons who can afford the ~~TOTAL~~Acquired ~~LOSS of their investment~~Company.

We did not employ or utilize the services of any investment banker, advisor, or other third party in connection with the Acquisition Agreement, the transactions underlying the Acquisition Agreement or both of them. As a result, we did not incur or pay any fees to any investment banker, advisor, or other third party.

All of the Preferred Shares and all of the Common Shares to be issued in accordance with the Acquisition Agreement are “unregistered securities” in that they will be issued pursuant to claims of exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the Securities and Exchange Commission thereunder as well as certain claims to the qualification requirements under state securities laws in the states wherein the holders of all of the outstanding capital stock of the Acquired Company. Moreover, all of the Preferred Shares and all of the Common Shares that we anticipate issuing pursuant to the Acquisition Agreement will be issued with a restricted securities legend and only upon our receipt of certain additional written assurances from each of the stockholders of the Acquired Company.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On June 30, 2021 we entered into that certain Merger Agreement and Plan of Reorganization (the “Acquisition Agreement”) with each of the stockholders of Human Brands International, Inc., a Nevada corporation (the “Acquired Company”) with the result that we acquired all of the outstanding capital stock of the Acquired Company and the Acquired Company became a wholly-owned subsidiary.

Item 3.02 Unregistered Sales of Equity Securities.

OnIn ~~May~~accordance 5,with the ~~2021~~Acquisition Agreement, we ~~were~~agreed ~~informed that~~to ~~Union~~issue ~~Capital,~~an ~~LLC~~aggregate ~~(the~~of ~~“Note~~forty-four ~~Holder”~~(44) ~~agreed~~shares toof ~~exchange~~our ~~and~~Series ~~surrender~~D ~~five~~Preferred Stock (5)par ~~promissory~~value ~~notes that were previously~~$0.001) ~~issued to~~ (the ~~Note~~“Preferred ~~Holder~~Shares”) ~~with~~and an aggregate ~~principal~~of ~~amount~~One ofHundred ~~Two~~Seventy-Six Million Seven Hundred Seventy-One Thousand Nine Hundred Sixty-~~Five~~Two ~~Dollars and Forty-Five Cents~~ (~~$271~~176,~~965.45~~771,962) ~~and~~shares ~~(the~~of ~~“Prior~~our ~~Notes”)~~Common ~~but~~Stock ~~presently~~(par ~~having~~value ~~an unconverted balance of~~ $~~185,852~~0.~~33 in principal and $318,350.25 in interest in exchange~~ 001)(the “~~Exchange~~Common ~~Transaction~~Shares”) ~~for~~to anacquire ~~aggregate~~all of ~~ten~~the ~~million~~outstanding ~~nine~~Thirty-Nine ~~hundred~~Million ~~thousand~~Six Hundred Seventy-Seven Thousand One Hundred Ninety-Six (1039,~~900~~677,~~000~~196) shares of ~~our~~the Common Stock (~~par value $0.001) (~~the “~~Subject~~ Subsidiary Shares”) ~~pursuant~~of ~~to that~~Human ~~certain~~Brands ~~Settlement Agreement~~International, ~~Waiver~~Inc., ~~Release~~a ofNevada ~~Claims~~corporation ~~and Exchange Agreement dated April 26, 2021~~ (the “~~Exchange Agreement”)(the~~Acquired ~~“Subject Shares~~Company”).

~~The~~We ~~Exchange~~did ~~Transaction~~not ~~was undertaken~~employ ~~directly~~or ~~with~~utilize the ~~Note~~services ~~Holder and without the assistance~~ of any ~~underwriter~~investment banker, advisor, or ~~similar~~other ~~person~~third party in ~~accordance~~connection with the ~~Exchange~~ Acquisition Agreement, ~~that~~the wetransactions underlying ~~entered~~the ~~into~~Acquisition ~~with~~Agreement ~~the~~or ~~Note~~both ~~Holder~~of them. ~~Moreover~~As a result, we did not ~~engage~~incur ~~any underwriter~~ or ~~similar~~pay ~~person~~any infees ~~connection with~~to ~~the~~any ~~Exchange~~investment ~~Agreement~~banker, advisor, or ~~the~~other ~~transactions~~third ~~underlying the Exchange Agreement, or both~~party.

