Rokk3r (ROKK) 10-Q/A 10 Dec 19 2019 Q1 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2019	May 10, 2019
Document And Entity Information
Entity Registrant Name	ROKK3R INC.
Entity Central Index Key	0001100778
Document Type	10-Q/A
Amendment Flag	true
Amendment Description	As previously disclosed, on November 8, 2019, the Board of Directors of Rokk3r Inc. (the "Company") concluded, after review and discussion with management, that the Company's unaudited condensed consolidated financial statements for the period ended March 31, 2019 (the "Interim Financial Statements") should no longer be relied upon. In connection with the preparation of the Company's unaudited condensed consolidated financial statements for theperiod ended September 30, 2019, management determined that it had incorrectly accounted for itsvariable interest entities ("VIE") as equity method investments in its Interim Financial Statements and did not consolidatecertain of VIEin the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2019, as originally filed with the Securities and Exchange Commission (the '"SEC") on May 20, 2019 (the "Original Filing").
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Mar. 31, 2019
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2019
Entity Common Stock Shares Outstanding		101,472,105

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2019	Dec. 31, 2018
CURRENT ASSETS:
Cash	$ 1,942,032	$ 2,297,902
Accounts receivable, net	499,229	400,182
Prepaid expenses - related party	425,000	425,000
Prepaid expenses	17,066	18,953
Receivable from parent company	110,506	75,138
Total Current Assets	2,993,833	3,217,175
Furniture and equipment, net	20,074	19,015
Investment in Rokk3r Labs (parent) - cost method	1,000,000	1,000,000
Investment in Rokk3r Flamingo, Inc - equity method	350
Total Assets	4,014,257	4,236,190
CURRENT LIABILITIES:
Accounts payable	286,201	192,225
Accounts payable - related party	192,083
Accrued expenses	23,653	18,407
Accrued expenses - related party	45,000	15,000
Contract liability	112,980	20,000
Notes payable - other	12,000	12,000
Total Current Liabilities	671,917	257,632
Redeemable Series B Convertible Preferred stock - $0.0001 par value; 4,687,500 shares authorized; 4,085,938 issued and outstanding at March 31, 2019 and December 31, 2018 (liquidation preference of $2,821,731 and $2,719,419, respectively)	2,821,731	2,719,419
SHAREHOLDERS' EQUITY:
Common stock - $0.0001 par value; 500,000,000 shares authorized; 101,472,105 and 101,427,105 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively	10,147	10,143
Common stock issuable; 1,050,000 and 1,000,000 shares issuable at March 31, 2019 and December 31, 2018, respectively	105	100
Additional paid in capital	76,349,698	76,217,441
Accumulated deficit	(75,714,298)	(74,968,545)
Total Rokk3r, Inc. Stockholders' Equity	645,652	1,259,139
Non-controlling interest in consolidated subsidiary (Note 5)	(125,043)
Total Shareholders' Equity	520,609	1,259,139
Total Liabilities and Shareholders' Equity	4,014,257	4,236,190
Series B Preferred Stock [Member]
SHAREHOLDERS' EQUITY:
Convertible preferred stock	$ 2,821,731	$ 2,719,419

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2019	Dec. 31, 2018
SHAREHOLDERS' EQUITY
Preferred Stock, par value	$ 0.0001	$ 0.0001
Preferred Stock, shares authorized	50,000,000	50,000,000
Common Stock, par value	$ 0.0001	$ 0.0001
Common Stock, shares authorized	500,000,000	500,000,000
Common Stock, shares issued	101,472,105	101,427,105
Common Stock, shares outstanding	101,472,105	101,427,105
Common Stock, Shares issuable	1,050,000	1,000,000
Series B Preferred Stock [Member]
SHAREHOLDERS' EQUITY
Preferred Stock, par value	$ 0.0001	$ 0.0001
Preferred Stock, shares authorized	4,687,500	4,687,500
Preferred Stock, shares issued	4,085,938	4,085,938
Preferred Stock, shares outstanding	4,085,938	4,085,938
Preferred Stock, liquidation preference	$ 2,821,731	$ 2,719,419
Series A Non-Convertible Preferred Stock [Member]
SHAREHOLDERS' EQUITY
Preferred Stock, par value	$ 0.0001	$ 0.0001
Preferred Stock, shares authorized	1,000,000	1,000,000
Preferred Stock, shares issued	0	0
Preferred Stock, shares outstanding	0	0

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Revenues	$ 885,008
Operating Expenses:
Consulting fees - parent	593,072	750,000
Consulting fees - other	112,507
Compensation expense	259,031	21,633
Contract labor	393,517
Legal expense	124,573	75,926
Professional fees	55,681	39,820
Bad debt expense	(107,779)
General and administrative expenses	196,348	20,899
Impairment expense	28,900
Total Operating Expenses	1,655,850	908,278
Loss from Operations	(770,842)	(908,278)
Other Expense:
Interest expense, net	(532)	(16,039)
Other expense, net	(723)
Total Other Expense, net	(1,255)	(16,039)
Loss Before Provision for Income Taxes	(772,097)	(924,317)
Provision for income taxes
Net loss	(772,097)	(924,317)
Series B Preferred stock redemption premium	(102,312)
Net Loss Attributable to Common Stockholders Before Allocation to Non-controlling Interest	(874,409)	(924,317)
Less Net Loss Allocated to Non-controlling Interest in Consolidated Subsidiary and VIE	(128,656)
Net Loss Applicable to Rokk3r, Inc. Common Stockholders	$ (745,753)	$ (924,317)
Net Loss per Share of Common Stock Outstanding - Basic and Diluted	$ (0.01)	$ (0.01)
Weighted-average number of shares outstanding - Basic and Diluted	102,479,605	95,768,224

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY (Unaudited) - USD ($)	Total	Preferred Stock	Common Stock	Common Stock Issuable [Member]	Additional paid-in capital	Accumulated deficit	Noncontrolling Interest
Beginning balance, Shares at Dec. 31, 2017			94,828,287
Beginning balance, Amount at Dec. 31, 2017	$ 369,645		$ 9,483		$ 71,814,487	$ (71,454,325)
Stock issued for cash, Shares			3,395,125
Stock issued for cash, Amount	2,173,000		$ 339		2,172,661
Series B Preferred stock redemption premium
Net loss	(924,317)					(924,317)
Ending balance, Shares at Mar. 31, 2018			98,223,412
Ending balance, Amount at Mar. 31, 2018	1,618,328		$ 9,822		73,987,148	(72,378,642)
Beginning balance, Shares at Dec. 31, 2018			101,427,105	1,000,000
Beginning balance, Amount at Dec. 31, 2018	1,259,139		$ 10,143	$ 100	76,217,441	(74,968,545)
Common stock issued to consultants for services, Shares				50,000
Common stock issued to consultants for services, Amount	32,000			$ 5	31,995
Issuance of common stock for intagible assets, Shares			45,000
Issuance of common stock for intagible assets, Amount	28,900		$ 4		25,283		3,613
Stock-based compensation	74,979				74,979
Series B Preferred stock redemption premium	102,312					(102,312)
Net loss	(772,097)					(643,441)	(128,656)
Ending balance, Shares at Mar. 31, 2019			101,472,105	1,050,000
Ending balance, Amount at Mar. 31, 2019	$ 520,609		$ 10,147	$ 105	$ 76,349,698	$ (75,714,298)	$ (125,043)

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Cash Flows from Operating Activities:
Net loss	$ (772,097)	$ (924,317)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	1,343
Stock-based compensation	74,979
Common stock issued for compensation and consulting services	32,000
Bad debt recovery	(107,779)
Impairment loss	28,900	0
Change in operating assets and liabilities:
Accounts receivable	8,732
Prepaid expenses	1,887	(15,000)
Accounts payable	93,976	30,200
Accounts payable - parent	192,083	250,000
Contract liability	92,980
Accrued expense - related party	45,000
Accrued expense	(9,754)
Accrued interest payable - related party		13,414
Net cash used in operating activities	(317,750)	(645,703)
Cash Flows from Investing Activities:
Investment in Flamingo, Inc	(350)
Purchases of property and equipment	(2,402)
Advance to parent company	(35,368)
Net cash used in investing activities	(38,120)
Cash Flows from Financing Activities:
Proceeds from parent advances		79,225
Cash proceeds from sale of common stock		2,133,000
Net cash provided by financing activities		2,212,225
Change in Cash	(355,870)	1,566,522
Cash at beginning of year	2,297,902
Cash at end of year	1,942,032	1,566,522
Supplemental Disclosure of Interest and Income Taxes Paid:
Interest paid
Income taxes paid
Supplemental schedule of non-cash investing and financing activities
Subscription Receivable		40,000
Common shares issued in connection with the purchase of intangible assets	28,900
Series B Preferred Stock redemption premium	$ 102,312

