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): ~~June~~September 3024, 2021

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

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.)

~~3416~~1024 ~~Shadybrook~~K ~~Drive~~Street, ~~Midwest City~~N.W., ~~Oklahoma~~Suite ~~73110~~454

Washington, DC 20005

(Address of Principal Executive Office)

~~Registrant's telephone number including area code:~~ (405) ~~733~~ 923-~~1567~~1254

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:

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

~~MATTER~~THIS FORM 8-K CONTAINS "FORWARD-LOOKING STATEMENTS". FORWARD-LOOKING STATEMENTS ARE STATEMENTS CONCERNING ESTIMATES, PLANS, OBJECTIVES, GOALS, STRATEGIES, EXPECTATIONS, INTENTIONS, PROJECTIONS, DEVELOPMENTS, FUTURE EVENTS, PERFORMANCE OR PRODUCTS, UNDERLYING (EXPRESSED OR IMPLIED) ASSUMPTIONS AND OTHER STATEMENTS THAT ARE OTHER THAN HISTORICAL FACTS. IN SOME CASES FORWARD-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 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.

~~THIS FORM 8-K CONTAINS~~ITEM "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 5. 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 PREDICTIONS03. NOAmendment ~~ASSURANCES~~to ~~CAN BE~~Articles ~~GIVEN~~of ~~THAT SUCH PREDICTIONS WILL PROVE CORRECT OR THAT THE ANTICIPATED FUTURE RESULTS WILL BE ACHIEVED~~Incorporation. 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~~A.~~01 Entry~~ The ~~into~~Amendment ato ~~Material~~the ~~Definitive~~Certificate ~~Agreement.~~of Designation of Preferences for the

OnSeries ~~June~~D ~~30, 2021~~Preferred ~~we entered into that certain Merger Agreement and Plan of Reorganization (the “Acquisition Agreement”) with each of the stockholders of Human Brands International, Inc~~Stock.~~, a Nevada corporation (the “Acquired Company”).~~

~~Under~~On ~~the~~September ~~terms of the Acquisition Agreement~~24, 2021 we ~~agreed~~submitted to the ~~issue~~Nevada anSecretary ~~aggregate~~ of ~~forty-four~~State ~~(44)~~that ~~shares~~certain ofAmendment ~~our Series D Preferred Stock~~ (~~par value $0.001) (~~the “~~Preferred Shares~~Amendment”) ~~and~~to anthe ~~aggregate~~Certificate of ~~One~~Designation ~~Hundred~~of ~~Seventy-Six~~Preferences ~~Million Seven Hundred Seventy-One Thousand Nine Hundred~~for ~~Sixty-Two~~our ~~(176,771,962)~~Series ~~shares~~D ofPreferred ~~our Common~~ Stock (par value $0.~~001~~00001) (the “~~Common~~Series D Preferred Shares”) tothat ~~acquire~~is ~~all~~to ofbe ~~the~~effective ~~outstanding capital~~September ~~stock of the Acquired Company~~20, 2021.

~~The~~Under ~~Acquisition~~the ~~Agreement was~~terms of the ~~product~~Amendment, our Board of ~~several~~Directors ~~months~~approved ofan ~~meetings~~increase ~~and~~in ~~due~~the ~~diligence~~number ~~conducted~~of bySeries ~~our~~D ~~officers~~Preferred ~~and~~Shares ~~directors~~to ~~that~~one ~~resulted~~hundred intwenty-five ~~successful~~(125). ~~negotiations with~~The ~~the~~other ~~officers~~remaining rights and ~~directors~~privileges of ~~the~~our ~~Acquired~~Series ~~Company~~D ~~and~~Preferred ~~the~~Stock ~~stockholders~~remain ~~of the Acquired Company~~unchanged.

WeOur ~~did~~Board ~~not~~of ~~employ~~Directors believes that the orincrease ~~utilize~~in the ~~services~~number of ~~any~~the ~~investment~~Series ~~banker,~~D ~~advisor,~~Preferred orShares ~~other~~may, ~~third~~if ~~party~~circumstances ~~in connection with the Acquisition Agreement~~allow, ~~the~~provide ~~transactions underlying~~ the ~~Acquisition~~Company’s ~~Agreement~~Board ~~or both~~ of ~~them.~~Directors As with a ~~result,~~measure weof ~~did~~additional ~~not~~financial ~~incur~~flexibility orin ~~pay~~responding ~~any fees~~ to ~~any~~events ~~investment~~and ~~banker,~~matters ~~advisor, or~~beyond ~~other~~its ~~third party~~control.

~~All of the Preferred~~B. The ~~Shares~~Amendment ~~and all of the Common Shares~~ to ~~be issued in accordance with~~ the ~~Acquisition~~Certificate ~~Agreement are “unregistered securities” in that they will be issued pursuant to claims~~ of ~~exemption~~Designation ~~provided by Section 4(a)(2)~~ of ~~the~~Preferences ~~Securities~~for ~~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~~Series ~~2.01~~E ~~Completion~~Preferred ~~of Acquisition or Disposition of Assets~~Stock.

