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SEC-RPT-Panel

UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 91721 / April 29, 2021 
 
ACCOUNTING AND AUDITING ENFORCEMENT 
Release No. 4217 / April 29, 2021 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-20273 
 
 
In the Matter of 
 
ROKK3R, INC.,  
 
Respondent. 
 
 
 
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTION 21C OF THE SECURITIES 
EXCHANGE ACT OF 1934, MAKING 
FINDINGS, AND IMPOSING A CEASE-
AND-DESIST ORDER 
  
I. 
 
 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 
Exchange Act of 1934 (“Exchange Act”), against Rokk3r, Inc. (“Rokk3r” or “Respondent”). 
 
II. 
 
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, and without admitting or denying the findings 
herein, except as to the Commission’s jurisdiction over it and the subject matter of these 
proceedings, which are admitted, Respondent consents to the entry of this Order Instituting Cease-
and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making 
Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below.  
 
 
 
 
 
 
 
 2 
 
III. 
 
 On the basis of this Order and Respondent’s Offer, the Commission finds1 that:  
 
Summary 
 
 1. These proceedings arise out of the violation of Exchange Act Rule 12b-25, which 
requires that issuers that fail to file timely a periodic report shall file a Form 12b-25 “Notification of 
Late Filing,” commonly known as “Form NT,” which contains, among other things, reasonable 
detail as to why the issuer’s periodic report could not be filed on time and an explanation of any 
anticipated, significant changes in the issuer’s results of operations.  
 
 2. In November 2019, Rokk3r violated Rule 12b-25 by filing a Form 12b-25 with the 
Commission in which Rokk3r failed to disclose why, in sufficient detail under the circumstances 
presented, its third-quarter, fiscal year (“FY”) 2019 Form 10-Q could not be timely filed.  Rokk3r’s 
Form 12b-25 also failed to acknowledge anticipated, significant changes in Rokk3r’s results of 
operations for the third quarter of FY2019, compared with Rokk3r’s operating results in the third 
quarter of FY2018, and to provide an explanation of the changes, as required under the rule.  Four 
days after filing its Form 12b-25, Rokk3r filed a Form 8-K disclosing to investors and the market 
that the company’s financial statements for the first and second quarters of FY2019 could no 
longer be relied upon and would be restated.  Rokk3r, however, had failed to include in its Form 
12b-25 any disclosure that the discovery, and ongoing correction, of errors in prior FY2019 
quarterly financial statements were among the principal reasons that it was unable to file timely the 
subject Form 10-Q for the third quarter of FY2019.  Additionally, Rokk3r failed to file its Form 8-
K within the required period for filing a Form 8-K under Exchange Act Rule 13a-11. 
 
Respondent 
 
3. Rokk3r, a Nevada corporation based in Miami, Florida, provides consulting 
services to startup companies.  Prior to a May 2020 going-private transaction, Rokk3r common 
stock was registered under Section 12(g) of the Exchange Act and quoted on the Pink Open 
Market. 
 
Legal Framework and Facts 
 
 4. Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder require 
issuers with a security registered pursuant to Section 12 of the Exchange Act to file with the 
Commission annual reports on Form 10-K and quarterly reports on Form 10-Q. 
 
                                                            
1  The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding on any 
other person or entity in this or any other proceeding. 
 
 3 
 5. Rule 12b-25 provides that if an issuer fails to file a Form 10-K or 10-Q within the 
time period prescribed for such report, the issuer, no later than one business day after the due date 
for such report, shall file a Form 12b-25 with the Commission, disclosing the issuer’s inability 
to file the report timely and the reasons therefore in reasonable detail.2  Form 12b-25 requires the 
issuer to affirm, among other things, that the subject periodic report will be filed within fifteen 
calendar days, for a Form 10-K, or within five calendar days, for a Form 10-Q, of the report’s 
prescribed due date, and requires that the report actually be filed within such period.  Form 12b-25 
also requires the issuer to confirm whether or not it anticipates that any significant change in 
results of operations from the corresponding period for the prior fiscal year will be reflected by the 
earnings statements to be included in the subject periodic report.  If such change is anticipated, the 
issuer must attach a narrative and quantitative explanation of the anticipated change and, if 
appropriate, state the reasons why a reasonable estimate of the results cannot be made.   
 
 6. Section 13(a) and Rule 13a-11 of the Exchange Act require issuers with a security 
registered pursuant to Section 12 of the Exchange Act to file or furnish, as applicable, current 
reports with the Commission on Form 8-K.  Issuers are required to file a Form 8-K within four 
business days after the occurrence of certain events specified in the Form 8-K.  Section 4, Item 
4.02 of the Form 8-K specifies that if an issuer concludes, or is advised by its auditor, that any 
previously issued financial statements required to have been provided should no longer be relied 
upon, the issuer shall disclose the event and certain enumerated information on a Form 8-K.   
 