~~The~~Thus ~~sole consideration that we received for our issuance of the Subject Shares is generally as follows: (a) the Note Holder’s full~~ and ~~unqualified~~under ~~surrender, release, transfer, and assignment of~~ the ~~Prior Notes to us; (b) the Note Holder’s full waiver and release of all claims,~~ ~~both~~terms ~~known and unknown, that the Note Holder (including all holders~~ of the ~~membership~~Acquisition ~~interests of the Note Holder) has or may have against us (including generally~~Agreement, ~~all~~we ofacquired ~~our current and former officers and directors) whether arising out of~~ the ~~issuance of~~Subsidiary ~~the~~Shares ~~Prior Notes or otherwise and whether~~ in ~~tort~~exchange orfor ~~contract (the “Subject Claims”); (c) the Note Holder’s agreement to indemnify the Company (and~~ our ~~current and former officers and certain other persons) from and against any claims arising out of the prior~~ issuance of ~~the~~our ~~Prior~~Preferred ~~Notes~~Shares ~~including, but not limited to, the Subject Claims, the oral~~ and ~~written agreements and understandings relating to or involving the issuance of the Prior Notes and all related transactions; and (d) the Note Holder’s commitment to cooperate with us (and~~ our ~~commitment that we cooperate with them) in connection with any tax matters that may later~~Common ~~arise out of or relating to the Exchange Transaction, the Agreement or both of them~~Shares.

~~The~~All ~~Exchange~~of ~~Agreement~~the Preferred Shares and all of the ~~transactions~~ ~~underlying~~Common Shares to be issued in accordance with the ~~Exchange~~Acquisition Agreement ~~were~~are ~~undertaken~~“unregistered ~~upon~~securities” in athat ~~claim~~they towill ~~the~~be ~~exemption~~issued pursuant to ~~the~~claims ~~registration~~of ~~requirements set~~exemption ~~forth~~provided inby Section 54(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) asand ~~provided~~Rule ~~by Section 3~~506(ab)~~(9)~~ ~~of the~~promulgated ~~1933~~by ~~Act~~the Securities and asExchange ~~also~~Commission ~~provided~~thereunder byas ~~Section~~well ~~4(a)(2)~~as ofcertain claims to the ~~1933~~qualification ~~Act.~~requirements Nounder ~~registration~~state ~~statement~~securities ~~has~~laws orin ~~will~~the bestates ~~prepared~~wherein orthe ~~filed in~~holders ~~connection~~of ~~with~~all of the ~~Exchange~~outstanding ~~Agreement,~~capital stock of the ~~transactions~~Acquired ~~underlying~~Company. Moreover, all of the ~~Exchange~~Preferred ~~Agreement~~Shares orand ~~both~~all of ~~them.~~the ~~Our~~Common ~~records~~Shares ~~show~~ that ~~the~~we ~~exempt~~anticipate ~~offering~~issuing ~~and~~pursuant ~~sale~~to of the Acquisition ~~Subject~~Agreement ~~Shares~~will ~~closed~~be asissued ofwith ~~May~~a 5,restricted ~~2011~~securities ~~which~~legend isand ~~the~~only ~~date~~upon atour ~~which~~receipt weof ~~were~~certain ~~informed~~additional ~~that~~written assurances ~~the~~from ~~Note~~each ~~Holder~~of ~~had~~the ~~agreed~~stockholders toof the ~~Exchange~~Acquired ~~Transaction~~Company.

We did not receive, and wedo ~~have no~~not ~~expectation~~expect ~~or right~~ to receive, any proceeds ~~from~~as ora ~~arising~~result ~~out~~ of the ~~Exchange~~transactions ~~Transaction~~underlying ~~and~~ the ~~transaction~~Acquisition ~~set forth in the Exchange~~ Agreement ~~that closed effective with our receipt of the fully executed copy of the Exchange Agreement on May 5, 2021~~.

~~All~~Item ~~the~~7.01 ~~Subject Shares were to~~Regulation beFD ~~issued in “book entry form” with a restricted securities legend in that the Subject Shares represent unregistered securities~~Disclosure.

~~Following~~On ~~our~~June ~~receipt~~30, ~~of the fully~~2021 ~~executed~~we ~~copy~~entered ofinto ~~the~~that ~~Exchange~~certain Merger Agreement weand ~~instructed~~Plan ~~our~~of ~~stock~~Reorganization ~~transfer agent to issue~~ (the ~~Subject Shares in~~ “~~book~~Acquisition ~~entry form.~~Agreement”) Wewith ~~then~~each ~~received~~of ~~confirmation from~~ the ~~agent that the Subject Shares were duly issued in “book entry form”~~stockholders asof ~~unregistered~~Human ~~securities.~~Brands ~~Thus~~International, ~~and in accordance with the Exchange Agreement and based on the information provided to us~~Inc., ~~the offering~~a ~~and~~Nevada ~~sale~~corporation of (the ~~Subject~~“Acquired ~~Shares to the Note Holder has closed~~Company”).