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS	3 Months Ended
	Mar. 31, 2019
ORGANIZATION AND DESCRIPTION OF BUSINESS
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS	The Company was formerly known as Eight Dragons Company, a Nevada corporation. The predecessor was incorporated in Delaware on September 27, 1996 and on October 24, 2007 changed its state of incorporation from Delaware to Nevada by means of a merger with and into Eight Dragons Company. On March 23, 2018, we changed our name to Rokk3r Inc. In connection with this name change, on June 18, 2018, our trading symbol was changed to “ROKK.” The Company generate revenues primarily from consulting services agreements focused on education, consulting, development and growth. Our agreements are individually negotiated and are meant to help entrepreneurs and business professionals to innovate and create high growth companies through training, mentors, and access to our global network of advisors, investors and business builders. Through our consulting services agreements, we provide "Think," "Co-build," and “Scale” services. We execute "Think Phases" for entrepreneurs and corporations, where we present an experienced team with a problem for four weeks to validate the ideas and refine their strategy. In “Co-build,” our team of strategists, creatives, and engineers seek to solve problems, understand our client’s business and develop a foundation for a technological platform to drive it. For growth, we work with entrepreneurs to help them define financial and growth objectives to develop short, medium and long-term strategies, a service offering we call "Scale." In connection with the new business initiatives, the Company has formed or acquired the following subsidiaries and variable interest entities: · Rokk3r Ops Inc. (“Rokk3r Ops”), a company incorporated in Florida on May 16, 2018 and wholly-owned by the Company that provides our "Think Phase", "Co-build", and “Scale” services. · Rokk3r Ai Inc. (“Rokk3r Ai”), a company incorporated in Delaware on November 20, 2018 and a majority-owned subsidiary of Rokk3r Ops. As of March 31, 2019, Rokk3r Ai is not yet operational (see Note 5). · B3riblock, Inc. (“B3riblock”), a company incorporated in Delaware on October 15, 2018, and a wholly-owned subsidiary under Rokk3r Ops. · Ai Venture Builder, Inc. (“Ai VB”), a company incorporated in Delaware on March 22, 2019, and a variable interest entity under Rokk3r Ops. · Cargologik, Inc. (“Cargologik”), a company incorporated in Delaware on May 3, 2019, and a variable interest entity under Rokk3r Ops.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2019
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for interim financial information, which includes unaudited condensed consolidated financial statements of the Company, and its wholly owned and majority owned subsidiarieswhich are inactive as ofMarch 31, 2019, except Rokk3r Ops and variable interest entities (“VIE”) for which the Company has been determined to be the primary beneficiary. All intercompany transactions and balances have been eliminated. In the opinion of management, all adjustments necessary to present fairly our financial position, results of operations, and cash flows as of March 31, 2019 and 2018, and for the periods then ended, have been made. Those adjustments consist of normal and recurring adjustments. Certain information and note disclosures normally included in our annual consolidated financial statements prepared in accordance with generally accepted accounting principles have been omitted. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2018 and footnotes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on April 1, 2019. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the results to be expected for the full year. The Company consolidates its wholly-owned and majority-owned subsidiaries, and entities that are VIE where Rokk3r Ops is determined to be the primary beneficiary. The Company’s consolidated financial statements include the accounts of: Rokk3r Inc, Rokk3r Ops, Rokk3r Ai, B3riblock, and Ai VB (collectively the “Company”). All significant intercompany accounts and transactions have been eliminated in consolidation. Variable Interest Entities In accordance with the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) 810-10-25-22 – Variable Interest Entity A VIE must be consolidated only by its primary beneficiary, which is defined as the party who, along with its affiliates and agents, has both the: (i) power to direct the activities that most significantly impact the VIE’s economic performance; and (ii) obligation to absorb the losses of the VIE or the right to receive the benefits from the VIE, which could be significant to the VIE. Rokk3r Ops determines whether it is the primary beneficiary of a VIE by considering qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of its investment; the obligation or likelihood for Rokk3r Ops or other interests to provide financial support; consideration of the VIE’s purpose and design, including the risks the VIE was designed to create and pass through to its variable interest holders and the similarity with and significance to the business activities of Rokk3r Ops and the other interests. Rokk3r Ops reassesses its determination of whether it is the primary beneficiary of a VIE each reporting period. Significant judgments related to these determinations include estimates about the current and future fair value and performance of investments held by these VIE and general market conditions. The Company evaluates its investments and financings, including investments in unconsolidated ventures and securitization financing transactions to determine whether each investment or financing is a VIE. Rokk3r Ops analyzes new investments and financings, as well as reconsideration events for existing investments and financings, which vary depending on type of investment or financing. Ai Venture Builder, Inc. (“Ai VB”) is an entity which was determined to be a VIE, in accordance with ASC 810-10-25-22, Non-Controlling Interest On February 11, 2019, Rokk3r Ai, a wholly-owned subsidiary of Rokk3r Ops, sold 12.5% ownership of Rokk3r Ai to an investor. As a result of this transaction Rokk3r Ops’ ownership and voting interest decreased from 100% to 87.5% (see Note 5). Variable interest entities On March 26, 2019, Rokk3r Ops entered into a Subscription Agreement (the “Subscription Agreement”) with Ai VB, to purchase equity in Ai VB which gave Rokk3r Ops a 50% equity ownership (see Note 5). The Company presented non-controlling interest from the majority-owned subsidiary and VIE as a component of equity on the Company’s unaudited condensed consolidated balance sheets under “Non-controlling interest in consolidated subsidiary and VIE” and reported non-controlling interest net income or loss under “Net (income) loss allocated to non-controlling interest in consolidated subsidiary and VIE” in the unaudited condensed consolidated statements of operations based on the respective non-controlling interest ownership as of March 31, 2019. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates for the three months ended March 31, 2019 and December 31, 2018 include the assumptions used in assessing impairment of investments, allowances on uncollectible accounts receivable, useful life of property and equipment, valuation allowances for deferred tax assets, and the fair value of the account receivable, non-cash equity transactions and stock-based compensation. Cash and Cash Equivalents For the purposes of the consolidated statements of cash flows, the Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at March 31, 2019 and December 31, 2018, respectively. The Company maintained its cash in various financial institutions during the three months ended March 31, 2019. Balances were insured up to Federal Deposit Insurance Corporation limits. Accounts Receivable Accounts receivable are stated at their net realizable value. The Company reviews its accounts to estimate losses resulting from the inability of its customer to make required payments. Any required allowance is based on specific analysis of past due accounts and considers historical trends if write-offs. Past due is based on how recently payments have been received from customers. The Company’s collection experience has been favorable reflecting a limited number of customers. During the three months ended March 31, 2019, the Company recovered $107,779 of account receivable previously written off which reduced the allowance for bad debt balance. As of March 31, 2019, and December 31, 2018, the recorded allowance for bad debt were $41,203 and $148,982, respectively. Fair Value of Financial Instruments ASC 825, “Disclosures about Fair Value of Financial Instruments,” requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2019 and December 31, 2018. The carrying amounts reported in the balance sheets for accounts receivable, prepaid expenses, accounts payable, accrued expenses, convertible note payable, note payable and amounts due to parent company approximate their fair market value based on the short-term maturity of these instruments. Property and Equipment Property are stated at cost and are depreciated using the straight-line method over their estimated useful lives, which range from three to five years. Leasehold improvements are depreciated over the shorter of the useful life or lease term including scheduled renewal terms. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Investments The method of accounting applied to long-term investments, whether consolidated, equity or cost, involves an evaluation of the significant terms of each investment that explicitly grant or suggest evidence of control or influence over the operations of the investee and also includes the identification of any variable interests in which the Company is the primary beneficiary. Cost Method The Company accounts for investments in which the Company does not have the ability to exercise significant influence over operating and financial matters using the cost method in accordance with ASC Topic 325-20, Cost Method Investments. · Does not provide the investor with a controlling investment · Does not provide the investor with the ability to exercise significant influence · Does not have readily determinable fair values · Is not subject to other industry-specific guidance Under ASC 325-20, cost method investments are recorded initially at historical cost. Dividends on cost method investments received as part of the investor’s share of net earnings of the investee after the date of investment (i.e., a return on investment) are recorded as income. However, the investment is reduced if dividends received are in excess of the investor’s share of investee earnings (i.e., a return of investment) after the date of investment (see Note 4). Cost method investments are assessed for other-than-temporary impairments under the provisions of ASC 320 and are adjusted accordingly. Equity Method The Company accounts for investments in which the Company owns more than 20% of the investee, using the equity method in accordance with ASC Topic 323, Investments—Equity Method and Joint Ventures In accordance to ASC 323-10-35-20 through 35-22, the investor ordinarily shall discontinue applying the equity method if the investment (and net advances) is reduced to zero and shall not provide for additional losses unless the investor has guaranteed obligations of the investee or is otherwise committed to provide further financial support for the investee. An investor shall, however, provide for additional losses if the imminent return to profitable operations by an investee appears to be assured. For example, a material, nonrecurring loss of an isolated nature may reduce an investment below zero even though the underlying profitable operating pattern of an investee is unimpaired. If the investee subsequently reports net income, the investor shall resume applying the equity method only after its share of that net income equals the share of net losses not recognized during the period the equity method was suspended. Equity and cost method investments are classified as investments in the accompanying consolidated balance sheets. The Company periodically evaluates its equity and cost method investments for impairment due to declines considered to be other than temporary. If the Company determines that a decline in fair value is other than temporary, then a charge to earnings is recorded as an impairment loss in the accompanying consolidated statements of operations. Based on an impairment analysis, the Company did not record any impairment loss related to such investments during the three months ended March 31, 2019 and 2018. Impairment of Intangible Assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes impairment losses when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. For the three months ended March 31, 2019 and 2018, the Company recorded $28,900 and $0 impairment loss (see Note 5). Revenue Recognition In May 2014, FASB issued an update Accounting Standards Update ("ASU") ("ASU 2014-09") establishing ASC Topic 606, Revenue from Contracts with Customers The services that are offered are focused on education, consulting (“Think Phases”), development (“Co-build”) and growth (“Scale”). The Company provides services to help entrepreneurs and business professionals to innovate and create high growth companies through training, mentorship, and access to our global network of advisors, investors and business builders (“Education Services”). Revenue is recognized when the Company performs services pursuant to its agreements with customers and collectability is reasonably assured. If at the outset of an arrangement, the Company determines that collectability is not reasonably assured, revenue is deferred until the earlier of when collectability becomes probable or the receipt of payment. If there is uncertainty as to the customer’s acceptance of the Company’s deliverables, revenue is not recognized until the earlier of receipt of customer acceptance or expiration of the acceptance period. If at the outset of an arrangement, the Company determines that the arrangement fee is not fixed or determinable, revenue is deferred until the arrangement fee becomes estimable, assuming all other revenue recognition criteria have been met. Redeemable Preferred Stock Redeemable preferred stock (i.e., redeemable upon the occurrence of an event) and preferred stock that is redeemable (outside the control of the issuer), including those instruments that are redeemable at the option of the holder, are required to be present in mezzanine equity. Mezzanine equity is presented after liabilities and before stockholders’ equity on the balance sheet. The purpose of this classification is to convey that such a security may not be permanently part of equity and could result in a demand for cash or other assets of the entity in the future. Pursuant to ASC 480-10-S99, the Company presents redeemable securities that are classified as mezzanine equity separate from all other stockholders’ equity accounts that are classified as permanent equity (e.g., non-redeemable preferred, common stock, and retained earnings). The Company sold 4,085,938 shares of Series B Preferred for net proceeds of $2,615,000, or $0.64 per preferred share, during the year ended December 31, 2018 which is classified in mezzanine equity under “Redeemable Preferred Stock” (see Note 7). Basic (Loss) Income per Common Share Basic (loss) income per share is calculated by dividing the net (loss) income attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted (loss) income per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings (loss) of the Company. Diluted (loss) income per share is computed by dividing the (loss) income available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless such dilutive potential shares would result in anti-dilution. As of March 31, 2019, and 2018, potentially dilutive securities consisted of the following: March 31, 2019 2018 Convertible debt — 281,805 Series B Preferred Stock 4,085,938 — 4,085,938 281,805 Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation –Stock Compensation, ), Improvements to Employee Share-Based Payment Accounting Through March 31, 2018, pursuant to ASC 505-50 – “Equity-Based Payments to Non-Employees Improvements to Nonemployee Share-Based Payment Accounting, Leases In February 2016, the FASB issued ASU 2016-02, Leases On January 1, 2019, the Company adopted ASU No. 2016-02, applying the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assessed whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less. Operating lease ROU assets represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company use an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the consolidated statements of operations. As of March 31, 2019, the Company did not have any operating or capital lease. Segment Reporting During the three months ended March 31, 2019 and 2018, the Company operated in one business segment. Reclassifications The Company segregated the compensation, legal and professional expense and for the three months ended March 31, 2019 in separate line items in the operating expense section of the accompanying unaudited condensed consolidated statement of operations and conformed the presentation of the same for three months ended March 31, 2018, for comparative presentation. Recent Accounting Pronouncements In November 2018, the FASB issued ASU 2018-18— Collaborative Arrangements 1. Clarify that certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606 when the collaborative arrangement participant is a customer in the context of a unit of account. In those situations, all the guidance in Topic 606 should be applied, including recognition, measurement, presentation, and disclosure requirements. 2. Add unit-of-account guidance in Topic 808 to align with the guidance in Topic 606 (that is, a distinct good or service) when an entity is assessing whether the collaborative arrangement or a part of the arrangement is within the scope of Topic 606. 3. Require that in a transaction with a collaborative arrangement participant that is not directly related to sales to third parties, presenting the transaction together with revenue recognized under Topic 606 is precluded if the collaborative arrangement participant is not a customer For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. Early adoption is permitted, including adoption in any interim period, (1) for public business entities for periods for which financial statements have not yet been issued and (2) for all other entities for periods for which financial statements have not yet been made available for issuance. An entity may not adopt the amendments earlier than its adoption date of Topic 606. The amendments in this Update should be applied retrospectively to the date of initial application of Topic 606. An entity should recognize the cumulative effect of initially applying the amendments as an adjustment to the opening balance of retained earnings of the later of the earliest annual period presented and the annual period that includes the date of the entity’s initial application of Topic 606. An entity may elect to apply the amendments in this Update retrospectively either to all contracts or only to contracts that are not completed at the date of initial application of Topic 606. An entity should disclose its election. An entity may elect to apply the practical expedient for contract modifications that is permitted for entities using the modified retrospective transition method in Topic 606. The Company is currently evaluating the effect on its consolidated financial statements.

GOING CONCERN

GOING CONCERN	3 Months Ended
	Mar. 31, 2019
GOING CONCERN
NOTE 3 - GOING CONCERN	The Company’s unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. As reflected in the accompanying condensed consolidated financial statements, for the three months ended March 31, 2019, the Company had a net loss of $772,097 and net cash used in operations was $317,750, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance date of this report. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. These consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

INVESTMENTS

INVESTMENTS	3 Months Ended
	Mar. 31, 2019
INVESTMENTS
NOTE 4 - INVESTMENTS	Investment in Rokk3r Labs, LLC. On April 30, 2017, the Company completed a purchase of a non-controlling 18.72% membership interest in Rokk3r Labs for a purchase price of $1,000,000 (provided at the direction of an entity controlled by Una Taylor for the benefit of the Company) and the issuance of 9,677,208 shares of its common stock valued at $12,386,826 or $1.28 per share. Rokk3r Labs is a venture builder and operator of a ‘co-building’ platform for entrepreneurs, corporations and investors to create exponential startups. As a result of the closing of the transactions, Rokk3r Labs acquired control of the Company from Ms. Taylor. Following the closing, Rokk3r Labs owned 89.41% of the Company’s outstanding shares of common stock. Accordingly, the Company became a majority-owned subsidiary of Rokk3r Labs. In connection with the transactions and recapitalization of the Company, in December 2017, the Company wrote down its investment in Rokk3r Labs to $1,000,000 to reflect the cash purchase price. Accordingly, during the year ended December 31, 2017, the Company recorded an impairment loss of $12,386,826, which amount is attributable to the Company’s common stock issued to Rokk3r Labs. At March 31, 2019 and December 31, 2018, the Company’s cost method investment in Rokk3r Labs were $1,000,000 (see Note 2). Investment in Rokk3r Flamingo, Inc On December 21, 2018, Rokk3r Flamingo, Inc. (“Rokk3r Flamingo”), a wholly-owned subsidiary of Rokk3r Ops, Inc. (“Rokk3r Ops”), sold additional equity of Rokk3r Flamingo to several investors in order to raise capital and commence operation. As a result of these transactions Rokk3r Ops’ ownership and voting interest decreased from 100% to 35%. At March 31, 2019, Rokk3r Ops owned 35% of Rokk3r Flamingo and accounts for the investment in Rokk3r Flamingo under the equity method of accounting in accordance with ASC 323 (see Note 2). Rokk3r Flamingo did not have any activity during the three months ended March 31, 2019.