  7. On November 14, 2019, Rokk3r filed with the Commission a Form 12b-25 
disclosing that Rokk3r could not file timely its Form 10-Q for its third fiscal quarter, ended 
September 30, 2019, “due to its delay in compiling financial information required to be included in 
its Quarterly Report on Form 10-Q, which delay could not be eliminated by Registrant without 
unreasonable effort and expense.”  Rokk3r’s disclosure contained no further details regarding the 
cited delay. 
 
 8. Furthermore, in its Form 12b-25, Rokk3r indicated that it did not anticipate that any 
significant change in results of operations from the corresponding period for the prior fiscal year 
would be reflected in the subject Form 10-Q.   
 
 9. On November 18, 2019, Rokk3r filed with the Commission a Form 8-K disclosing 
that, “[o]n November 8, 2019, the Board of Directors of [Rokk3r] concluded, after review and 
discussion with management, that [Rokk3r’s] unaudited condensed consolidated financial 
statements for the periods ended March 31, 2019 and June 30, 2019 [i.e., the first and second 
quarters of FY2019] … should no longer be relied upon” because Rokk3r had incorrectly 
accounted, in those financial statements, for variable interest entities.  The November Form 8-K 
disclosed material changes to Rokk3r’s total assets, total revenues, net loss, and stockholders’ 
equity.  Rokk3r’s auditor, on November 5, 2019, had raised the issue which led to Rokk3r’s 
restatement of financial results.  Rokk3r failed to file its Form 8-K within the required statutory 
period.   
 
                                                            
2  Form 12b-25 specifies a “narrative” disclosure.  (See Form 12b-25, Part III.) 
 4 
10. Rokk3r’s inability to meet the filing deadline for its third-quarter FY2019 Form  
10-Q was due, in large part, to the discovery, and ongoing correction, of errors in its first-quarter 
and second-quarter FY2019 financial statements.  In its Form 12b-25, however, Rokk3r failed to 
disclose this information and failed to provide the detailed narratives and quantitative explanation 
specifically called for by the form.  The company anticipated that its third-quarter FY2019 
financial results, when reported, would differ significantly from its third-quarter FY2018 financial 
results, including a greater than 60% increase in quarterly loss versus third quarter FY2018.   
 
Violations 
 
 11. As a result of the conduct described above, Rokk3r violated Section 13(a) of the 
Exchange Act and Rules 12b-25 and 13a-11 thereunder. 
 
IV. 
 
 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondent Rokk3r’s Offer. 
 
 Accordingly, it is hereby ORDERED that: 
 
 A. Pursuant to Section 21C of the Exchange Act, Respondent Rokk3r cease and desist 
from committing or causing any violations and any future violations of Section 13(a) of the 
Exchange Act and Rules 12b-25 and 13a-11 thereunder. 
 
B. Respondent shall, within 14 days of the entry of this Order, pay a civil money 
penalty in the amount of $50,000.00 to the Securities and Exchange Commission for transfer to the 
general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3). If timely 
payment is not made, additional interest shall accrue pursuant to 31 U.S.C. §3717.   
 
Payment must be made in one of the following ways:   
 
(1) Respondent may transmit payment electronically to the Commission, which 
will provide detailed ACH transfer/Fedwire instructions upon request;  
 
(2) Respondent may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
 
(3) Respondent may pay by certified check, bank cashier’s check, or United 
States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to:  
 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
 5 
Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying 
Rokk3r as a Respondent in these proceedings, and the file number of these proceedings; a copy of 
the cover letter and check or money order must be sent to Anita B. Bandy, Associate Director, 
Division of Enforcement, Securities and Exchange Commission, 100 F St., NE, Washington, DC 
20549.   
 
 C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 
treated as penalties paid to the government for all purposes, including all tax purposes.  To 
preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 
Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 
award of compensatory damages by the amount of any part of Respondent’s payment of a civil 
penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such a 
Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order granting 
the Penalty Offset, notify the Commission's counsel in this action and pay the amount of the 
Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be deemed 
an additional civil penalty and shall not be deemed to change the amount of the civil penalty 
imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” means a 
private damages action brought against Respondent by or on behalf of one or more investors based 
on substantially the same facts as alleged in the Order instituted by the Commission in this 
proceeding. 
 
 
 By the Commission. 
 
 
 
Vanessa A. Countryman 
Secretary 
 
 
 

	UNITED STATES OF AMERICA
	Before the
	SECURITIES AND EXCHANGE COMMISSION

	SECURITIES EXCHANGE ACT OF 1934
	Release No. 91721 / April 29, 2021

	ACCOUNTING AND AUDITING ENFORCEMENT
	Release No. 4217 / April 29, 2021

	ADMINISTRATIVE PROCEEDING
	File No. 3-20273


	In the Matter of

	ROKK3R, INC.,

	Respondent.