WeUnder ~~did~~the ~~not~~terms ~~pay,~~of the ~~and~~Acquisition Agreement, we ~~will~~agreed ~~not be~~to ~~paying,~~issue ~~directly~~an oraggregate ~~indirectly,~~of ~~any~~forty-four ~~monies~~(44) toshares ~~any~~ of our ~~officers,~~Series ~~directors,~~D ~~general~~Preferred ~~partners~~Stock or(par tovalue ~~persons~~$0.001) (the ~~owning~~“Preferred ~~ten (10~~Shares”) ~~percent~~ orand ~~more~~an aggregate of ~~any~~One ~~class~~Hundred ofSeventy-Six ~~our~~Million ~~equity~~Seven ~~securities~~Hundred ~~and~~Seventy-One toThousand ~~any~~Nine Hundred Sixty-Two (176,771,962) shares of our ~~affiliates~~Common inStock ~~connection~~(par ~~with~~value $0.001)(the ~~Exchange~~“Common ~~Transaction,~~ Shares”) to acquire all of the ~~Agreement~~outstanding capital orstock ~~both~~of the Acquired Company.

WeThe ~~are~~Acquisition ~~hopeful~~Agreement was ~~that~~ the ~~Exchange Transaction~~product ~~may~~of ~~serve~~several asmonths aof ~~mechanism~~meetings ~~that~~and ~~allowed~~due usdiligence toconducted ~~pay~~by ~~all~~our ~~outstanding~~officers and ~~unpaid~~directors ~~principal~~that ~~and~~resulted ~~accrued~~in ~~and~~successful ~~unpaid interest~~negotiations onwith the ~~Prior~~officers ~~Notes while also liquidating any outstanding adverse claims that otherwise may be asserted by the Note Holder~~ and ~~its~~ ~~affiliated persons against us and our prior and current officers,~~ directors, ~~and~~of ~~certain~~the ~~other~~Acquired ~~persons.~~Company ~~However, we cannot assure you that we will achieve these~~ and ~~any~~the ~~other~~stockholders ~~objectives~~ of the ~~Exchange~~Acquired ~~Agreement~~Company.

We ~~are~~did anot ~~small company with limited~~employ ~~financial~~or ~~and~~utilize ~~managerial~~the ~~resources.~~services ~~Make~~of ~~no mistake: we are insolvent and we cannot assure~~ any ~~person~~investment ~~who~~banker, ~~acquires~~advisor, ~~our Common Stock~~ or ~~any~~ other ~~security~~third ~~that~~party wein ~~have~~connection orwith ~~will~~the ~~issue~~Acquisition ~~that~~Agreement, ~~circumstances~~the ~~may~~transactions underlying ~~allow~~the usAcquisition toAgreement ~~avoid bankruptcy~~ or ~~otherwise sustain~~both ~~our~~of ~~very corporate existence~~them. InAs ~~that~~a ~~event and in other events~~result, ~~any~~we ~~person~~did ~~who~~not ~~acquires~~incur ~~our common stock~~ or pay any ~~other securities~~fees ~~that~~to weany ~~issue, faces the clear and unambiguous risk that they will lose their entire~~ investment. ~~Thus~~banker, ~~our common stock~~advisor, isor aother ~~HIGH~~third ~~RISK investment that is suitable solely for those persons who can afford the TOTAL LOSS of their investment~~party.

~~Item~~All ~~8.01~~of ~~Other~~the ~~Events~~Preferred Shares and all of the Common Shares to be issued in accordance with the Acquisition Agreement are “unregistered securities” in that they will be issued pursuant to claims of exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the Securities and Exchange Commission thereunder as well as certain claims to the qualification requirements under state securities laws in the states wherein the holders of all of the outstanding capital stock of the Acquired Company. Moreover, all of the Preferred Shares and all of the Common Shares that we anticipate issuing pursuant to the Acquisition Agreement will be issued with a restricted securities legend and only upon our receipt of certain additional written assurances from each of the stockholders of the Acquired Company.