NON-CONTROLLING INTEREST

NON-CONTROLLING INTEREST	3 Months Ended
	Mar. 31, 2019
NON-CONTROLLING INTEREST
NOTE 5 - NON-CONTROLLING INTEREST	Rokk3r Ai, Inc On February 11, 2019, the Rokk3r Ai entered into a Stock Purchase Agreement with a non-affiliated party , a Delaware limited liability company, pursuant to which Rokk3r Ai sold; (i)12.5% ownership or 1,000,000 shares of commons stock (the “Rokk3r Ai Stock”) of Rokk3r Ai at par value for $0.0001 per share, total amount of $100; and (ii) 45,000 shares of commons stock (the “Rokk Stock”) of Rokk3r Inc. at fair value of $0.64 per share, total amount of $28,800. In exchange for the Rokk3r Ai Stock and Rokk Stock, the Seller received intangible assets that include but are not limited to, computer code, service brand, social media accounts, customer prospect lists, and all intangible rights, including but not limited to all goodwill in or arising from the business as a going concern (collectively, the “Intangible Assets”). The total fair value of consideration amounting to $28,900 was allocated to the Intangible Assets under Rokk3r Ai. At March 31, 2019, the Company performed an impairment test of the Intangible Assets and concluded based on the information available at that time, the carrying value of the Intangible Assets were impaired. An aggregate amount of $28,900, representing the full impairment of the Intangible Assets, was charged to impairment expense during the three months ended March 31, 2019. As a result of the February 11, 2019 sale, Rokk3r Ops’ ownership and voting interest in Rokk3r Ai decreased from 100% to 87.5% retaining control over Rokk3r Ai. The Company accounted for sale of the non-controlling interest as an equity transaction in accordance with ASC 810 and no gain or loss was recognized in the accompanying unaudited condensed consolidated statement of operations. The difference between the fair value of consideration and carrying amount of the non-controlling interest resulted in “net gain” in the amount of $28,900 which was recorded in the in the equity section of the accompanying unaudited condensed consolidated balance sheet as described below. Accordingly, as of that date, the Company presented non-controlling interest as a separate component of equity on its unaudited condensed consolidated balance sheets under the heading “Non-controlling interest in consolidated subsidiary and VIE” and reported non-controlling interest net income or loss under the heading “Net (income) loss allocated to non-controlling interest in consolidated subsidiary and VIE” in the unaudited condensed consolidated statements of operations based on its 12.5% ownership and was adjusted to reflect the change in ownership interest in the subsidiary as of March 31, 2019. Ai Venture Builder, Inc. On March 26, 2019, Rokk3r Ops entered into a Subscription Agreement which was amended on May 14, 2019 (collectively the “Subscription Agreement”) with Ai VB, a Delaware corporation incorporated on March 22, 2019. In connection with the Subscription Agreement, the Company purchased founder shares of Ai VB consisting of; (i) 1,250,000 shares of Ai VB common stock at par value of $0.0001 per share; (ii) one share of Ai VB Series B Preferred Stock (“Series B Preferred”) at $1.00 per share which represent 100% of the authorized Series B Preferred and has voting rights equal to the number of outstanding common stock multiplied by nine; and (iii) 250,000 shares of Ai VB Series C Preferred Stock (“Series C Preferred”) at par value of $0.0001 per share which represent 25% of the authorized Series C Preferred, convertible into shares of common stock in the ratio of one-to-one and has one voting right per share (collectively the “Ai VB Shares”), for an aggregate purchase price $151. The Ai VB Shares purchased gave Rokk3r Ops a 50% equity ownership in Ai VB. The Series B Preferred provided Rokk3r Ops power and rights to elect one director to serve on the three-member Board of Directors of Ai VB (the “Ai VB Board”). On March 29, 2019, Ai VB entered into a Subscription Agreement with a non- affiliated investor (“Investor”) to purchase shares of Ai VB consisting of; (i) 1,250,000 shares of Ai VB common stock at $0.50 per share or $625,000; (ii) one share of Ai VB Series A Preferred Stock (“Series A Preferred”) at par value of $1.00 per share which represent 100% of the authorized Series A Preferred and has voting rights equal to the number of outstanding common stock multiplied by nine; and (iii) 250,000 shares of Ai VB Series C Preferred Stock (“Series C Preferred”) at $0.50 per share, or $125,000, which represent 25% of the authorized Series C Preferred, convertible into shares of common stock in the ratio of one-to-one and has one voting right per share (collectively the “Ai VB Shares”), for an aggregate purchase price $750,000. The Ai VB Shares purchased gave the Investor a 50% equity ownership in Ai VB. The Series A Preferred gave the Investor power and rights to elect two directors to serve on the three-member Board of Directors of Ai VB Board. Subsequent to the three months ended March 31, 2019, the Company received $750,000 of proceeds from this sale of non-controlling interest. Provisions in the Ai VB’s Articles of Incorporation and Bylaws set forth the Ai VB Board’s power and authority to decide, by majority votes, over the Ai VB’s operations through, but not limited to; (i) election/appointment or removal of officers; (ii) determine salaries or other compensation of officers and directors; (iii) designate committees; and (iv) change the number of directors. Furthermore, there were no provisions in Ai VB’s Articles of Incorporation or Bylaws for veto rights that would allow an Ai VB Board member to block significant decision without their consent and there was no operating agreement between Ai VB and its investors. The voting power for appointing two-thirds of the Ai VB Board members, provided by the Series A Preferred, granted the non-affiliated investor significant influence over Ai VB. In accordance with ASC 810-10-25-22 – Variable Interest Entity, During the three months ended March 31, 2019, Rokk3r Ops provided services to Ai VB in the amount of $250,000 which was eliminated in consolidation in accordance with ASC 810. The effects of consolidating Ai VB as of March 31, 2019 had no impact on the Company’s financial position or results of operations. Non-controlling interest balance reconciliation (restated): Beginning balance, January 1, 2019 $ — Equity allocated to non-controlling interest for quarter ended March 31, 2019 3,613 Loss allocated to non-controlling interest for quarter ended March 31, 2019 (128,656 ) Balance at March 31, 2019 $ (125,043 )

CONVERTIBLE PROMISSORY NOTE

CONVERTIBLE PROMISSORY NOTE	3 Months Ended
	Mar. 31, 2019
CONVERTIBLE PROMISSORY NOTE
NOTE 6 - CONVERTIBLE PROMISSORY NOTE	On April 27, 2017, the Company entered into Securities Purchase Agreements with Firstfire Global Opportunities Fund, LLC (“Firstfire”) for the sale of a convertible promissory note in aggregate principal amount of $330,000 (the “Firstfire Note”). On April 27, 2017, in connection with the Firstfire Note, the Company issued Firstfire 250,000 shares of its common stock as additional consideration for the purchase of the Firstfire Note. On November 15, 2017, the Company entered into a Settlement Agreement and Stipulation (the “Settlement Agreement”) with Firstfire, pursuant to which the Company agreed to issue common stock to Firstfire in exchange for the settlement of $330,000 for the principal amount of the promissory note issued by the Company to Firstfire on Firstfire Note, plus $100,000 (the “Settlement Amount”) as provided for in the Firstfire Note. On November 28, 2017, the Circuit Court of Broward County, Florida (the “Court”), entered an order (the “Firstfire Order”) approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”), in accordance with a stipulation of settlement, pursuant to the Settlement Agreement, in the matter entitled Firstfire Global Opportunities Fund, LLC v. Eight Dragons Company (Case No. CACE-17-019524 (Div. 25) (the “Firstfire Action”). Firstfire commenced the Firstfire Action against the Company to recover the Settlement Amount (the “Firstfire Claim”) pursuant to the Firstfire Note. The Settlement Agreement became effective and binding upon the execution of the Firstfire Order by the Court on November 15, 2017. The Company’s obligations under the Firstfire Note were governed by and were replaced by the Company’s obligations under the Settlement Agreement. On June 15, 2018, the Company and Firstfire entered into an Amendment to Settlement Agreement and Stipulation (the “Firstfire Amendment”) to amend the Settlement Agreement entered into on November 15, 2017. Pursuant to the terms of the Firstfire Amendment, the Company agreed to issue to Firstfire 1,000,000 shares (the “Settlement Shares”) of the Company’s common stock in full settlement of the claims set forth in the Settlement Agreement. The amount of Settlement Shares includes 250,000 shares of common stock previously issued to Firstfire in 2017 and an additional 750,000 shares to be issued by the Company upon approval of the Firstfire Amendment by the Court. The Company and Firstfire submitted the Firstfire Amendment to the Court for a hearing on the fairness of such terms and conditions, and the issuance exempt from registration of the Settlement Shares. The Firstfire Amendment became effective on July 9, 2018, when it was approved by the Court and the Company became obligated to issue the Settlement Shares, with such shares to be issued as freely trading securities pursuant to Section 3(a)(10) of the Securities Act. In addition, upon issuance of the Settlement Shares, Firstfire entered into an 18 month lock up agreement whereby it agreed not to sell any shares of the common stock it beneficially owns except as follows: (i) 25,000 shares during each consecutive month for a period of three consecutive months which commenced on the first full month after the date the Firstfire Amendment is approved by the Court (the “Order Date”), (ii) 50,000 shares per month for a period of three consecutive months commencing on the fourth month after the Order Date; (iii) 75,000 shares per month for a period of three consecutive months which commenced on the seventh month after the Order Date; and (iv) 100,000 shares each month for a period of three months which commenced on the tenth month after the Order Date. If, however, the dollar value of shares sold by Firstfire during the 18-month lock-up period exceeds $500,000, then the number of shares that may be sold during each month during the six consecutive months after such period shall be limited to 40,000. During the year ended December 31, 2018, 750,000 shares of the Company’s common were issued, in addition to the 250,000 shares of common stock issued in 2017, pursuant to the Settlement Agreement and Firstfire Amendment. The Firstfire Note had no outstanding principal and interest as of December 31, 2018. The shares of common stock comprising the Settlement Shares were issued in reliance upon the exemption from securities registration afforded by the provisions of Section 3(a)(10) of the Securities Act.

SERIES B REDEEMABLE CONVERTIBLE

SERIES B REDEEMABLE CONVERTIBLE PREFERRED STOCK	3 Months Ended
	Mar. 31, 2019
SERIES B REDEEMABLE CONVERTIBLE PREFERRED STOCK
NOTE 7 - SERIES B REDEEMABLE CONVERTIBLE PREFERRED STOCK	On July 26, 2018, the Company entered into a Stock Purchase Agreement with an accredited investor pursuant to which, at closing, the Company agreed to issue and sell to that investor up to 4,687,500 shares of its Series B Convertible Preferred Stock, $0.0001 par value (“Series B Preferred”) at a price of $0.64 per share for an aggregate of $3,000,000. An aggregate of 3,906,250 shares will be issued and sold in five monthly tranches of at least 781,250 shares ($500,000) each, which commenced on July 27, 2018, the initial closing date, for an aggregate of $2,500,000. After the earlier of the four-month period after the initial closing date or the sale of 3,906,250 shares and not later than six months after the date of the initial closing, the investor may, but shall not be obligated to, purchase from the Company in a single closing, up to an additional 781,250 shares, not previously sold and never to exceed the number of Series B Preferred, at a price of $0.64 per share. In connection with the Company’s obligations under the Stock Purchase Agreement, the Company and its parent, Rokk3r Labs, entered into a Security and Pledge Agreement. Pursuant to the terms of this agreement, Rokk3r Labs pledged as collateral security for the payment, performance and observance of all of the Company’s obligations under Security and Pledge Agreement, the Stock Purchase Agreement, the Investor Rights Agreement, and the Series B Preferred, securities owned by Rokk3r Labs with a value of approximately $16,000,000 (the “Collateral”). Rokk3r Labs may transfer any of its interests in the Collateral so long as the Company or Rokk3r Labs, at their option, (i) add the proceeds of such transfer to the Collateral or (ii) promptly pledge a first priority security interest in one or more securities identified in the Security and Pledge Agreement that have an aggregate value equal to or greater than the value of such proceeds, provided, however, (x) no replacement collateral shall be required unless the aggregate value of the then-remaining Collateral decreases below an amount that is equal to three (3) times the amount invested and (y) any such reserve equity interests used as replacement collateral shall be subject to the investor’s prior approval (not to be unreasonably withheld or delayed). Upon a default under the terms of the Security and Pledge Agreement, the Stock Purchase Agreement, the Investor Rights Agreement, or the Series B Preferred, the investor may, among other things, collect or take possession of the Collateral, proceed with the foreclosure of the security interest in the Collateral or sell, lease or dispose of the Collateral. The pledge of the Collateral shall (a) remain in full force and effect until (i) the Company has acquired 75% of Rokk3r Labs’ current ownership interests in the aggregate in the entities that make up the reserved equity interests and the Collateral, or (ii) 75% of the shares of Series B Preferred owned by the investor have been converted into the Company’s common stock or have been redeemed by the investor. In connection with the Company’s obligations under the Stock Purchase Agreement, we entered into an Investor Rights Agreement with the investor. Pursuant to the terms of this agreement, the Company agreed to, among other things, file a registration statement covering the investor’s resale of the common stock underlying the Series B Preferred (to the extent such shares are registrable under the Securities Act) within 60 days following demand by such investor, with such demand right permitted any time after 180 days after the effective date of a registration statement related to the Company’s first underwritten public offering of the Company’s common stock under the Securities Act (an “IPO”). In addition, the Company agreed to register such shares if the Company files a registration statement in connection with a public offering of its securities for cash. So long as the investor holds 75% of the Series B Preferred, the investor has similar demand registration rights if at any time we are eligible to use a Form S-3. All registration rights are subject to cut back to the extent the Company’s Chief Executive Officer makes a good faith determination that a registration statement would interfere with certain corporate events identified in such agreement. The investor has certain information, observer and inspection rights which permit such investor to receive certain financial statements on a periodic basis, budget and business plan information annually and such other information as the investor shall reasonably request. The investor is entitled to appoint two representatives to become members of the Company’s strategic advisory board for a period of no less than two years after the initial issuance of the Series B Preferred. The advisory board will be established by the Company’s Board to offer them and the Company strategic ideas and advice regarding potential businesses expansion and strategy of the Company as mandated from time-to-time by the Board, including development and location of Rokk3r Hubs, opportunity identification, pilot program identification and execution, deal origination, acquisitions and mergers and representation of the Company and its brand. The Company agreed to compensate the investor for the participation by its designees on the Company’s advisory board by issuing the investor 300,000 shares of the Company’s restricted common stock, with 50% of such shares vesting twelve months after the issuance date of the Series B Preferred and the 50% remaining balance vesting twenty-four months after the issuance date of the Series B Preferred, so long as at least one investor designee is a member of the advisory board at the time of vesting. In addition, the investor or its affiliates are entitled to, without additional charge, certain corporate educational services the Company provides to its clients. On July 26, 2018, the Company filed a certificate of designation, preferences and rights of Series B Preferred stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada to designate 4,687,500 shares of our previously authorized preferred stock as Series B Preferred stock. The Certificate of Designation and its filing was approved by the Company’s Board of Directors on July 26, 2018 without shareholder approval as provided for in the Company’s articles of incorporation and under Nevada law. The Certificate of Designation includes: · the original issue price of each share is $0.64 (the “Original Issue Price”), · the shares are entitled to one vote for each share of common stock that such shares of Series B Preferred are convertible into, the shares do not pay dividends, · each share is convertible into shares of our common stock at a conversion rate of one share of common stock for each share of Series B Preferred, subject to adjustment as hereinafter set forth. In the event of a breach by us of the rights, preferences, powers, restrictions and limitations of the Series B Preferred, then the number of shares of our common stock issuable upon conversion will be increased to 1.1 shares of common stock for each share of Series B Preferred and the holder may exercise its redemption rights discussed below, · the conversion price of the Series B Preferred is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events. In addition, the conversion price is subject to adjustment if we issue or sell shares of our common stock in one or more capital-raising transactions which results in gross proceeds to us of more than $500,000 at a purchase price per share of less than $0.64. If this event should occur, the number of shares of our common stock issuable upon conversion is increased on a pro-rata basis, and · the holder of the Series B Preferred has the right to elect to have all or any portion of the then outstanding shares of Series B Preferred redeemed by us at any time and from time to time on or after 18 months following the issuance of 3,906,250 shares or after any breach of the rights, preferences, powers, restrictions and limitations of the Series B Preferred for a price per share equal to 122.5% of the Original Issue Price, as adjusted. The information, observer, inspection and advisory board rights will terminate (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or (iii) upon the closing of a deemed liquidation event (as defined in the Investor Rights Agreement), whichever event occurs first. The Series B Preferred is convertible into the Company’s common stock and/or redeemable at any time at the option of the holder or the Company in the events not controlled by the Company. The Company has classified the Series B Preferred mezzanine equity in the accompanying consolidated balance sheet in accordance with ASC 480 -" Distinguishing Liabilities from Equity During the year ended December 31, 2018, the Company sold 4,085,938 shares of the Series B Preferred for net proceeds of $2,615,000 or $0.64 per preferred. As of March 31, 2019, and December 31, 2018, 4,085,938 shares of Series B Preferred were issued and outstanding. The Company also recorded a redemption premium of $104,419 in connection with the issuance of the Series B Preferred during the year ended December 31, 2018 and $102,312 during the three months ended March 31, 2019, for an aggregate redemption premium of $206,731.

SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY	3 Months Ended
	Mar. 31, 2019
[SHAREHOLDERS' EQUITY]
NOTE 8 - SHAREHOLDERS' EQUITY	Shares Authorized On March 8, 2018, the Company filed Amended and Restated Articles of Incorporation (the “Amended and Restated Articles”) with the Nevada Secretary of State to increase our authorized capital from 150,000,000 shares to 550,000,000 shares of which 500,000,000 will be common stock, par value $0.0001 per share (the “Common Stock”) and 50,000,000 will be preferred stock, par value $0.0001 per share (the “Preferred Stock”). On July 26, 2018, we filed the Certificate of Designation to designate 4,687,500 shares of our previously authorized preferred stock as Series B Convertible Preferred stock (“Series B Preferred”). Preferred Stock Series A Preferred: Non-Convertible Preferred Stock Effective on April 12, 2017, in conjunction with the filing of the amendment to the Company's Articles of Incorporation with the Nevada Secretary of State, specifically a Certificate of Designation, the Company amended its Articles of Incorporation to designate 1,000,000 shares of its authorized preferred stock as Series A Preferred with specific rights and preferences including the provision that each share of the Series A Preferred shall have one thousand votes on all matters presented to be voted by the holders of common stock. The Series A Preferred is not convertible to common stock. As of March 31, 2019, and December 31, 2018, there were no outstanding shares of Series A Preferred stock. Series B Preferred: Redeemable Convertible Preferred Stock On July 26, 2018, the Company filed the Certificate of Designation with the Nevada Secretary of State to designate 4,687,500 shares of our previously authorized preferred stock as Series B Preferred. The Certificate of Designation and its filing was approved by the Company’s Board of Directors on July 26, 2018 without shareholder approval as provided for in the Company’s articles of incorporation and under Nevada law. The Series B Preferred is convertible into the Company’s common stock and/or redeemable at any time at the option of the holder or the Company in the events not controlled by the Company. The Company has classified the Series B Preferred as mezzanine equity in the accompanying consolidated balance sheet in accordance with ASC 480 - Distinguishing Liabilities from Equity Common Stock During the three months ended March 31, 2019, the Company issued: · 45,000 shares of common stock of Rokk3r Inc., at fair value of $0.64 per share or $28,800, to an investor pursuant to the sale of non-controlling interest of a consolidated subsidiary (see Note 5). Common Stock Issuable During the three months ended March 31, 2019, the Company issued: · 50,000 shares of common stock of Rokk3r Inc., at fair value of $0.64 per share or $32,000, to a consultant pursuant to a consulting agreement. The Company expensed the fair value of $32,000 as stock-based compensation. Equity Compensation Plans 2017 Omnibus Equity Compensation Plan On April 12, 2017, the Board adopted the 2017 Omnibus Equity Compensation Plan and reserved 5,000,000 shares of common stock for future issuance under the 2017 Omnibus Equity Compensation Plan. As of March 31, 2019, and December 31, 2018, grants have been made under the 2017 Omnibus Equity Compensation Plan. 2018 Equity Incentive Plan On March 7, 2018, the Board approved, and on March 28, 2018, our shareholder approved, by written consent, the 2018 Equity Incentive Plan. The 2018 Equity Incentive Plan is intended to make available incentives that will assist us to attract, retain and motivate employees, including officers, consultants and directors. We may provide these incentives through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and units and other cash-based or stock-based awards. A total of 15,000,000 shares of the Company’s common stock were reserved under the 2018 Equity Incentive Plan. The shares authorized under the 2018 Equity Incentive Plan automatically increase on January 1, 2019 and each subsequent anniversary through 2028, by an amount equal to the smaller of (a) 3% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or (b) an amount determined by the Board. As of March 31, 2019, and December 31, 2018, no grants have been made under the plan. Approved Grant of Common Stock as Incentive for Employees and Contractors On November 16, 2018, our Board approved the grant of stock-based awards of its common stock by Rokk3r Ops Inc. as signing bonuses to attract innovative, creative and experience individuals to join by Rokk3r Ops Inc. in the aggregate amount of not more than $352,000, represented by 550,000 shares, to be vested as per an agreed upon vesting schedule (the “Vesting Date”). At Vesting Date, the shares shall be issued; notwithstanding the foregoing, the Board may at any time accelerate the Vesting Date. As of March 31, 2019, and December 31, 2018, although the share issuances were approved, no shares pursuant to the foregoing have been issued.

CONCENTRATIONS

CONCENTRATIONS	3 Months Ended
	Mar. 31, 2019
CONCENTRATIONS
NOTE 9 - CONCENTRATIONS	Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash deposits. The Company maintains its cash in financial institutions in the United States for which balances are insured up to Federal Deposit Insurance Corporation limits of $250,000 per account. At March 31, 2019 and December 31, 2018, the Company had a cash balance of $1,942,032 and $2,297,902, respectively. The Company has not experienced any losses in such accounts through March 31, 2019. Concentrations of Revenue · During the three months ended March 31, 2019, the Company had revenue $885,008 of which 15%, 14%, 13%, 13% and 12% were from fiveof the Company’s customers. · During the three months ended March 31, 2018, the Company did not have any revenue. A reduction in revenue from or loss of such customers would have a material adverse effect on the Company’s consolidated results of operations and financial condition. Concentrations of Accounts Receivables · During the three months ended March 31, 2019, the Company had net accounts receivables of $499,230 of which 38% and 12% were from two of the Company’s customers. · During the year ended December 31, 2018, the Company had net account receivable of $400,182 of which 42% was from a customer.