	ORDER INSTITUTING CEASE-AND-
	DESIST PROCEEDINGS PURSUANT TO
	SECTION 21C OF THE SECURITIES
	EXCHANGE ACT OF 1934, MAKING
	FINDINGS, AND IMPOSING A CEASE-
	AND-DESIST ORDER

	I.

	The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
	and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities
	Exchange Act of 1934 (“Exchange Act”), against Rokk3r, Inc. (“Rokk3r” or “Respondent”).

	II.

	In anticipation of the institution of these proceedings, Respondent has submitted an Offer
	of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the
	purpose of these proceedings and any other proceedings brought by or on behalf of the
	Commission, or to which the Commission is a party, and without admitting or denying the findings
	herein, except as to the Commission’s jurisdiction over it and the subject matter of these
	proceedings, which are admitted, Respondent consents to the entry of this Order Instituting Cease-
	and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making
	Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below.







	2

	III.

	On the basis of this Order and Respondent’s Offer, the Commission finds1 that:

	Summary

	1. These proceedings arise out of the violation of Exchange Act Rule 12b-25, which
	requires that issuers that fail to file timely a periodic report shall file a Form 12b-25 “Notification of
	Late Filing,” commonly known as “Form NT,” which contains, among other things, reasonable
	detail as to why the issuer’s periodic report could not be filed on time and an explanation of any
	anticipated, significant changes in the issuer’s results of operations.

	2. In November 2019, Rokk3r violated Rule 12b-25 by filing a Form 12b-25 with the
	Commission in which Rokk3r failed to disclose why, in sufficient detail under the circumstances
	presented, its third-quarter, fiscal year (“FY”) 2019 Form 10-Q could not be timely filed. Rokk3r’s
	Form 12b-25 also failed to acknowledge anticipated, significant changes in Rokk3r’s results of
	operations for the third quarter of FY2019, compared with Rokk3r’s operating results in the third
	quarter of FY2018, and to provide an explanation of the changes, as required under the rule. Four
	days after filing its Form 12b-25, Rokk3r filed a Form 8-K disclosing to investors and the market
	that the company’s financial statements for the first and second quarters of FY2019 could no
	longer be relied upon and would be restated. Rokk3r, however, had failed to include in its Form
	12b-25 any disclosure that the discovery, and ongoing correction, of errors in prior FY2019
	quarterly financial statements were among the principal reasons that it was unable to file timely the
	subject Form 10-Q for the third quarter of FY2019. Additionally, Rokk3r failed to file its Form 8-
	K within the required period for filing a Form 8-K under Exchange Act Rule 13a-11.

	Respondent

	3. Rokk3r, a Nevada corporation based in Miami, Florida, provides consulting
	services to startup companies. Prior to a May 2020 going-private transaction, Rokk3r common
	stock was registered under Section 12(g) of the Exchange Act and quoted on the Pink Open
	Market.

	Legal Framework and Facts

	4. Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder require
	issuers with a security registered pursuant to Section 12 of the Exchange Act to file with the
	Commission annual reports on Form 10-K and quarterly reports on Form 10-Q.


	1 The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding on any
	other person or entity in this or any other proceeding.

	3
	5. Rule 12b-25 provides that if an issuer fails to file a Form 10-K or 10-Q within the
	time period prescribed for such report, the issuer, no later than one business day after the due date
	for such report, shall file a Form 12b-25 with the Commission, disclosing the issuer’s inability
	to file the report timely and the reasons therefore in reasonable detail.2 Form 12b-25 requires the
	issuer to affirm, among other things, that the subject periodic report will be filed within fifteen
	calendar days, for a Form 10-K, or within five calendar days, for a Form 10-Q, of the report’s
	prescribed due date, and requires that the report actually be filed within such period. Form 12b-25
	also requires the issuer to confirm whether or not it anticipates that any significant change in
	results of operations from the corresponding period for the prior fiscal year will be reflected by the
	earnings statements to be included in the subject periodic report. If such change is anticipated, the
	issuer must attach a narrative and quantitative explanation of the anticipated change and, if
	appropriate, state the reasons why a reasonable estimate of the results cannot be made.

	6. Section 13(a) and Rule 13a-11 of the Exchange Act require issuers with a security
	registered pursuant to Section 12 of the Exchange Act to file or furnish, as applicable, current
	reports with the Commission on Form 8-K. Issuers are required to file a Form 8-K within four
	business days after the occurrence of certain events specified in the Form 8-K. Section 4, Item
	4.02 of the Form 8-K specifies that if an issuer concludes, or is advised by its auditor, that any
	previously issued financial statements required to have been provided should no longer be relied
	upon, the issuer shall disclose the event and certain enumerated information on a Form 8-K.