~~On May 5, 2021, we were informed~~Risk ~~that~~Factors ~~Union~~Related ~~Capital, LLC (the “Note Holder”) agreed~~ to ~~exchange and surrender five (5) promissory notes that were previously issued to~~ the Note Holder with an aggregate principal amount of Two Hundred Seventy-One Thousand Nine Hundred Sixty-Five Dollars and Forty-Five Cents ($271,965.45) and (the “Prior Notes”) but presently having an unconverted balance of $185,852.33 in principal and $318,350.25 in interest in exchange (the “Exchange Transaction”) for an aggregate of ten million nine hundred thousand (10,900,000) shares of our Common Stock (par value $0.001) (the “Subject Shares”) pursuant to that certain Settlement Agreement, ~~Waiver, Release of Claims~~ and ~~Exchange~~Our ~~Agreement~~Financial ~~dated April 26, 2021 (the “Exchange Agreement”).~~Condition

~~The~~Any person ~~Exchange~~who ~~Transaction~~seeks ~~was~~to ~~undertaken directly~~acquire ~~with~~our ~~the~~Common ~~Note~~Stock, ~~Holder~~our ~~and~~Preferred ~~without~~Stock, ~~the~~or ~~assistance~~any ofother instrument that we may issue should be aware that any such ~~underwriter~~investment orshould ~~similar~~be ~~person~~considered inonly ~~accordance~~by ~~with~~those persons who can afford the ~~Exchange Agreement~~total ~~that~~loss weof ~~entered~~their ~~into~~investment ~~with~~and in addition to the ~~Note~~above, these ~~Holder.~~risks ~~Moreover~~include, webut ~~did~~are not ~~engage~~limited ~~any~~to, ~~underwriter or~~the ~~similar~~risks ~~person~~set forth in ~~connection~~our ~~with~~most ~~the~~recent ~~Exchange~~2020 ~~Agreement~~Annual orReport ~~the~~on ~~transactions~~Form ~~underlying~~10-K ~~the~~under ~~Exchange~~Item ~~Agreement,~~1A ortogether with ~~both.~~the following:

~~The~~We ~~sole~~are ~~consideration that we~~insolvent ~~received~~in for our issuance of the Subject Shares is generally as follows: (a) the Note Holder’s full and unqualified surrender, release, transfer, and assignment of the Prior Notes to us; (b) the Note Holder’s full waiver and release of all claims, both known and unknown, that ~~the Note Holder (including all holders of the membership interests of the Note Holder) has or may have against us (including generally, all of~~ our ~~current~~Total ~~and~~Liabilities ~~former~~are ~~officers~~greater ~~and~~than directors) whether arising out of the issuance of the Prior Notes or otherwise and whether in tort or contract (the “Subject Claims”); (c) the Note Holder’s agreement to indemnify the Company (and our ~~current~~Total ~~and~~Assets ~~former officers~~ and ~~certain~~we ~~other~~cannot ~~persons)~~assure ~~from~~you and against any claims arising out of the prior issuance of the Prior Notes including, but not limited to, the Subject Claims, the oral and written agreements and understandings relating to or involving the issuance of the Prior Notes and all related transactions; and (d) the Note Holder’s commitment to cooperate with us (and our commitment that we ~~cooperate~~will ~~with~~become ~~them)~~solvent inat ~~connection with~~ any ~~tax matters that may later~~time ~~arise~~in ~~out of or relating to~~ the ~~Exchange Transaction, the Agreement or both of them~~future.

~~The~~We ~~Exchange~~have ~~Agreement~~limited financial and ~~the transactions~~managerial ~~underlying~~resources ~~the Exchange Agreement were undertaken upon a claim~~ to ~~the~~implement ~~exemption~~our tobusiness ~~the~~plan ~~registration~~and ~~requirements set~~otherwise ~~forth~~conduct inour ~~Section~~corporate 5affairs ~~of the Securities Act of 1933, as amended (the “1933 Act”) as provided by Section 3(a)(9) of the 1933 Act~~ and asthere ~~also~~can ~~provided by Section 4(a)(2) of the 1933 Act. No registration statement has or will~~ be ~~prepared~~no ~~or filed~~guarantee inthat ~~connection~~we ~~with~~will ~~the~~have ~~Exchange~~sufficient ~~Agreement,~~financial ~~the transactions underlying the Exchange Agreement or both of them. Our records show that the exempt offering~~ and ~~sale~~managerial ofresources ~~the~~to ~~Subject~~do ~~Shares~~so ~~closed~~in ~~as of May 5, 2011 which is~~ the ~~date at which we were informed that the Note Holder had agreed to the Exchange Transaction~~future.

