UNITED STATES
                                SECURITIES AND EXCHANGE COMMISSION
                                             WASHINGTON, D.C. 20549


    DIVISION OF
CORPORATION FINANCE


                                                             April 23, 2020




 Nabyl Charania
 Chief Executive Officer, Director
 Rokk3r, Inc.
 2121 NW 2nd Avenue #203
 Miami, Florida 33127

         Re:     Rokk3r Inc.
                 Amendment Number One to Schedule 13E-3
                 Filed on April 21, 2020 by Rokk3r, Inc.
                 File No. 005-78571

 Dear Mr. Charania,

         We have reviewed the above-captioned filing, and have the following
comments. Some
 of our comments may ask for additional information so we may better understand
the disclosure.

        Please respond to this letter by amending the filing and/or by
providing the requested
 information. After reviewing any amendment to the filing and any information
provided in
 response to these comments, we may have additional comments.

        If you do not believe our comments apply to your facts and
circumstances, and/or do not
 believe an amendment is appropriate, please tell us why in a written response.

 Schedule 13E-3/A

 General

 1. We note the response and revised disclosures provided in reply to prior
comment three of our
    correspondence dated April 9, 2020. Please revise the disclosure document
to be distributed
    to unaffiliated security holders to include all of the information required
by Schedule 13E-3
    and the Instructions thereto, including Instruction C, for each additional
affiliated filing
    person. Each new filing person must state whether or not such person
believes the Rule 13e-
    3 transaction to be fair to unaffiliated security holders and the material
factors upon which
    each relied in reaching such a conclusion. See Item 8 to Schedule 13E-3,
Item 1014 of
    Regulation M-A and Q & A No. 5 of Exchange Act Release No. 34-17719 (April
13, 1981).
 Nabyl Charania
Rokk3r, Inc.
April 23, 2020
Page 2

Item 13. Financial Statements

2. Financial information has been incorporated by reference from the associated
information
   statement filed under cover of Schedule 14C, which in turn incorporates
financial data by
   reference from periodic reports. Under General Instruction F of Schedule
13E-3, however,
   an express reference must be made to a document that explicitly contains the
required
   information. Under Item 16 of Schedule 13E-3 and corresponding Item
1016(a)(5) of
   Regulation M-A, the document from which the information has been so
incorporated also
   must be filed as an exhibit. The reference to "a copy" in General
Instruction F is only
   intended to mean the substantive content of information so incorporated as
distinguished
   from the controlling requirement to identify the information so incorporated
as an entry on
   the exhibit list. Accordingly, please revise the exhibit list.

Item 16. Exhibits | (a)(1) Preliminary Information Statement filed under cover
of Schedule 14C

3. Please revise to include the correct address for the U.S. Securities and
Exchange Commission
   under the heading, "Where You Can Find Additional Information."

       We remind you that Rokk3r, Inc. is responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

        You may contact me at (202) 551-3266 with any questions.


                                                           Sincerely,

                                                           /s/ Nicholas P.
Panos

                                                           Nicholas P. Panos
                                                           Senior Special
Counsel
                                                           Office of Mergers &
Acquisitions

cc: Peter Jaslow, Esq.