On ~~June~~September 3024, 2021 , we ~~entered~~submitted ~~into~~to the ~~that~~Nevada ~~certain~~Secretary ~~Merger~~of ~~Agreement~~State ~~and~~that ~~Plan~~certain ofAmendment ~~Reorganization~~ (the “~~Acquisition Agreement~~Amendment”) ~~with~~to ~~each~~the Certificate of ~~the~~Designation ~~stockholders~~ of ~~Human~~Preferences ~~Brands~~for our ~~International,~~Series ~~Inc.,~~E aPreferred ~~Nevada~~Stock ~~corporation~~ (~~the~~par ~~“Acquired~~value ~~Company”~~$0.00001) ~~with~~ (the ~~result~~“Series ~~that~~D wePreferred ~~acquired~~Shares”) ~~all~~that ~~of the~~is ~~outstanding~~to ~~capital~~be ~~stock~~effective ofSeptember ~~the Acquired Company and the Acquired Company became a wholly-owned subsidiary~~20, 2021.

WeUnder ~~did not employ or utilize~~ the ~~services~~terms of ~~any~~the ~~investment banker~~Amendment, ~~advisor,~~our Board orof ~~other~~Directors ~~third~~approved ~~party~~an increase in ~~connection with~~ the ~~Acquisition~~number ~~Agreement,~~of ~~the~~Series ~~transactions underlying~~E ~~the~~Preferred ~~Acquisition~~Shares ~~Agreement~~to orone ~~both~~hundred ~~of them~~(100). AsThe aother ~~result,~~remaining werights ~~did~~and privileges ~~not~~of ~~incur~~our orSeries ~~pay~~E ~~any~~Preferred ~~fees~~Stock toremain ~~any investment banker, advisor, or other third party~~unchanged.

~~Item~~Our ~~3.02~~Board ~~Unregistered~~of Directors believes that the ~~Sales~~increase in the number of ~~Equity~~the ~~Securities~~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.

~~In accordance with~~Matter ~~the Acquisition Agreement, we agreed to issue an aggregate~~ of ~~forty-four~~Risk (44) shares of our Series D Preferred Stock (par value $0.001) (the “Preferred Shares”) and an aggregate of One Hundred Seventy-Six Million Seven Hundred Seventy-One Thousand Nine Hundred Sixty-Two (176,771,962) shares of our Common Stock (par value $0.001)(the “Common Shares”) to acquire all of the outstanding Thirty-Nine Million Six Hundred Seventy-Seven Thousand One Hundred Ninety-Six (39,677,196) shares of the Common Stock (the “Subsidiary Shares”) of Human Brands International, Inc., a Nevada corporation (the “Acquired Company”).Factors

We ~~did~~are ~~not~~a ~~employ~~small public orcompany ~~utilize~~and ~~the~~we ~~services~~have oflimited ~~any~~managerial ~~investment~~and ~~banker,~~financial ~~advisor,~~resources orand ~~other~~for ~~third~~this ~~party~~and inother ~~connection~~reasons ~~with~~we ~~the~~face ~~Acquisition~~significant ~~Agreement,~~and ~~the~~continuing ~~transactions~~challenges ~~underlying~~that ~~the~~other ~~Acquisition~~larger ~~Agreement~~public orcompanies ~~both~~do ofnot ~~them~~face. AsAny aholder ~~result,~~of weour ~~did~~Common ~~not~~Stock ~~incur~~should orreview ~~pay~~the ~~any~~Risk ~~fees~~Factors topresented in Item 1A of our 2020 Annual Report for further guidance before making any investment ~~banker,~~decision ~~advisor, or~~with ~~other~~respect ~~third~~to ~~party~~our Common Stock.

~~Thus~~Further, ~~and~~our ~~under~~Common Stock should be considered a “HIGH RISK” investment that is only suitable for those investors who can afford the ~~terms~~ total loss of ~~the~~their ~~Acquisition~~investment. ~~Agreement~~We are also aware and investors should fully appreciate that our Common Stock is traded only on OTC Markets and as a result, wethere ~~acquired~~is ~~the~~only ~~Subsidiary~~a ~~Shares~~limited inand ~~exchange~~sporadic trading market for our ~~issuance~~Common ofStock ~~our~~and ~~Preferred~~we ~~Shares~~do not anticipate that any liquid and continuous trading market for our Common ~~Shares~~ Stock will ever develop at any time in the future or, if it does develop, that it will be sustained.