	7. On November 14, 2019, Rokk3r filed with the Commission a Form 12b-25
	disclosing that Rokk3r could not file timely its Form 10-Q for its third fiscal quarter, ended
	September 30, 2019, “due to its delay in compiling financial information required to be included in
	its Quarterly Report on Form 10-Q, which delay could not be eliminated by Registrant without
	unreasonable effort and expense.” Rokk3r’s disclosure contained no further details regarding the
	cited delay.

	8. Furthermore, in its Form 12b-25, Rokk3r indicated that it did not anticipate that any
	significant change in results of operations from the corresponding period for the prior fiscal year
	would be reflected in the subject Form 10-Q.

	9. On November 18, 2019, Rokk3r filed with the Commission a Form 8-K disclosing
	that, “[o]n November 8, 2019, the Board of Directors of [Rokk3r] concluded, after review and
	discussion with management, that [Rokk3r’s] unaudited condensed consolidated financial
	statements for the periods ended March 31, 2019 and June 30, 2019 [i.e., the first and second
	quarters of FY2019] … should no longer be relied upon” because Rokk3r had incorrectly
	accounted, in those financial statements, for variable interest entities. The November Form 8-K
	disclosed material changes to Rokk3r’s total assets, total revenues, net loss, and stockholders’
	equity. Rokk3r’s auditor, on November 5, 2019, had raised the issue which led to Rokk3r’s
	restatement of financial results. Rokk3r failed to file its Form 8-K within the required statutory
	period.


	2 Form 12b-25 specifies a “narrative” disclosure. (See Form 12b-25, Part III.)
	4
	10. Rokk3r’s inability to meet the filing deadline for its third-quarter FY2019 Form
	10-Q was due, in large part, to the discovery, and ongoing correction, of errors in its first-quarter
	and second-quarter FY2019 financial statements. In its Form 12b-25, however, Rokk3r failed to
	disclose this information and failed to provide the detailed narratives and quantitative explanation
	specifically called for by the form. The company anticipated that its third-quarter FY2019
	financial results, when reported, would differ significantly from its third-quarter FY2018 financial
	results, including a greater than 60% increase in quarterly loss versus third quarter FY2018.

	Violations

	11. As a result of the conduct described above, Rokk3r violated Section 13(a) of the
	Exchange Act and Rules 12b-25 and 13a-11 thereunder.

	IV.

	In view of the foregoing, the Commission deems it appropriate to impose the sanctions
	agreed to in Respondent Rokk3r’s Offer.

	Accordingly, it is hereby ORDERED that:

	A. Pursuant to Section 21C of the Exchange Act, Respondent Rokk3r cease and desist
	from committing or causing any violations and any future violations of Section 13(a) of the
	Exchange Act and Rules 12b-25 and 13a-11 thereunder.

	B. Respondent shall, within 14 days of the entry of this Order, pay a civil money
	penalty in the amount of $50,000.00 to the Securities and Exchange Commission for transfer to the
	general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3). If timely
	payment is not made, additional interest shall accrue pursuant to 31 U.S.C. §3717.

	Payment must be made in one of the following ways:

	(1) Respondent may transmit payment electronically to the Commission, which
	will provide detailed ACH transfer/Fedwire instructions upon request;

	(2) Respondent may make direct payment from a bank account via Pay.gov
	through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or

	(3) Respondent may pay by certified check, bank cashier’s check, or United
	States postal money order, made payable to the Securities and Exchange
	Commission and hand-delivered or mailed to:

	Enterprise Services Center
	Accounts Receivable Branch
	HQ Bldg., Room 181, AMZ-341
	6500 South MacArthur Boulevard
	5
	Oklahoma City, OK 73169

	Payments by check or money order must be accompanied by a cover letter identifying
	Rokk3r as a Respondent in these proceedings, and the file number of these proceedings; a copy of
	the cover letter and check or money order must be sent to Anita B. Bandy, Associate Director,
	Division of Enforcement, Securities and Exchange Commission, 100 F St., NE, Washington, DC
	20549.

	C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be
	treated as penalties paid to the government for all purposes, including all tax purposes. To
	preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor
	Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any
	award of compensatory damages by the amount of any part of Respondent’s payment of a civil
	penalty in this action (“Penalty Offset”). If the court in any Related Investor Action grants such a
	Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order granting
	the Penalty Offset, notify the Commission's counsel in this action and pay the amount of the
	Penalty Offset to the Securities and Exchange Commission. Such a payment shall not be deemed
	an additional civil penalty and shall not be deemed to change the amount of the civil penalty
	imposed in this proceeding. For purposes of this paragraph, a “Related Investor Action” means a
	private damages action brought against Respondent by or on behalf of one or more investors based
	on substantially the same facts as alleged in the Order instituted by the Commission in this
	proceeding.


	By the Commission.



	Vanessa A. Countryman
	Secretary