We ~~did~~need ~~not~~to ~~receive,~~raise a ~~and~~significant weamount ~~have no~~of ~~expectation~~additional orcapital ~~right~~ to ~~receive,~~support ~~any~~our ~~proceeds~~current ~~from~~financial orneeds ~~arising~~and ~~out~~the ofcapital ~~the~~that ~~Exchange~~we ~~Transaction~~are ~~and~~likely ~~the~~to ~~transaction~~need ~~set~~if ~~forth~~we are into ~~the~~sustain ~~Exchange~~our ~~Agreement~~corporate ~~that~~existence ~~closed~~and ~~effective~~otherwise ~~with~~conduct our ~~receipt~~intended ofbusiness ~~the~~as ~~fully~~contemplated ~~executed~~by ~~copy of~~ the ~~Exchange~~Acquisition Agreement onand ~~May 5, 2021~~otherwise.

~~All~~At present we have not received any commitment from any capable and qualified third party to provide a sufficient amount of ~~the~~additional ~~Subject~~funds ~~Shares~~that ~~were~~will allow us to meet our current and projected needs and there can be ~~issued~~no inassurance ~~“book~~that ~~entry~~we ~~form”~~will ~~with~~receive a ~~restricted~~sufficient ~~securities~~amount ~~legend~~of funds at any time in the near future or, if we do receive such funds, that the ~~Subject~~funds ~~Shares~~will ~~represent~~be ~~unregistered~~provided on reasonable terms and in sufficient amounts and ~~securities~~on a timely basis given our current financial condition. If we are not successful in obtaining such funds, in sufficient amounts, on reasonable terms, and on a timely basis, any person who acquires our Common Stock, our Preferred Stock, or any other instrument that we may issue or any combination of them, will likely lose their entire investment.

~~Following~~Holders of our ~~receipt~~Common Stock offace ~~the~~an ~~fully executed~~almost ~~copy~~certain prospect of ~~the~~immediate ~~Exchange~~and ~~Agreement~~substantial wedilution ~~instructed~~since ~~our~~even ~~stock~~if ~~transfer~~a ~~agent~~qualified and capable prospective investor were willing to ~~issue~~assume the ~~Subject~~extraordinary ~~Shares~~risks involved in ~~“book~~making ~~entry form.”~~an Weinvestment ~~then~~into ~~received~~our ~~confirmation~~Company, ~~from~~existing ~~the~~investors ~~agent~~would ~~that~~very likely ~~the~~suffer ~~Subject~~dilution ~~Shares~~in ~~were~~ownership, ~~duly~~in ~~issued~~destruction inof ~~“book~~the ~~entry~~current ~~form” as~~book ~~unregistered~~value ~~securities.~~per ~~Thus~~share, and inthe ~~accordance~~destruction ~~with~~of the ~~Exchange~~extent ~~Agreement~~of ~~and~~their ~~based~~voting rights onthat ~~the~~likely ~~information~~would ~~provided~~be topermanent usand without recourse. Thus, ~~the offering~~any ~~and~~person ~~sale~~who ofacquires ~~the~~our ~~Subject~~Common ~~Shares~~Stock should be prepared to ~~the~~lose all ~~Note~~or ~~Holder~~substantially ~~has~~all ~~closed~~of their investment.

WeThere ~~did~~is ~~not~~no ~~pay,~~continuous and liquid trading market for our Common Stock and wethere is no likelihood that any such trading market will ~~not~~ever develop or, if it bedoes ~~paying~~develop, ~~directly~~that orit ~~indirectly~~can be sustained. As a result, any ~~monies~~person towho acquires our Common Stock is not acquiring that has or will have at any oftime ~~our~~in ~~officers,~~the ~~directors~~future, ~~general~~any ~~partners~~liquidity orthat would allow them to ~~persons~~sell ~~owning~~our ~~ten~~Common ~~(10) percent~~Stock without significant delays and/or ~~more~~difficulties. Further, ofthere ~~any~~is ~~class~~no oftrading market for our ~~equity~~Preferred ~~securities~~Stock and tothere ~~any~~is ofno ~~our~~prospect ~~affiliates~~that inour ~~connection with~~Preferred ~~the~~Stock ~~Exchange~~will ~~Transaction,~~ever ~~the~~be ~~Agreement~~traded orin any ~~both~~market.