RELATED-PARTY TRANSACTIONS

RELATED-PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2019
RELATED-PARTY TRANSACTIONS
NOTE 10 - RELATED-PARTY TRANSACTIONS	Due from Parent Company During the three months ended March 31, 2019, the Company advanced Rokk3r Labs, its controlling shareholder, approximately $35,400 primarily for their share of the office lease for the three months ended March 31, 2019. The advances are non-interest bearing and are payable on demand. At March 31, 2019 and December 31, 2018, the Company had $110,506 and $75,138 receivable balance from Rokk3r Labs, respectively. Collaboration Agreement – Parent Company On April 9, 2018, the Company entered into a collaboration agreement with Rokk3r Labs, the Company’s controlling shareholder (the “Collaboration Agreement”). Under the terms of the Collaboration Agreement, initially, Rokk3r Labs will provide the following services to the Company on a non-exclusive, as-needed basis: delivery support of products such as consultancy services and software development services; sales support and promotion for company building and consulting services; and promotional activity, events, branding, and marketing. Once the Company is ready to undertake some or all of these activities, Rokk3r Labs will narrow down the services it performs on behalf of the Company. Each party, based on its cost structure, will define the fees for the services to be provided and will invoice the other party for the services actually rendered on a monthly basis. The term of the Collaboration Agreement commenced on January 1, 2018 and has a term of two years. However, the parties may, by mutual agreement, terminate the Collaboration Agreement or renew it for an additional one-year period. In connection with the Collaboration Agreement, during the three months ended March 31, 2019, the Company recorded $593,072 of consulting fees – parent company and $175,000 of prepaid expense – related party in connection with the Collaboration Agreement. In connection with the Collaboration Agreement, during the three months ended March 31, 2018, the Company recorded $750,000 of consulting fees – parent company in connection with the Collaboration Agreement. Trademark License Agreement – Parent Company On November 15, 2018, the Company entered into a Trademark License Agreement with Rokk3r Labs. Pursuant to which, Rokk3r Labs granted the Company and its subsidiaries, a limited, worldwide, non-exclusive, non-transferable, license to use the trademark ROKK3R in word form and in all style and design variations used to date by Rokk3r Labs or its authorized licensees, until November 12, 2019. The agreement may automatically renew for successive one-year terms unless terminated by either party. If a party elects not to renew the agreement, that party shall provide a notice of that intention to the other party at least 30 days prior to the renewal date. Pursuant to the agreement, the Company shall pay an annual fee of $120,000, payable on the anniversary of the effective date of the agreement. The Company recorded $45,000 in accrued expense – related party in the unaudited condensed consolidated balance sheet as of March 31, 2019, in connection with the Trademark License Agreement. Consulting Services Agreement On June 21, 2018, a Consulting Services Agreement was signed between ExO Foundation, Inc. which is owned and controlled by Salim Ismail, a member of the Board of Directors of the Company, and Rokk3r Ops for the pre-purchase of $250,000 in future services such as consultants, advisors and speakers to be rendered by ExO Foundation, Inc, or through ExO Lever Network. The services are represented in vouchers to be used in the next two years (in the event of conversion into another instrument without expiration within such two-year period) or within Ten (10) years if the vouchers are not converted into another instrument. The vouchers are transferable and assignable. Either party may terminate the consulting agreement, upon thirty (30) days’written notice to the other party. If Rokk3r Ops early terminates the agreement, any prepaid services would be non-refundable and shall be forfeited, unless terminated due to a material breach by ExO Foundation. The $250,000 payment was recorded as prepaid expense – related party in the unaudited condensed consolidated balance sheet as of December 31, 2018. As of March 31, 2019, no service had been performed under the consulting agreement and the prepaid balance of $250,000 remained. Stock Purchase Agreement On November 2, 2018, the Company entered into a stock purchase agreement (the “SPA”) with ExO Foundation Inc., a Delaware public benefit corporation (“EXO”) which is owned and controlled by Salim Ismail, a member of the Board of Directors of the Company. Pursuant to the SPA, the Company agreed to issue and sell to EXO, 5,000,000 shares of the Company’s common stock in exchange for EXO and the Company entering into a Simple Agreement for Future Equity with Token Allocation (the “Safe-T Agreement”). Pursuant to the SPA, EXO agreed that during the 24 month period after the date of execution of the Safe-T Agreement, EXO will not directly or indirectly, sell or engage in any transaction that will result in a change in the beneficial or record ownership of 50% of the common stock issued to EXO pursuant to the SPA. Further, pursuant to the SPA, EXO agreed not to transfer any of the common stock issued to EXO pursuant to the SPA during the 24 month period after the date of execution of the Safe-T Agreement without first giving the Company written notice of such proposed transfer and allowing the Company the option to purchase the common stock at issue on the same terms as contemplated by such proposed transfer. The SPA includes customary representations, warranties and covenants by the Company and EXO and customary closing conditions. As of March 31, 2019, no shares of common stock had been issued in connection with the SPA. Safe-T Agreement On November 2, 2018, the Company and EXO which is owned and controlled by Salim Ismail, a member of the Board of Directors of the Company, entered into the Safe-T Agreement. Pursuant to the Safe-T Agreement, at EXO’s election, the Company has the right to purchase a number of units of CivX Tokens (each a “Token” and together the “Tokens”) to be used in a software network platform or application built by EXO and its affiliates, equal to the Purchase Amount, as such term is defined in the Safe-T Agreement and discussed below, divided by the Price Per Token, as such term is defined in the Safe-T Agreement and discussed below. Further, pursuant to the Safe-T Agreement, EXO agreed that if it conducts an Equity Financing as such term is defined in the Safe-T Agreement, prior to the termination of the Safe-T Agreement, EXO will issue to the Company a number of shares of EXO’s preferred stock equal to the Purchase Amount, as such term is defined in the Safe-T Agreement, divided by the price per share of the preferred stock sold by EXO in the Equity Financing. The Safe-T Agreement defines the term “Equity Financing” as a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which EXO issues and sells its preferred stock at a fixed pre-money valuation with aggregate proceeds of at least $5,000,000 (excluding any Simple Agreements for the Future Equity with Token Allocations, Simple Agreements for the Future Equity, or other convertible securities converting pursuant to the Equity Financing). The Safe-T Agreement defines the term “Purchase Amount” as follows: (a) the value of 5,000,000 shares of the Company’s common stock (the “Purchaser Shares”) to be either (i) the publicly traded price of the Purchaser Shares at the time of the calculation, with the express requirement that if the Purchaser Shares are then trading at over $3.00 then that will be the maximum value of the Purchaser Shares and if the Purchaser Shares are then trading under $0.64 then that will be the minimum value of the Purchaser Shares or (ii) if the Purchaser Shares are not publicly traded at such time, the value of such shares shall be the fair market value, up to but not exceeding $3.00 (referred to as the “Adjusted Value”); (b) with a discount rate of 85% to be applied to the Adjusted Value to determine the final value of the “Purchase Amount.” The Safe-T Agreement defines the term “Price Per Token” as the fair market value of an individual Token at the time of the Token Sale, as such term is defined in the Safe-T Agreement; provided, however, that if there is no public market for the Tokens at the time of the Token Sale, the price per Token shall be determined by an independent third party valuation firm or expert, as mutually agreed between Company and EXO. The Safe-T Agreement defines the term “Token Sale” as a bona fide transaction or series of transactions in which EXO elects to sell all of the Tokens to the Company pursuant to the Safe-T Agreement. The Safe-T Agreement will terminate upon either the earlier of the following (i) the issuance of all of the Tokens by EXO to the Company pursuant to the Safe-T Agreement (ii) the issuance of all of the shares in the Equity Financing pursuant to the Safe-T Agreement (iii) upon payment by EXO to the Company in the event of an occurrence of a Dissolution Event or Liquidity Event, as such terms are defined in the Safe-T Agreement or (iv) 24 months after the date of execution of the Safe-T Agreement. The Safe-T Agreement defines the term “Liquidity Event” as a change of control of EXO or an initial public offering by EXO. The Safe-T Agreement defines the term “Dissolution Event” as (i) a voluntary termination of operations of EXO; (ii) a general assignment for the benefit of EXO’s creditors; or (iii) any other liquidation, dissolution or winding up of EXO (excluding a Liquidity Event), whether voluntary or involuntary. Upon the occurrence of a Liquidity Event or a Dissolution Event, EXO will have to pay the Company a cash amount equal to the Purchase Amount. Upon the occurrence of the termination of the Safe-T Agreement pursuant to the 24-month expiration EXO will have to deliver to the Company either the Purchaser Shares, cash in an amount equal to the Purchase Amount or an amount of equity in EXO equal to the Purchase Amount. Pursuant to the Safe-T Agreement, the Company agreed that if Tokens are issued to the Company pursuant to the Safe-T Agreement, that the Company would not transfer 50% of such Tokens for a period of 12 months from the issuance of the Tokens. The Safe-T Agreement includes customary representations, warranties and covenants by the Company and EXO. As of March 31, 2019, the Company had not received any proceeds or issued shares in connection with the Safe-T Agreement.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2019
COMMITMENTS AND CONTINGENCIES
NOTE 11 - COMMITMENTS AND CONTINGENCIES	Park Road Solutions, LLC and Jordan Fishman On June 1, 2017, the Company, Eight Dragons Acquisition I, Inc., Park Road Solutions, Inc. (“Park Road”) and Jordan Fishman ostensibly signed an Agreement and Plan of Merger and Reorganization (the “Park Road Merger Agreement”) to acquire all of the issued and outstanding common shares of Park Road from Mr. Fishman in exchange for 80,000 shares of the Company’s common stock (the “Park Road Acquisition”). The Company rescinded the Park Road Merger Agreement, ab initio, due to, among other things, its legal insufficiency, a lack of consideration on the part of Mr. Fishman and Park Road and their failure to fulfill their obligations as provided for in the Merger Agreement. On May 8, 2017, the Company’s transfer agent issued 1,150,000 shares of its common stock in the name of Jordan Fishman in anticipation of acquiring an entity owned or controlled by Mr. Fishman. The plan to acquire the entity was abandoned prior to closing and the 1,150,000 shares were never delivered to Mr. Fishman and were cancelled. Mr. Fishman has disputed the Company’s right to rescind the Park Road Merger Agreement, demanded that the Company deliver the 1,150,000 shares of the Company’s common stock without providing any legal basis for such demand and further demanded reimbursement of $36,626 for services and expenses ostensibly advanced for the benefit of Park Road. The Company believes its right to rescind the Park Road Acquisition, has no legal obligation to deliver the 1,150,000 shares to Mr. Fishman and disputes his other demands. If Mr. Fishman pursues legal action against the Company, the Company intends to vigorously defend its rights against Mr. Fishman. Pending the outcome of the dispute with Mr. Fishman, the Company has reserved 1,150,000 shares of its Common Stock for possible issuance in the event of a determination by a court of law or subsequent agreement between the Company and Mr. Fishman. Sean Young Demand On May 8, 2017, the Company’s transfer agent issued 1,250,000 shares of its common stock in the name of Sean Young in anticipation of acquiring an entity owned or controlled by Mr. Young. The plan to acquire the entity was abandoned prior to closing and the 1,250,000 shares were never delivered to Mr. Young and were cancelled. On March 26, 2018, Mr. Young demanded that the Company deliver the 1,250,000 shares without providing any legal or factual basis for such demand and additionally demanded payment of $29,000 for services and expenses ostensibly advanced for the benefit of Park Road. The Company believes it has no legal obligation to deliver the 1,250,000 shares to Mr. Young and disputes his demand for payment. If Mr. Young pursues legal action against the Company, the Company intends to vigorously defend its rights against Mr. Young. Pending the outcome of the dispute with Mr. Young, the Company has reserved 1,250,000 shares of its Common Stock for possible issuance in the event of a determination by a court of law or subsequent agreement between the Company and Mr. Young. Stock Purchase Agreement On November 2, 2018, the Company entered into a SPA with EXO which is owned and controlled by Salim Ismail, a member of the Board of Directors of the Company. Pursuant to the SPA, the Company agreed to issue and sell to EXO, 5,000,000 shares of the Company’s common stock in exchange for EXO and the Company entering into the Safe-T Agreement as discussed above in Note 10. Safe-T Agreement On November 2, 2018, the Company and EXO which is owned and controlled by Salim Ismail, a member of the Board of Directors of the Company, entered into the Safe-T Agreement. Pursuant to the Safe-T Agreement, at EXO’s election, the Company has the right to purchase a number of units of Tokens to be used in a software network platform or application built by EXO and its affiliates, equal to the Purchase Amount, as such term is defined in the Safe-T Agreement, divided by the Price Per Token, as such term is defined in the Safe-T Agreement and discussed above in Note 10. Other than as set forth above, we are not presently a party to any material litigation that may have a material adverse effect on our consolidated financial position, results of operations or cash flows.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2019
SUBSEQUENT EVENTS
NOTE 12 - SUBSEQUENT EVENTS	On April 23, 2019, Rokk3r Ai’s board agreed to name Toby Matejovsky as an officer and director of Rokk3r Ai, and to enter into an employment agreement with Mr. Matejovsky. As required pursuant to the terms of the employment agreement, Rokk3r Ai granted Mr. Matejovsky 1,813,332 shares of Common Stock and 453,332 shares of Class C Stock. Also, on the same day, Rokk3r Ai board approved the sale of equity to Mr. Matejovsky and the issuance of new Class C Stock to the then existing shareholders of Rokk3r Ai. On May 7, 2019, Rokk3r Ai sold an additional 27.13% of equity to a new investor which resulted in further dilution of Rokk3r Ops’ ownership and voting interest down from 87.5% to 60.37%. On May 3, 2019, the board of directors of Rokk3r Ops approved the incorporation of a new wholly-owned subsidiary, Cargologik, Inc., which was incorporated in Delaware, and was not operational as of May 20, 2019 (see Note 1).