~~All~~We ~~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)~~ ofsmall ~~the~~public company ~~Securities~~with ~~Act~~very oflimited ~~1933,~~financial asand ~~amended (the~~managerial ~~“1933~~resources ~~Act”)~~ and ~~Rule~~we ~~506(b)~~face ~~promulgated~~direct bycompetition ~~the~~from ~~Securities~~many ~~and~~larger, ~~Exchange Commission thereunder as~~ well-established ~~as certain claims~~competitors towho ~~the~~possess ~~qualification~~significantly ~~requirements~~greater ~~under~~financial ~~state~~and ~~securities~~managerial ~~laws~~resources. inAs ~~the~~a ~~states~~result, ~~wherein~~investors ~~the~~who ~~holders~~acquire ofour ~~all~~Common ~~of the outstanding capital stock of the Acquired Company. Moreover~~Stock, ~~all~~our ~~of the~~ Preferred Stock ~~Shares~~ and ~~all~~our ofdebt ~~the~~instruments ~~Common~~face ~~Shares~~significantly ~~that~~greater werisks ~~anticipate~~and ~~issuing~~uncertainties ~~pursuant~~and tolikely ~~the Acquisition Agreement~~ will becontinue ~~issued~~to ~~with~~face asignificantly ~~restricted~~greater risks ~~securities legend~~ and ~~only~~uncertainties ~~upon~~in ~~our receipt of certain additional written assurances from each of~~ the ~~stockholders of the Acquired Company~~future.

We did not receive and do not expect to receive any proceeds as a result of the transactions underlying the Acquisition Agreement.

Item 7.01 Regulation FD Disclosure.

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”).

Under the terms of the Acquisition Agreement, we agreed to issue an aggregate of forty-four (44) shares of our Series D Preferred Stock (par value $0.001) (the “Preferred Shares”) and an aggregate of One Hundred Seventy-Six Million Seven Hundred Seventy-One Thousand Nine Hundred Sixty-Two (176,771,962) shares of our Common Stock (par value $0.001)(the “Common Shares”) to acquire all of the outstanding capital stock of the Acquired Company.

The Acquisition Agreement was the product of several months of meetings and due diligence conducted by our officers and directors that resulted in successful negotiations with the officers and directors of the Acquired Company and the stockholders of the Acquired 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.

Risk Factors Related to the Agreement and Our Financial Condition

Any person who seeks to acquire our Common Stock, our Preferred Stock, or any other instrument that we may issue should be aware that any such investment should be considered only by those persons who can afford the total loss of their investment and in addition to the above, these risks include, but are not limited to, the risks set forth in our most recent 2020 Annual Report on Form 10-K under Item 1A together with the following:

We are insolvent in that our Total Liabilities are greater than our Total Assets and we cannot assure you that we will become solvent at any time in the future.

We have limited financial and managerial resources to implement our business plan and otherwise conduct our corporate affairs and there can be no guarantee that we will have sufficient financial and managerial resources to do so in the future.

We need to raise a significant amount of additional capital to support our current financial needs and the capital that we are likely to need if we are to sustain our corporate existence and otherwise conduct our intended business as contemplated by the Acquisition Agreement and otherwise.

At present we have not received any commitment from any capable and qualified third party to provide a sufficient amount of additional funds that will allow us to meet our current and projected needs and there can be no assurance that we will receive a sufficient amount of funds at any time in the near future or, if we do receive such funds, that the funds will be provided on reasonable terms and in sufficient amounts and 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.

Holders of our Common Stock face an almost certain prospect of immediate and substantial dilution since even if a qualified and capable prospective investor were willing to assume the extraordinary risks involved in making an investment into our Company, existing investors would very likely suffer dilution in ownership, in destruction of the current book value per share, and the destruction of the extent of their voting rights that likely would be permanent and without recourse. Thus, any person who acquires our Common Stock should be prepared to lose all or substantially all of their investment.

There is no continuous and liquid trading market for our Common Stock and there is no likelihood that any such trading market will ever develop or, if it does develop, that it can be sustained. As a result, any person who acquires our Common Stock is not acquiring that has or will have at any time in the future, any liquidity that would allow them to sell our Common Stock without significant delays and/or difficulties. Further, there is no trading market for our Preferred Stock and there is no prospect that our Preferred Stock will ever be traded in any market.

We have not achieved profitability, positive cash flow or both of them and there can be no assurance that we will ever achieve profitability, positive cash flow, or both of them in the future or if we do, that either or both of them can be sustained.

We have no history of paying dividends on our Common Stock and given our lack of profitability and lack of positive cash flow, it is highly unlikely that we will ever be paying any dividends at any time in the near future.

We have not received any independent third party evaluation of our business plan and 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 Merger Agreement and Plan of Reorganization


	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

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: July 2, 2021	By:	/s/ Joe E. Poe, Jr.
Date: September 24, 2021	By:	/s/ Joe E. Poe, Jr.
	Name:	Joe E. Poe, Jr.
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Filing Compare · Rogue One, Inc.