We ~~are~~have ~~hopeful~~not ~~that the Exchange~~achieved ~~Transaction~~profitability, ~~may~~positive ~~serve~~cash asflow aor ~~mechanism~~both ~~that~~of ~~allowed~~them ~~us to pay all outstanding~~ and ~~unpaid~~there ~~principal~~can ~~and accrued and unpaid interest on the Prior Notes while also liquidating any outstanding adverse claims that otherwise may~~ be ~~asserted~~no byassurance ~~the Note Holder and its affiliated persons against us and our prior and current officers, directors, and certain other persons. However, we cannot assure you~~ that we will ever achieve ~~these~~profitability, ~~and~~positive ~~any other objectives of the Exchange Agreement. The above statements are considered~~cash ~~“Forward-Looking~~flow, ~~Statements”~~or weboth ~~caution the reader to fully review and evaluate all~~ of ~~the~~them ~~risk factors set forth~~ in ~~Item 1A in our 2020 Annual Report on Form 10-K for~~ the ~~fiscal~~future ~~year~~or ~~ending~~if ~~December~~we 31do, ~~2020~~that ~~and,~~either ~~similarly~~or ~~all~~both of ~~the~~them ~~risk factors~~can ~~set~~be ~~forth in Item 1A in our 2019 Annual Report on Form 10-K for the fiscal year ending December 31, 2019~~sustained.

We ~~are~~have ~~a small company with limited financial and managerial resources. Make~~ no ~~mistake: we are insolvent and we cannot assure any person that circumstances~~history ~~may~~of ~~allow~~paying usdividends toon ~~avoid bankruptcy or otherwise sustain~~ our ~~very~~Common ~~corporate~~Stock ~~existence. In that event~~ and ingiven ~~other events, any person who acquires~~ our ~~common~~lack ~~stock~~of orprofitability ~~any~~and ~~other~~lack ~~securities~~of ~~that~~positive wecash ~~issue~~flow, ~~faces~~it ~~the~~is ~~clear~~highly ~~and unambiguous risk~~ unlikely that ~~they~~we will ~~lose their~~ever ~~entire~~be ~~investment.~~paying ~~Our~~any ~~common~~dividends ~~stock~~at isany atime ~~HIGH~~in ~~RISK investment that is suitable solely for those persons who can afford~~ the ~~TOTAL~~ ~~LOSS~~near ~~of their investment~~future.

~~Item~~We ~~9.01~~have not received ~~Financial~~any ~~Statements~~independent third party evaluation of our business plan and ~~Exhibits~~the strategies that our Board of Directors has adopted and we have no present plans to secure any such evaluation. We may discover that notwithstanding our efforts that we expended to secure the Acquisition Agreement and otherwise conduct our business, all or a significant part of our plans and strategies may not be financially feasible for any one or more reasons. As a result, our stockholders would likely suffer the total loss of their investment.

We face intense competition from many other larger and well-established competitors who possess significantly greater financial resources than we have currently and at any time in the foreseeable future.

For these reasons and in view of the high risks and continuing unmitigated uncertainties involved, we cannot assure you that we will ever expect to gain any financial or other benefits as a result of the Acquisition Agreement. As a result, we may incur further protracted losses and negative cash flow thereby with the likelihood that our creditors could exercise their rights by way of a petition that would subject us to proceedings in U.S. Bankruptcy Court and, in that scenario, any holder of our Common Stock and any holder of our Preferred Stock would very likely suffer the total loss of their investment.

All of our securities should be considered HIGH RISK investments. For these reasons, any person who seeks to acquire our securities should be prepared to lose all of their investment.

Item 9.01 Financial Tables and Exhibits

(d)

Exhibits

Exhibit 99.1 ~~Copy~~Merger ofAgreement ~~Exchange~~and ~~Agreement~~Plan of Reorganization

SIGNATURES

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

	ROGUE ONE, INC. (fka Fresh Promise Foods, Inc.)
	ROGUE ONE, INC.
Date: May 7, 2021	By:	/s/ Joe E. Poe Jr.
Date: July 2, 2021	By:	/s/ Joe E. Poe, Jr.
	Name:	Joe E. Poe, Jr.
	Title:	~~CEO~~Chief Executive Officer
		(Principal Executive Officer)

Filing Compare · Rogue One, Inc.