RESTATEMENT

RESTATEMENT	3 Months Ended
	Mar. 31, 2019
RESTATEMENT
NOTE 13 - RESTATEMENT	In connection with the preparation of the Company’s unaudited condensed consolidated financial statements for the period ended September 30, 2019, management determined that it had incorrectly accounted for its VIE as an equity method investment in its unaudited condensed consolidated financial statements for the period ended March 31, 2019 and did not consolidate its VIE in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2019, as originally filed with the SEC on May 20, 2019 (the “Original Filing”). Based on management’s analysis, in accordance with ASC 810-10-25-22 – Consolidation – Variable Interest Entities Accordingly, the Company’s unaudited condensed consolidated balance sheet at March 31, 2019 and for the three months ended March 31, 2019 and the condensed consolidated statements of operations have been restated herein. The effect of correcting this error in the Company’s condensed consolidated financial statements at March 31, 2019 and for the three months ended March 31, 2019 are shown in the table as follows: Condensed Consolidated Balance Sheet Data (Unaudited): March 31, 2019 As Previously Reported Adjustments Restated Accounts receivable, net $ 503,141 $ (3,912 ) $ 499,229 Accounts receivable - related party $ 250,000 $ (250,000 ) $ — Total Assets $ 4,268,169 $ (253,912 ) $ 4,014,257 Accrued expenses - related party $ 45,151 $ (151 ) $ 45,000 Total Liabilities $ 672,068 $ (151 ) $ 671,917 Stockholders’ Equity: Common Stock $ 10,247 $ (100 ) $ 10,147 Additional paid in capital $ 76,353,211 $ (3,513 ) $ 76,349,698 Accumulated deficit $ (75,585,537 ) $ (128,761 ) $ (75,714,298 ) Total Rokk3r, Inc Stockholders' Equity 778,026 (132,374 ) 645,652 Non-controlling interest in consolidated subsidiary and VIE (Note 5) $ (3,656 ) $ (121,387 ) $ (125,043 ) Total Stockholders’ Equity $ 774,370 $ (253,761 ) $ 520,609 Total Liabilities and Stockholders’ Equity $ 4,268,169 $ (253,912 ) $ 4,014,257 a) Decrease of accounts receivable and accounts receivable - related party of $3,912 and $250,000, respectively, from elimination of inter-company receivables as a result of consolidating the VIE. b) Aggregate decrease in total assets of $253,912 from above change as a result of consolidating the VIE. c) Decrease of accrued expenses - related party of $151 due to elimination of inter-company balance as a result of consolidating the VIE. d) Decrease of common stock of $100 due correction of common stock attributed to the Company. e) Decrease of additional paid-in-capital of $3,513 due to elimination of VIE’s paid-in-capital as a result of consolidating the VIE. f) Increase of accumulated deficit of $128,761 due to addition of VIE’s net loss attributed to the Company as a result of consolidating the VIE. g) Increase of non-controlling interest in consolidated VIE of $121,387 due to addition of VIE’s non-controlling interest attributed to the VIE as a result of consolidating the VIE. h) Aggregate increase in total liabilities and stockholders’ equity of $253,912 from above changes as a result of consolidating the VIE. Consolidated Statement of Operations (Unaudited): For the Three Months Ended March 31, 2019 As Previously Reported Adjustments Restated Revenues $ 888,920 $ (3,912 ) $ 885,008 Revenues – related party 250,000 (250,000 ) — Total Revenue $ 1,138,920 $ 253,912 (a) $ 885,008 Loss on equity method investments $ (151 ) $ 151 (b) $ — Net Loss Attributable to Common Stockholders Before Allocation to Non-controlling Interest $ (518,336 ) $ (356,073 ) (c) $ (874,409 ) Less Net Loss Allocated to Non -controlling Interest in Consolidated Subsidiary and VIE (3,656 ) (125,000 ) (d) (128,656 ) Net Loss Applicable to Rokk3r, Inc Common Stockholders $ (514,680 ) $ (231,073 ) $ (745,753 ) a) Aggregate decrease of revenues and revenues -related party for the three months ended March 31, 2019 of $253,912 due to elimination of inter-company revenue as a result of consolidating the VIE. b) Decrease of loss on equity method investments for the three months ended March 31, 2019 of $151 as a result of consolidating the VIE. c) Increase of net loss attributable to common stockholders before allocation to non-controlling interest for the three months ended March 31, 2019 of $253,761 due to the changes discussed above as a result of consolidating the VIE. Further, $102,312 is the result of Series B Preferred Stock redemption premium for the three months ended March 31, 2019 not previously reported. d) Increase of net loss allocated to non-controlling interest for the three months ended March 31, 2019 of $125,000 as a result of consolidating the VIE.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2019
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
Basis of Presentation and Principles of Consolidation	The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for interim financial information, which includes unaudited condensed consolidated financial statements of the Company, and its wholly owned and majority owned subsidiarieswhich are inactive as ofMarch 31, 2019, except Rokk3r Ops and variable interest entities (“VIE”) for which the Company has been determined to be the primary beneficiary. All intercompany transactions and balances have been eliminated. In the opinion of management, all adjustments necessary to present fairly our financial position, results of operations, and cash flows as of March 31, 2019 and 2018, and for the periods then ended, have been made. Those adjustments consist of normal and recurring adjustments. Certain information and note disclosures normally included in our annual consolidated financial statements prepared in accordance with generally accepted accounting principles have been omitted. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2018 and footnotes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on April 1, 2019. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the results to be expected for the full year. The Company consolidates its wholly-owned and majority-owned subsidiaries, and entities that are VIE where Rokk3r Ops is determined to be the primary beneficiary. The Company’s consolidated financial statements include the accounts of: Rokk3r Inc, Rokk3r Ops, Rokk3r Ai, B3riblock, and Ai VB (collectively the “Company”). All significant intercompany accounts and transactions have been eliminated in consolidation.
Variable Interest Entities	In accordance with the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) 810-10-25-22 – Variable Interest Entity A VIE must be consolidated only by its primary beneficiary, which is defined as the party who, along with its affiliates and agents, has both the: (i) power to direct the activities that most significantly impact the VIE’s economic performance; and (ii) obligation to absorb the losses of the VIE or the right to receive the benefits from the VIE, which could be significant to the VIE. Rokk3r Ops determines whether it is the primary beneficiary of a VIE by considering qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of its investment; the obligation or likelihood for Rokk3r Ops or other interests to provide financial support; consideration of the VIE’s purpose and design, including the risks the VIE was designed to create and pass through to its variable interest holders and the similarity with and significance to the business activities of Rokk3r Ops and the other interests. Rokk3r Ops reassesses its determination of whether it is the primary beneficiary of a VIE each reporting period. Significant judgments related to these determinations include estimates about the current and future fair value and performance of investments held by these VIE and general market conditions. The Company evaluates its investments and financings, including investments in unconsolidated ventures and securitization financing transactions to determine whether each investment or financing is a VIE. Rokk3r Ops analyzes new investments and financings, as well as reconsideration events for existing investments and financings, which vary depending on type of investment or financing. Ai Venture Builder, Inc. (“Ai VB”) is an entity which was determined to be a VIE, in accordance with ASC 810-10-25-22,
Non-Controlling Interest	On February 11, 2019, Rokk3r Ai, a wholly-owned subsidiary of Rokk3r Ops, sold 12.5% ownership of Rokk3r Ai to an investor. As a result of this transaction Rokk3r Ops’ ownership and voting interest decreased from 100% to 87.5% (see Note 5).
Variable interest entities	On March 26, 2019, Rokk3r Ops entered into a Subscription Agreement (the “Subscription Agreement”) with Ai VB, to purchase equity in Ai VB which gave Rokk3r Ops a 50% equity ownership (see Note 5). The Company presented non-controlling interest from the majority-owned subsidiary and VIE as a component of equity on the Company’s unaudited condensed consolidated balance sheets under “Non-controlling interest in consolidated subsidiary and VIE” and reported non-controlling interest net income or loss under “Net (income) loss allocated to non-controlling interest in consolidated subsidiary and VIE” in the unaudited condensed consolidated statements of operations based on the respective non-controlling interest ownership as of March 31, 2019.
Use of Estimates	The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates for the three months ended March 31, 2019 and December 31, 2018 include the assumptions used in assessing impairment of investments, allowances on uncollectible accounts receivable, useful life of property and equipment, valuation allowances for deferred tax assets, and the fair value of the account receivable, non-cash equity transactions and stock-based compensation.
Cash and Cash Equivalents	For the purposes of the consolidated statements of cash flows, the Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at March 31, 2019 and December 31, 2018, respectively. The Company maintained its cash in various financial institutions during the three months ended March 31, 2019. Balances were insured up to Federal Deposit Insurance Corporation limits.
Accounts Receivable	Accounts receivable are stated at their net realizable value. The Company reviews its accounts to estimate losses resulting from the inability of its customer to make required payments. Any required allowance is based on specific analysis of past due accounts and considers historical trends if write-offs. Past due is based on how recently payments have been received from customers. The Company’s collection experience has been favorable reflecting a limited number of customers. During the three months ended March 31, 2019, the Company recovered $107,779 of account receivable previously written off which reduced the allowance for bad debt balance. As of March 31, 2019, and December 31, 2018, the recorded allowance for bad debt were $41,203 and $148,982, respectively.
Fair Value of Financial Instruments	ASC 825, “Disclosures about Fair Value of Financial Instruments,” requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2019 and December 31, 2018. The carrying amounts reported in the balance sheets for accounts receivable, prepaid expenses, accounts payable, accrued expenses, convertible note payable, note payable and amounts due to parent company approximate their fair market value based on the short-term maturity of these instruments.
Property and Equipment	Property are stated at cost and are depreciated using the straight-line method over their estimated useful lives, which range from three to five years. Leasehold improvements are depreciated over the shorter of the useful life or lease term including scheduled renewal terms. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.
Investments	The method of accounting applied to long-term investments, whether consolidated, equity or cost, involves an evaluation of the significant terms of each investment that explicitly grant or suggest evidence of control or influence over the operations of the investee and also includes the identification of any variable interests in which the Company is the primary beneficiary. Cost Method The Company accounts for investments in which the Company does not have the ability to exercise significant influence over operating and financial matters using the cost method in accordance with ASC Topic 325-20, Cost Method Investments. · Does not provide the investor with a controlling investment · Does not provide the investor with the ability to exercise significant influence · Does not have readily determinable fair values · Is not subject to other industry-specific guidance Under ASC 325-20, cost method investments are recorded initially at historical cost. Dividends on cost method investments received as part of the investor’s share of net earnings of the investee after the date of investment (i.e., a return on investment) are recorded as income. However, the investment is reduced if dividends received are in excess of the investor’s share of investee earnings (i.e., a return of investment) after the date of investment (see Note 4). Cost method investments are assessed for other-than-temporary impairments under the provisions of ASC 320 and are adjusted accordingly. Equity Method The Company accounts for investments in which the Company owns more than 20% of the investee, using the equity method in accordance with ASC Topic 323, Investments—Equity Method and Joint Ventures In accordance to ASC 323-10-35-20 through 35-22, the investor ordinarily shall discontinue applying the equity method if the investment (and net advances) is reduced to zero and shall not provide for additional losses unless the investor has guaranteed obligations of the investee or is otherwise committed to provide further financial support for the investee. An investor shall, however, provide for additional losses if the imminent return to profitable operations by an investee appears to be assured. For example, a material, nonrecurring loss of an isolated nature may reduce an investment below zero even though the underlying profitable operating pattern of an investee is unimpaired. If the investee subsequently reports net income, the investor shall resume applying the equity method only after its share of that net income equals the share of net losses not recognized during the period the equity method was suspended. Equity and cost method investments are classified as investments in the accompanying consolidated balance sheets. The Company periodically evaluates its equity and cost method investments for impairment due to declines considered to be other than temporary. If the Company determines that a decline in fair value is other than temporary, then a charge to earnings is recorded as an impairment loss in the accompanying consolidated statements of operations. Based on an impairment analysis, the Company did not record any impairment loss related to such investments during the three months ended March 31, 2019 and 2018.
Impairment of Intangible Assets	In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes impairment losses when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. For the three months ended March 31, 2019 and 2018, the Company recorded $28,900 and $0 impairment loss (see Note 5).
Revenue Recognition	In May 2014, FASB issued an update Accounting Standards Update ("ASU") ("ASU 2014-09") establishing ASC Topic 606, Revenue from Contracts with Customers The services that are offered are focused on education, consulting (“Think Phases”), development (“Co-build”) and growth (“Scale”). The Company provides services to help entrepreneurs and business professionals to innovate and create high growth companies through training, mentorship, and access to our global network of advisors, investors and business builders (“Education Services”). Revenue is recognized when the Company performs services pursuant to its agreements with customers and collectability is reasonably assured. If at the outset of an arrangement, the Company determines that collectability is not reasonably assured, revenue is deferred until the earlier of when collectability becomes probable or the receipt of payment. If there is uncertainty as to the customer’s acceptance of the Company’s deliverables, revenue is not recognized until the earlier of receipt of customer acceptance or expiration of the acceptance period. If at the outset of an arrangement, the Company determines that the arrangement fee is not fixed or determinable, revenue is deferred until the arrangement fee becomes estimable, assuming all other revenue recognition criteria have been met.
Redeemable Preferred Stock	Redeemable preferred stock (i.e., redeemable upon the occurrence of an event) and preferred stock that is redeemable (outside the control of the issuer), including those instruments that are redeemable at the option of the holder, are required to be present in mezzanine equity. Mezzanine equity is presented after liabilities and before stockholders’ equity on the balance sheet. The purpose of this classification is to convey that such a security may not be permanently part of equity and could result in a demand for cash or other assets of the entity in the future. Pursuant to ASC 480-10-S99, the Company presents redeemable securities that are classified as mezzanine equity separate from all other stockholders’ equity accounts that are classified as permanent equity (e.g., non-redeemable preferred, common stock, and retained earnings). The Company sold 4,085,938 shares of Series B Preferred for net proceeds of $2,615,000, or $0.64 per preferred share, during the year ended December 31, 2018 which is classified in mezzanine equity under “Redeemable Preferred Stock” (see Note 7).
Basic (Loss) Income per Common Share	Basic (loss) income per share is calculated by dividing the net (loss) income attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted (loss) income per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings (loss) of the Company. Diluted (loss) income per share is computed by dividing the (loss) income available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless such dilutive potential shares would result in anti-dilution. As of March 31, 2019, and 2018, potentially dilutive securities consisted of the following: March 31, 2019 2018 Convertible debt — 281,805 Series B Preferred Stock 4,085,938 — 4,085,938 281,805
Stock-Based Compensation	Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation –Stock Compensation, ), Improvements to Employee Share-Based Payment Accounting Through March 31, 2018, pursuant to ASC 505-50 – “Equity-Based Payments to Non-Employees Improvements to Nonemployee Share-Based Payment Accounting,
Leases	In February 2016, the FASB issued ASU 2016-02, Leases On January 1, 2019, the Company adopted ASU No. 2016-02, applying the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assessed whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less. Operating lease ROU assets represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company use an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the consolidated statements of operations. As of March 31, 2019, the Company did not have any operating or capital lease.
Segment Reporting	During the three months ended March 31, 2019 and 2018, the Company operated in one business segment.
Reclassifications	The Company segregated the compensation, legal and professional expense and for the three months ended March 31, 2019 in separate line items in the operating expense section of the accompanying unaudited condensed consolidated statement of operations and conformed the presentation of the same for three months ended March 31, 2018, for comparative presentation.
Recent accounting pronouncements	In November 2018, the FASB issued ASU 2018-18— Collaborative Arrangements 1. Clarify that certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606 when the collaborative arrangement participant is a customer in the context of a unit of account. In those situations, all the guidance in Topic 606 should be applied, including recognition, measurement, presentation, and disclosure requirements. 2. Add unit-of-account guidance in Topic 808 to align with the guidance in Topic 606 (that is, a distinct good or service) when an entity is assessing whether the collaborative arrangement or a part of the arrangement is within the scope of Topic 606. 3. Require that in a transaction with a collaborative arrangement participant that is not directly related to sales to third parties, presenting the transaction together with revenue recognized under Topic 606 is precluded if the collaborative arrangement participant is not a customer For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. Early adoption is permitted, including adoption in any interim period, (1) for public business entities for periods for which financial statements have not yet been issued and (2) for all other entities for periods for which financial statements have not yet been made available for issuance. An entity may not adopt the amendments earlier than its adoption date of Topic 606. The amendments in this Update should be applied retrospectively to the date of initial application of Topic 606. An entity should recognize the cumulative effect of initially applying the amendments as an adjustment to the opening balance of retained earnings of the later of the earliest annual period presented and the annual period that includes the date of the entity’s initial application of Topic 606. An entity may elect to apply the amendments in this Update retrospectively either to all contracts or only to contracts that are not completed at the date of initial application of Topic 606. An entity should disclose its election. An entity may elect to apply the practical expedient for contract modifications that is permitted for entities using the modified retrospective transition method in Topic 606. The Company is currently evaluating the effect on its consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2019
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
Potentially dilutive securities	March 31, 2019 2018 Convertible debt — 281,805 Series B Preferred Stock 4,085,938 — 4,085,938 281,805

NON-CONTROLLING INTEREST (Table

NON-CONTROLLING INTEREST (Tables)	3 Months Ended
	Mar. 31, 2019
NON-CONTROLLING INTEREST (Tables)
Schedule of ownership interest	Beginning balance, January 1, 2019 $ — Equity allocated to non-controlling interest for quarter ended March 31, 2019 3,613 Loss allocated to non-controlling interest for quarter ended March 31, 2019 (128,656 ) Balance at March 31, 2019 $ (125,043 )

RESTATEMENT (Tables)

