UNITED STATES DISTRICT COURT FOR THE

SOUTHERN DISTRICT OF FLORIDA

MIAMI DIVISION

CASE NO. 22 – CV – _______

PRISMA PLAST CORP.,

Plaintiff,

v.

ROKK3R, INC.,

Defendant.

____________________________________/

COMPLAINT 

Plaintiff Prisma Plast Corp. (“Prisma Plast”), by and through its undersigned counsel, files 

this Complaint against Defendant Rokk3r, Inc. (“Rokk3r”) and alleges as follows:

NATURE OF THE ACTION 

1. This is an action for the repayment of monies due under a promissory note, plus,

among other things, reasonable attorneys’ fees and costs incident thereto.

JURISDICTION AND VENUE

2. This Court has jurisdiction over this action pursuant to 28 U.S.C. § 1332(a)(2), in

that this is a civil action between a citizen of Florida and a citizen of the Republic of Panama and 

the amount in controversy exceeds $75,000, exclusive of interest and costs.

3. This Court has personal jurisdiction over Defendant because it resides in this

district, the cause of action arose in Florida, and/or the transactions and occurrences from which 

the causes of action arose took place in Florida.

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4. Venue is proper in this district under 28 U.S.C. § 1391(b)(1), in that Defendant

resides in this district, and under 28 U.S.C. § 1391(b)(2), in that a substantial part of the events or 

omissions giving rise to the claim occurred in this district.

PARTIES

5. Prisma Plast is a company incorporated and existing under the laws of the Republic

of Panama. 

6. Rokk3r is a Nevada corporation and maintains its principal place of business at

2121 NW 2nd Avenue, Suite 203, Miami, Florida 33127. 

GENERAL ALLEGATIONS

A. The Note

7. On or about September 17, 2020, Prisma Plast and Rokk3r entered into a

Convertible Promissory Note (the “Note”), whereby Prisma Plast loaned Rokk3r one million and 

fifty thousand U.S. dollars ($1,050,000) for up to two years, which Rokk3r was required to repay, 

with interest at six percent (6.0%) per annum, upon the earlier of September 17, 2022 or an Event 

of Default under the Note. A copy of the Note is attached hereto as Exhibit A.

8. Shortly before September 17, 2022, the “Maturity Date,” Rokk3r claimed to Prisma

Plast that it was unable to repay the amounts due under the Note. 

9. Rokk3r’s alleged inability to repay the loan constitutes an Event of Default under

the Note, in which case all amounts payable under the Note become immediately due. See Ex. A 

§ 2, at 1.

10. In response to Rokk3r’s purported inability to repay its debt, Prisma Plast notified

Rokk3r, in writing, of Rokk3r’s default under the Note and demanded immediate payment of the 

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outstanding balance due and accrued interest thereon in the amount of at least $1,176,000. A true 

and correct copy of this “Default Letter” is attached to this Complaint as Exhibit B.

11. To date, Rokk3r has failed to pay the amounts owed under the Note, despite the

aforementioned Event of Default and the fact that the Maturity Date has long since passed.

12. All conditions precedent to this action have occurred or have been waived.

Count I – Breach of Contract

13. Prisma Plast incorporates and realleges paragraphs 1 through 12 above as if fully set

forth herein.

14. Pursuant to the Note attached hereto as Exhibit A, Defendant Rokk3r promised to

repay to Prisma Plast the principal sum of one million and fifty thousand U.S. dollars ($1,050,000), 

plus simple interest on the unpaid principal amount at a rate equal to six percent (6.0%) per annum, 

upon the earlier of the Maturity Date (September 17, 2022) or an Event of Default.

15. An Event of Default under the Promissory Note is defined, in relevant part, as

Rokk3r’s inability to repay its debts generally as they mature and/or Rokk3r’s becoming insolvent. 

See Ex. A § 4, at 3–4.

16. Prior to the Maturity Date, Rokk3r claimed that it would be unable to repay the

amounts owed under the Notes. This constitutes an Event of Default under the Note.

17. Additionally, and in any event, Rokk3r failed to repay the amounts owed under the

Note by the Maturity Date. This independently constitutes an Event of Default under the Note. 

18. Accordingly, Events of Default exist under the Note, which require Rokk3r to

immediately repay the entire unpaid principal balance together with any accrued but unpaid 

interest thereon.

19. To date, Rokk3r has refused to repay the amounts owed under the Note.

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20. Rokk3r’s failure to repay these amounts constitutes a breach of the Note, and Prisma 

Plast has been damaged by Rokk3r’s failure to comply with its obligations under the Note.

21. As of the date of the filing of this Complaint, Rokk3r owes Prisma Plast the 

outstanding balance due and accrued interest thereon in the amount of at least $1,176,000.00.

22. Further, under the terms of the Note, Prisma Plast is entitled to costs of enforcement 

in connection with Rokk3r’s indebtedness, which include, among other things, attorneys’ fees and 

costs. See Ex. A § 5, at 5.

WHEREFORE, for the foregoing reasons, Prisma Plast respectfully requests that this 

honorable Court enter judgment in favor of Prisma Plast and against Defendant Rokk3r for 

damages in the amount of at least $1,176,000.00—plus, among other things, costs, interest, and 

attorneys’ fees—and such other and reasonable award as this Court deems just and proper.

Dated: December 8, 2022

Respectfully submitted,

WINSTON & STRAWN LLP

200 S. Biscayne Blvd., Suite 2400

Miami, FL 33131

Tel.: (305) 910-0646

/s/ Adam M. Foslid

ADAM M. FOSLID

Florida Bar No. 682284

Email: AFoslid@winston.com

CLAUDIA D. OJEDA

Florida Bar No. 1010807

Email: COjeda@winston.com

Counsel for Plaintiff Prisma Plast Corp.

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