RKFL RocketFuel Blockchain Inc (CE)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

(Check One):

	[X] Form 10-K [  ] Form 20-F [  ] Form 11-K [  ] Form 10-Q [  ] Form 10-D [  ] Form N-SAR
	[  ] Form N-CSR

 

For Period Ended: March 31, 2021

 

	[  ] Transition Report on Form 10-K
	[  ] Transition Report on Form 20-F
	[  ] Transition Report on Form 11-K
	[  ] Transition Report on Form 10-Q
	[  ] Transition Report on Form N-SAR

 

For the Transition Period Ended: N/A

 

Read Instruction (on back page) Before Preparing Form. Please print or type.

 

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:________________________

 

PART I – REGISTRANT INFORMATION

 

Full name of registrant:

RocketFuel Blockchain, Inc.

 

Former name if applicable:

 

Address of principal executive office (Street and number):

201 Spear Street, Suite 1100

 

City, State and Zip Code:

San Francisco, CA 94105

 

 

 

PART II – RULE 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

[X]

(a)     (b)             (c)

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense   The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and   The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III – NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

The Registrant was unable, without unreasonable effort and expense, to prepare its accounting records and schedules in sufficient time to enable its independent registered public accounting firm to complete its audit of the Registrant’s financial statements to be contained in our Annual Report on Form 10-K for the fiscal year ended March 31, 2021. It is anticipated that the Form 10-K, along with the audited financial statements, will be filed within the fifteen (15) day extension period.

 

PART IV – OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification:

 

	Bennett J. Yankowitz		(424) 256-8560
	(Name)		(Area Code) (Telephone number)

 

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

 

[X] Yes [  ] No

 

 

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

 

[ X ]Yes [  ] No

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

The Registrant anticipates reporting (i) net loss of approximately $2,417,000, which includes non-cash stock-based compensation costs of approximately $1,690,000, for the fiscal year ended March 31, 2021 compared with a net loss of approximately $125,200 for the fiscal year ended March 31, 2020; (ii) approximately $800,000 of cash as of March 31, 2021 as compared to approximately $8,000 of cash as of March 31, 2019; and (iii) positive working capital of approximately $738,000 as of March 31, 2021 compared with negative working capital of approximately $62,000 as of March 31, 2020. A more detailed discussion of results of operations will be included in the Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Form 10-K to be filed.

 

 

RocketFuel Blockchain, Inc.

(Name of registrant as specified in charter)

 

Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

 

	By:	/s/ Bennett J. Yankowitz
	Name:	Bennett J. Yankowitz
	Title:	Chief Financial Officer

 

Date: June 29, 2021

 

INSTRUCTION. The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).