RESTATEMENT (Tables)	3 Months Ended
	Mar. 31, 2019
RESTATEMENT (Tables)
Schedule of error corrections and period adjustment restatement	Condensed Consolidated Balance Sheet Data (Unaudited): March 31, 2019 As Previously Reported Adjustments Restated Accounts receivable, net $ 503,141 $ (3,912 ) $ 499,229 Accounts receivable - related party $ 250,000 $ (250,000 ) $ — Total Assets $ 4,268,169 $ (253,912 ) $ 4,014,257 Accrued expenses - related party $ 45,151 $ (151 ) $ 45,000 Total Liabilities $ 672,068 $ (151 ) $ 671,917 Stockholders’ Equity: Common Stock $ 10,247 $ (100 ) $ 10,147 Additional paid in capital $ 76,353,211 $ (3,513 ) $ 76,349,698 Accumulated deficit $ (75,585,537 ) $ (128,761 ) $ (75,714,298 ) Total Rokk3r, Inc Stockholders' Equity 778,026 (132,374 ) 645,652 Non-controlling interest in consolidated subsidiary and VIE (Note 5) $ (3,656 ) $ (121,387 ) $ (125,043 ) Total Stockholders’ Equity $ 774,370 $ (253,761 ) $ 520,609 Total Liabilities and Stockholders’ Equity $ 4,268,169 $ (253,912 ) $ 4,014,257 Consolidated Statement of Operations (Unaudited): For the Three Months Ended March 31, 2019 As Previously Reported Adjustments Restated Revenues $ 888,920 $ (3,912 ) $ 885,008 Revenues – related party 250,000 (250,000 ) — Total Revenue $ 1,138,920 $ 253,912 (a) $ 885,008 Loss on equity method investments $ (151 ) $ 151 (b) $ — Net Loss Attributable to Common Stockholders Before Allocation to Non-controlling Interest $ (518,336 ) $ (356,073 ) (c) $ (874,409 ) Less Net Loss Allocated to Non -controlling Interest in Consolidated Subsidiary and VIE (3,656 ) (125,000 ) (d) (128,656 ) Net Loss Applicable to Rokk3r, Inc Common Stockholders $ (514,680 ) $ (231,073 ) $ (745,753 )

ORGANIZATION AND DESCRIPTION _2

ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative)	3 Months Ended
	Mar. 31, 2019
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative)
Incorporation of State	Nevada
Incorporation of Date	Sep. 27, 1996

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Convertible debt		$ 281,805
Total potentially dilutive common shares	4,085,938
Series B Preferred Stock [Member]
Preferred stock, value	$ 4,085,938	$ 281,805

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018	Mar. 26, 2019
Bad debt expense	$ 107,779
Allowance for bad debt	41,203		$ 148,982
Impairment loss	28,900	$ 0
Cash proceeds from sale of Series B convertible preferred shares			$ 2,615,000
Bad debt write-offs	$ (107,779)
Ownership and voting interest description	On February 11, 2019, Rokk3r Ai Inc. (“Rokk3r Ai”), a wholly-owned subsidiary Rokk3r Ops Inc. (“Rokk3r Ops”), sold 12.5% ownership of Rokk3r Ai to an investor. As a result of these transactions Rokk3r Ops’ ownership and voting interest decreased from 100% to 87.5%
Series B Preferred Stock [Member]
Preferred Stock, shares issued	4,085,938		4,085,938
Preferred stock shares issued, per share			$ 0.64
Subscription Agreement [Member]
Ownership percentage				50.00%

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
GOING CONCERN (Details Narrative)
Net loss	$ (772,097)	$ (924,317)
Net cash used in operations	$ (317,750)	$ (645,703)

INVESTMENTS (Details Narrative)

INVESTMENTS (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended		12 Months Ended
	Dec. 21, 2018	Apr. 30, 2017	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2017	Dec. 31, 2018
Impairment loss			$ 28,900	$ 0
Ownership and voting interest description			On February 11, 2019, Rokk3r Ai Inc. (“Rokk3r Ai”), a wholly-owned subsidiary Rokk3r Ops Inc. (“Rokk3r Ops”), sold 12.5% ownership of Rokk3r Ai to an investor. As a result of these transactions Rokk3r Ops’ ownership and voting interest decreased from 100% to 87.5%
Rokk3r Labs LLC [Member]
Stock issued for acquisition, shares		9,677,208
Stock issued for acquisition, value		$ 12,386,826
Equity investment		$ 1,000,000	$ 1,000,000			$ 1,000,000
Impairment loss					$ 12,386,826
Ownership percentage		18.72%
Common stock price per share		$ 1.28
Percentage of issued and outstanding shares of common stock		89.41%
Purchase price		$ 1,000,000
Rokk3r Flamingo, Inc [Member]
Ownership and voting interest description	Rokk3r Ops’ ownership and voting interest decreased from 100% to 35%. At March 31, 2019, Rokk3r Ops owned 35% of Rokk3r Flamingo and accounts for the investment in Rokk3r Flamingo under the equity method of accounting in accordance with ASC 323 (see Note 2).

NON-CONTROLLING INTEREST (Detai

NON-CONTROLLING INTEREST (Details)	3 Months Ended
	Mar. 31, 2019USD ($)
Non-controlling interest balance reconciliation:
Beginning balance, January 1, 2019
Equity allocated to non-controlling interest for quarter ended March 31, 2019	3,613
Loss allocated to non-controlling interest as of March 31, 2019	(128,656)
Ending balance at March 31, 2019	$ (125,043)

NON-CONTROLLING INTEREST (Det_2

NON-CONTROLLING INTEREST (Details Narrative) - USD ($)	Feb. 11, 2019	Mar. 29, 2019	Mar. 26, 2019	Mar. 31, 2019	Mar. 31, 2018
Impairment of intangible assets				$ 28,900
Proceeds from sale of non-controlling interest				$ 750,000
Ownership and voting interest description				On February 11, 2019, Rokk3r Ai Inc. (“Rokk3r Ai”), a wholly-owned subsidiary Rokk3r Ops Inc. (“Rokk3r Ops”), sold 12.5% ownership of Rokk3r Ai to an investor. As a result of these transactions Rokk3r Ops’ ownership and voting interest decreased from 100% to 87.5%
Subscription Agreement [Member] | Ai Venture Builder, Inc. [Member]
Description for the sale of ownership interest by Rokk3r Ai			(i) 1,250,000 shares of Ai VB common stock at par value of $0.0001 per share; (ii) one share of Ai VB Series B Preferred Stock (“Series B Preferred”) at $1.00 per share which represent 100% of the authorized Series B Preferred and has voting rights equal to the number of outstanding common stock multiplied by nine; and (iii) 250,000 shares of Ai VB Series C Preferred Stock (“Series C Preferred”) at par value of $0.0001 per share which represent 25% of the authorized Series C Preferred, convertible into shares of common stock in the ratio of one-to-one and has one voting right per share (collectively the “Ai VB Shares”), for an aggregate purchase price $151.
Aggregate purchase price			$ 750,000
Ai Venture Builder, Inc [Member]
Ownership and voting interest description		The Ai VB Shares purchased gave the Investor a 50% equity ownership in Ai VB.
Ai Venture Builder, Inc [Member] | Non - Affiliated Investor [Member] | Subscription Agreement [Member]
Description for the sale of ownership interest by Rokk3r Ai		(i) 1,250,000 shares of Ai VB common stock at $0.50 per share or $625,000; (ii) one share of Ai VB Series A Preferred Stock (“Series A Preferred”) at par value of $1.00 per share which represent 100% of the authorized Series A Preferred and has voting rights equal to the number of outstanding common stock multiplied by nine; and (iii) 250,000 shares of Ai VB Series C Preferred Stock (“Series C Preferred”) at $0.50 per share, or $125,000, which represent 25% of the authorized Series C Preferred, convertible into shares of common stock in the ratio of one-to-one and has one voting right per share (collectively the “Ai VB Shares”), for an aggregate purchase price $750,000.
Rokk3r Ops [Member]
Ownership and voting interest description			The Ai VB Shares purchased gave Rokk3r Ops a 50% equity ownership in Ai VB.
Related party service				$ 250,000
Stock Purchase Agreement [Member] | Aunken Labs LLC [Member] | Rokk3r Ai, Inc [Member]
Impairment of intangible assets				$ 28,900
Description for the sale of ownership interest by Rokk3r Ai	(i)12.5% ownership or 1,000,000 shares of commons stock (the “Rokk3r Ai Stock”) of Rokk3r Ai at par value for $0.0001 per share, total amount of $100, and; (ii) 45,000 shares of commons stock (the “Rokk Stock”) of Rokk3r Inc. at fair value of $0.64 per share, total amount of $28,800
Sale of ownership interest by Rokk3r Ai, consideration allocated to intangible assets	$ 28,900
Stock Purchase Agreement [Member] | Rokk3r Ai [Member]
Description for the voting interest hold by Rokk3r Ops in related party				As a result of the February 11, 2019 sale, Rokk3r Ops’ ownership and voting interest in Rokk3r Ai decreased from 100% to 87.5% retaining control over Rokk3r Ai
Gain on sale of business				$ 28,900

CONVERTIBLE PROMISSORY NOTE (De

CONVERTIBLE PROMISSORY NOTE (Details Narrative) - USD ($)	1 Months Ended			3 Months Ended
	Jul. 26, 2018	Jun. 15, 2018	Apr. 27, 2017	Mar. 31, 2019
Firstfire [Member]
Common stock issued for additional consideration			250,000
Settlement description			The Company agreed to issue common stock to Firstfire in exchange for the settlement of $330,000 for the principal amount of the promissory note issued by the Company to Firstfire on Firstfire Note, plus $100,000 (the “Settlement Amount”) as provided for in the Firstfire Note
Firstfire [Member] | Settlement Agreement [Member]
Settlement description		The amount of Settlement Shares includes 250,000 shares of common stock previously issued to Firstfire in 2017 and an additional 750,000 shares to be issued by the Company upon approval of the Firstfire Amendment by the Court.		(i) 25,000 shares during each consecutive month for a period of three consecutive months which commenced on the first full month after the date the Firstfire Amendment is approved by the Court (the “Order Date”), (ii) 50,000 shares per month for a period of three consecutive months commencing on the fourth month after the Order Date; (iii) 75,000 shares per month for a period of three consecutive months which commenced on the seventh month after the Order Date; and (iv) 100,000 shares each month for a period of three months which commenced on the tenth month after the Order Date. If, however, the dollar value of shares sold by Firstfire during the 18-month lock-up period exceeds $500,000, then the number of shares that may be sold during each month during the six consecutive months after such period shall be limited to 40,000.
Share issuable for settlement		1,000,000
Firstfire Amendment [Member] | Settlement Agreement [Member]
Settlement description				During the year ended December 31, 2018, 750,000 shares of the Company’s common were issued, in addition to the 250,000 shares of common stock issued in 2017
Securities Purchase Agreements [Member] | Firstfire Global Opportunities [Member]
Debt face amount			$ 330,000
Securities Purchase Agreements [Member] | Accredited Investor [Member] | Series B Convertible Preferred Stock [Member]
Share issuable for settlement	4,687,500

SERIES B REDEEMABLE CONVERTIB_2

SERIES B REDEEMABLE CONVERTIBLE PREFERRED STOCK (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended	12 Months Ended	15 Months Ended
	Jul. 27, 2018	Jul. 26, 2018	Mar. 31, 2019	Dec. 31, 2018	Mar. 31, 2019
Certificate of designation, description		The original issue price of each share is $0.64 (the “Original Issue Price”), the shares are entitled to one vote for each share of common stock that such shares of Series B Preferred are convertible into, the shares do not pay dividends, each share is convertible into shares of our common stock at a conversion rate of one share of common stock for each share of Series B Preferred, subject to adjustment as hereinafter set forth. In the event of a breach by us of the rights, preferences, powers, restrictions and limitations of the Series B Preferred, then the number of shares of our common stock issuable upon conversion will be increased to 1.1 shares of common stock for each share of Series B Preferred and the holder may exercise its redemption rights discussed below, the conversion price of the Series B Preferred is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events. In addition, the conversion price is subject to adjustment if we issue or sell shares of our common stock in one or more capital-raising transactions which results in gross proceeds to us of more than $500,000 at a purchase price per share of less than $0.64. If this event should occur, the number of shares of our common stock issuable upon conversion is increased on a pro-rata basis, and the holder of the Series B Preferred has the right to elect to have all or any portion of the then outstanding shares of Series B Preferred redeemed by us at any time and from time to time on or after 18 months following the issuance of 3,906,250 shares or after any breach of the rights, preferences, powers, restrictions and limitations of the Series B Preferred for a price per share equal to 122.5% of the Original Issue Price, as adjusted
Preferred stock, redemption premium			$ (102,312)
Series B Preferred Stock [Member]
Preferred stock, redemption premium			$ 102,312	$ 104,419	$ 206,731
Preferred shares sold				4,085,938
Cash proceeds from sale of Series B convertible preferred shares				$ 2,615,000
Preferred shares, price per share				$ 0.64
Preferred Stock, shares issued			4,085,938	4,085,938	4,085,938
Preferred stock shares outstanding			4,085,938	4,085,938	4,085,938
Securities Purchase Agreements [Member] | Accredited Investor [Member] | Series B Preferred Stock [Member]
Share issuable for settlement		4,687,500
Shares issuable description	An aggregate of 3,906,250 shares will be issued and sold in five monthly tranches of at least 781,250 shares ($500,000) each, which commenced on July 27, 2018, the initial closing date, for an aggregate of $2,500,000. After the earlier of the four-month period after the initial closing date or the sale of 3,906,250 shares and not later than six months after the date of the initial closing, the investor may, but shall not be obligated to, purchase from the Company in a single closing, up to an additional 781,250 shares, not previously sold and never to exceed the number of Series B Preferred, at a price of $0.64 per share.
Security and Pledge Agreement [Member] | Accredited Investor [Member] | Series B Preferred Stock [Member]
Price per share		$ 0.64
Collateral value		$ 16,000,000
Collateral rights description		(i) the Company has acquired 75% of Rokk3r Labs’ current ownership interests in the aggregate in the entities that make up the reserved equity interests and the Collateral, or (ii) 75% of the shares of Series B Preferred owned by the investor have been converted into the Company’s common stock or have been redeemed by the investor.
Security and Pledge Agreement [Member] | Accredited Investor [Member] | Restricted Common Stock [Member]
Share issuable for settlement		300,000
Share issuable for settlement vesting description		50% remaining balance vesting twenty-four months after the issuance date of the Series B Preferred, so long as at least one investor designee is a member of the advisory board at the time of vesting. In addition, the investor or its affiliates are entitled to, without additional charge, certain corporate educational services the Company provides to its clients.

