FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

McGraw James D

2. Date of Event Requiring Statement (MM/DD/YYYY)
1/6/2017 

3. Issuer Name and Ticker or Trading Symbol

IRONCLAD ENCRYPTION Corp [IRNC]

(Last)        (First)        (Middle)

777 SOUTH POST OAK LANE, SUITE 1700

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                            ___ X ___ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
President / CEO /

(Street)

HOUSTON, TX 77056       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

1/13/2017 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A, Common Stock   23480891   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock (Right to Buy)   (1) 1/6/2017   1/6/2019   Class A, Common Stock   500000   $0.15   D    
Stock Option (Right to Buy)   1/5/2018   1/5/2021   Class A, Common Stock   1000000   $0.15   D    
Stock Option (Right to Buy)   1/5/2019   1/5/2022   Class A, Common Stock   1000000   $0.15   D    
Stock Option (Right to Buy)   1/5/2020   1/5/2023   Class A, Common Stock   1000000   $0.15   D    
Stock Option (Right to Buy)   1/5/2021   1/5/2024   Class A, Common Stock   1000000   $0.15   D    
Stock Option (Right to Buy)     (2)   (3) Class A, Common Stock   10000000   $1   D    

Explanation of Responses:
(1)  Prior to Reporting Person becoming an insider, he received a right to purchase shares on a person to person transaction.
(2)  These Options become exercisable at such time as the price of the Company's Class A Common Stock as quoted on the market on which it is traded equals or exceeds Fifteen Dollars ($15.00) per share.
(3)  These Options expire if not exercised before two (2) years after vesting.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
McGraw James D
777 SOUTH POST OAK LANE
SUITE 1700
HOUSTON, TX 77056 		X X President / CEO

Signatures
/s/ James D. McGraw 9/1/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.