SHAREHOLDERS' DEFICIT (Details

SHAREHOLDERS' DEFICIT (Details Narrative) - USD ($)	Nov. 16, 2018	Mar. 07, 2018	Mar. 31, 2019	Dec. 31, 2018	Jul. 26, 2018	Mar. 08, 2018	Apr. 12, 2017
Capital Stock, shares authorized						150,000,000
Preferred Stock, par value			$ 0.0001	$ 0.0001		$ 0.0001
Preferred Stock, shares authorized			50,000,000	50,000,000		50,000,000
Preferred Stock, designated shares						1,000,000
Common Stock, par value			$ 0.0001	$ 0.0001		$ 0.0001
Common Stock, shares authorized			500,000,000	500,000,000		500,000,000
Increase in authorized shares						550,000,000
Approved grant of common stock as incentive for employees and contractors, description	In the aggregate amount of not more than $352,000, represented by 550,000 shares, to be vested as per an agreed upon vesting schedule (the “Vesting Date”).
2018 Equity Incentive Plan [Member]
Common stock shares reserved for future issuance		15,000,000
Common stock shares reserved for future issuance, description		The shares authorized under the 2018 Equity Incentive Plan automatically increase on January 1, 2019 and each subsequent anniversary through 2028, by an amount equal to the smaller of (a) 3% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or (b) an amount determined by the Board.
2017 Omnibus Equity Compensation Plan [Member]
Common stock shares reserved for future issuance							5,000,000
Rokk3r Inc. [Member]
Common stock shares issued to related party			45,000
Share price			$ 0.64
Common stock shares issued to related party, fair value			$ 28,800
Common stock shares issuable, shares			50,000
Common stock shares issuable, share price			$ 0.64
Common stock shares issuable, fair value			$ 32,000
Series B Preferred Member
Preferred Stock, designated shares					4,687,500
Series A Non-Convertible Preferred Stock [Member]
Preferred Stock, par value			$ 0.0001	$ 0.0001
Preferred Stock, shares authorized			1,000,000	1,000,000
Preferred Stock, designated shares							1,000,000

CONCENTRATIONS (Details Narrati

CONCENTRATIONS (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018	Dec. 31, 2017
Cash, FDIC insured amount	$ 250,000
Cash	1,942,032	$ 1,566,522	$ 2,297,902
Revenues	885,008
Accounts receivable	$ 499,230		$ 400,182
Five Customer [Member] | Revenue [Member]
Concentration risk, percentage	12.00%
Four Customer [Member] | Accounts Receivable [Member]
Concentration risk, percentage	13.00%
Three Customer [Member] | Revenue [Member]
Concentration risk, percentage	13.00%
One Customer [Member] | Revenue [Member]
Concentration risk, percentage	15.00%
One Customer [Member] | Accounts Receivable [Member]
Concentration risk, percentage	38.00%		42.00%
Two Customer [Member] | Revenue [Member]
Concentration risk, percentage	14.00%
Two Customer [Member] | Accounts Receivable [Member]
Concentration risk, percentage	12.00%

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Nov. 15, 2018	Nov. 02, 2018	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018	Jun. 21, 2018	Mar. 08, 2018	Apr. 30, 2017
Consulting fees - parent			$ 593,072	$ 750,000
Prepaid expenses			1,887	(15,000)
Accrued expense ? related party			45,000		$ 15,000
Prepaid expenses - related party			$ 425,000		$ 425,000
Preferred Stock, par value			$ 0.0001		$ 0.0001		$ 0.0001
Revenue from related party			$ 250,000
Net loss			(772,097)	(924,317)
Rokk3r Labs LLC [Member]
Ownership interest								18.72%
Advances given to related party for their share of office lease			35,400
Receivable from parent company			110,506		$ 75,138
Collaboration agreement [Member] | Parent [Member]
Consulting fees - parent			593,072	$ 750,000
Prepaid expenses			$ 175,000
Description for the term of agreement			The term of the Collaboration Agreement commenced on January 1, 2018 and has a term of two years. However, the parties may, by mutual agreement, terminate the Collaboration Agreement or renew it for an additional one-year period
Trademark License Agreement [Member]
Accrued expense ? related party			$ 45,000
Annual fees	$ 120,000
Consulting Services Agreement [Member]
Prepaid expenses - related party			250,000		$ 250,000
Related party ? prepaid consulting fee pursuant to Consulting Services Agreement with ExO			$ 250,000			$ 250,000
Stock Purchase Agreement [Member] | ExO Foundation Inc.[Member]
Common stock exchange of shares		5,000,000
Ownership interest		50.00%
Safe-T Agreement [Member] | ExO Foundation Inc.[Member]
Proceeds from Issuance of Preferred Stock		$ 5,000,000
Terms of purchase amount description		(a) the value of 5,000,000 shares of the Company’s common stock (the “Purchaser Shares”) to be either (i) the publicly traded price of the Purchaser Shares at the time of the calculation, with the express requirement that if the Purchaser Shares are then trading at over $3.00 then that will be the maximum value of the Purchaser Shares and if the Purchaser Shares are then trading under $0.64 then that will be the minimum value of the Purchaser Shares or (ii) if the Purchaser Shares are not publicly traded at such time, the value of such shares shall be the fair market value, up to but not exceeding $3.00 (referred to as the “Adjusted Value”); (b) with a discount rate of 85% to be applied to the Adjusted Value to determine the final value of the “Purchase Amount.”

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Mar. 26, 2018	Mar. 31, 2019	Nov. 02, 2018	May 08, 2017
Park Road Merger Agreement [Member]
Reimbursement for services and expenses		$ 36,626
Legal obligation, description		The Company believes its right to rescind the Park Road Acquisition, has no legal obligation to deliver the 1,150,000 shares common stock to Mr. Fishman and disputes his other demands.
ExO Foundation Inc.[Member] | Stock Purchase Agreement [Member]
Common stock exchange of shares			5,000,000
Jordan Fishman [Member]
Shares issued				1,150,000
Common stock shares cancelled		1,150,000
Jordan Fishman [Member] | Park Road Merger Agreement [Member]
Common stock reserved for future issuance		1,150,000
Sean Young [Member]
Shares issued				1,250,000
Common stock shares cancelled		1,250,000		1,250,000
Reimbursement for services and expenses	$ 29,000
Common stock reserved for future issuance		1,250,000
Legal obligation, description	The Company believes it has no legal obligation to deliver the 1,250,000 shares of common stock to Mr. Young and disputes his demand for payment.
On June 1, 2017 [Member]
Stock issued for purchase of Park Road Solutions, Shares		80,000

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - shares	May 07, 2019	Apr. 23, 2019
Toby Matejovsky [Member]
Common stock shares issuable to related party under agreement		1,813,332
Toby Matejovsky [Member] | Common Class C [Member]
Common stock shares issuable to related party under agreement		453,332
Rokk3r Ai [Member]
Description for the sale of ownership interest	Rokk3r Ai sold additional 27.13% of equity to a new investor which resulted in further dilution of Rokk3r Ops’ ownership and voting interest down from 87.5% to 60.37%

RESTATEMENT (Details)

RESTATEMENT (Details) - USD ($)		Mar. 31, 2019	Dec. 31, 2018	Mar. 31, 2018	Dec. 31, 2017
Total Assets		$ 4,014,257	$ 4,236,190
Stockholders' Equity:
Common Stock		10,147	10,143
Additional paid in capital		76,349,698	76,217,441
Accumulated deficit		(75,714,298)	(74,968,545)
Total Rokk3r, Inc. Stockholders' Equity		645,652	1,259,139
Total Shareholders' Equity		520,609	1,259,139	$ 1,618,328	$ 369,645
Total Liabilities and Shareholders' Equity		4,014,257	4,236,190
Restated [Member]
Accounts receivable, net		499,229
Accounts receivable - related party
Total Assets		4,014,257
Accrued expenses - related party		45,000
Total Liabilities		671,917
Stockholders' Equity:
Common Stock		10,147
Additional paid in capital		76,349,698
Accumulated deficit		(75,714,298)
Total Rokk3r, Inc. Stockholders' Equity		645,652
Non-controlling interest in consolidated subsidiary (Note 5)		(125,043)
Total Shareholders' Equity		520,609
Total Liabilities and Shareholders' Equity		4,014,257
Adjustments [Member]
Accounts receivable, net	[1]	(3,912)
Accounts receivable - related party	[2]	(250,000)
Total Assets	[3]	(253,912)
Accrued expenses - related party	[4]	(151)
Total Liabilities		(151)
Stockholders' Equity:
Common Stock	[5]	(100)
Additional paid in capital	[6]	(3,513)
Accumulated deficit	[7]	(128,761)
Total Rokk3r, Inc. Stockholders' Equity		(132,374)
Non-controlling interest in consolidated subsidiary (Note 5)	[8]	(121,387)
Total Shareholders' Equity	[9]	(253,761)
Total Liabilities and Shareholders' Equity		(253,912)
As Previously Reported [Member]
Accounts receivable, net		503,141
Accounts receivable - related party		250,000
Total Assets		4,268,169
Accrued expenses - related party		45,151
Total Liabilities		672,068
Stockholders' Equity:
Common Stock		10,247
Additional paid in capital		76,353,211
Accumulated deficit		(75,585,537)
Total Rokk3r, Inc. Stockholders' Equity		778,026
Non-controlling interest in consolidated subsidiary (Note 5)		(3,656)
Total Shareholders' Equity		774,370
Total Liabilities and Shareholders' Equity		$ 4,268,169
[1]	Decrease of accounts receivable and accounts receivable - related party of $3,912 and $250,000, respectively, from elimination of inter-company receivables as a result of consolidating the VIE.
[2]	Decrease of accounts receivable and accounts receivable - related party of $3,912 and $250,000, respectively, from elimination of inter-company receivables as a result of consolidating the VIE.
[3]	Aggregate decrease in total assets of $253,912 from above change as a result of consolidating the VIE.
[4]	Decrease of accrued expenses - related party of $151 due to elimination of inter-company balance as a result of consolidating the VIE.
[5]	Decrease of common stock of $100 due correction of common stock attributed to the Company.
[6]	Decrease of additional paid-in-capital of $3,513 due to elimination of VIE's paid-in-capital as a result of consolidating the VIE.
[7]	Increase of accumulated deficit of $128,761 due to addition of VIE's net loss attributed to the Company as a result of consolidating the VIE.
[8]	Increase of non-controlling interest in consolidated VIE of $121,387 due to addition of VIE's non-controlling interest attributed to the VIE as a result of consolidating the VIE.
[9]	Aggregate increase in total liabilities and stockholders' equity of $253,912 from above changes as a result of consolidating the VIE.

RESTATEMENT (Details 1)

RESTATEMENT (Details 1) - USD ($)		3 Months Ended
		Mar. 31, 2019	Mar. 31, 2018
Revenues - related party		$ 250,000
Total Revenue		885,008
Net Loss Attributable to Common Stockholders Before Allocation to Non-controlling Interest		(874,409)	(924,317)
Less Net Loss Allocated to Non-controlling Interest in Consolidated Subsidiary and VIE		(128,656)
Net Loss Applicable to Rokk3r, Inc. Common Stockholders		(745,753)	$ (924,317)
Restated [Member]
Revenues		885,008
Revenues - related party
Total Revenue		885,008
Loss on equity method investments
Net Loss Attributable to Common Stockholders Before Allocation to Non-controlling Interest		(874,409)
Less Net Loss Allocated to Non-controlling Interest in Consolidated Subsidiary and VIE		(128,656)
Net Loss Applicable to Rokk3r, Inc. Common Stockholders		(745,753)
Adjustments [Member]
Revenues		(3,912)
Revenues - related party		(250,000)
Total Revenue	[1]	253,912
Loss on equity method investments	[2]	151
Net Loss Attributable to Common Stockholders Before Allocation to Non-controlling Interest	[3]	(356,073)
Less Net Loss Allocated to Non-controlling Interest in Consolidated Subsidiary and VIE	[4]	(125,000)
Net Loss Applicable to Rokk3r, Inc. Common Stockholders		(231,073)
As Previously Reported [Member]
Revenues		888,920
Revenues - related party		250,000
Total Revenue		1,138,920
Loss on equity method investments		(151)
Net Loss Attributable to Common Stockholders Before Allocation to Non-controlling Interest		(518,336)
Less Net Loss Allocated to Non-controlling Interest in Consolidated Subsidiary and VIE		(3,656)
Net Loss Applicable to Rokk3r, Inc. Common Stockholders		$ (514,680)
[1]	Aggregate decrease of revenues and revenues -related party for the three months ended March 31, 2019 of $253,912 due to elimination of inter-company revenue as a result of consolidating the VIE.
[2]	Decrease of loss on equity method investments for the three months ended March 31, 2019 of $151 as a result of consolidating the VIE.
[3]	Increase of net loss attributable to common stockholders before allocation to non-controlling interest for the three months ended March 31, 2019 of $253,761 due to the changes discussed above as a result of consolidating the VIE. Further, $102,312 is the result of Series B Preferred Stock redemption premium for the three months ended March 31, 2019 not previously reported.
[4]	Increase of net loss allocated to non-controlling interest for the three months ended March 31, 2019 of $125,000 as a result of consolidating the VIE.