United States 

Securities and Exchange Commission 

Washington, D.C. 20549 

 

FORM 12b-25 

NOTIFICATION OF LATE FILING 

 

 

(check one)

 

-ü- 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, 2020

 

---  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:

 

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:

 

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PART 1 – REGISTRANT INFORMATION

 

Full Name of Registrant:                IronClad Encryption Corporation 

Former Name if Applicable:              Butte Highlands Mining Company 

Address of Principal Executive Office:One Riverway, 777 South Post Oak Lane, Suite 1700 

City, State and Zip Code:               Houston, Texas 77056 

 

 

PART II – RULES 12b-25(b) and (c)

 

(a)  The reason described in reasonable detail in Part III of this form could not be eliminated without

unreasonable effort or expense;

 

-ü- (b)  The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form  

N-SAR, Form NCSR or portion thereof will be filed on or before the fifteenth calendar day following the

prescribed due date; or the subject quarterly report on Form 10-Q, or portion thereof will be filed on or before

the fifth calendar day following the prescribed due day; and

 

(c)  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, N-SAR, N-CSR, or the transition report or portion

thereof, could not be filed within the prescribed time period.

 

IronClad Encryption Corporation (the “Company”) has determined that it is not able to file its Annual Report on Form 10-K for the twelve month period ended March 31, 2020 (the “Form 10-K”) by the prescribed date without unreasonable effort or expense.  IronClad has limited internal staff resources and especially so in light of the recent resignations of certain officers of the Company.

The Company has also entered into approximately 22 note agreements, of which 22 are convertible, in the last two fiscal years; 16 of the notes (all convertible) are outstanding at March 31, 2020 (there are also 9 derivative liabilities still outstanding of 16 since inception).

In addition, conversions and warrant exercises have occurred on several of the loans in the twelve month period ended March 31, 2020 during which the Company issued about 2,724,087,747 shares of its Class A shares.  The convertible loans have beneficial conversion features or derivative liability elements requiring sophisticated quantitative valuation efforts and reporting requirements at inception, at subsequent reporting periods, and on dates of conversions.  Due to these factors, IronClad needs additional time to complete its reporting on the Form 10-K for the twelve month period.

The Company is therefore unable to file its Form 10-K within the prescribed time period without unreasonable effort or expense. The Company expects to file its Form 10-K on or before the fifteenth calendar day following the prescribed due date.

 

PART IV – OTHER INFORMATION

 

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

 

         David G. Gullickson                 888                  362-7972 x710

    --------------------------------      -----------        ------------------------

                 (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 reports) been filed?  If the answer is no, identify report(s).                                    ü 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?     ü 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.

 

Net losses to be reported for the twelve month period ended March 31, 2020 are estimated to be approximately $9,975,000.

Net operating losses are estimated to be about $8,675,000.  The net operating losses disclosed here are similar to the rates of cost incurrence and losses reported for the twelve month period ended March 31, 2019 ($10, 113,724).

Net losses for the twelve month period ended March 31, 2020 compared to the prior period in 2019 vary mostly as a result of fluctuations in interest and financing fee costs related to valuations and revaluations, as appropriate, of derivative liabilities and related fluctuations in our stock price.

Common shares outstanding at March 31, 2020 are 2,864,256,139, and 3,008,763,511 as of the date of this filing.

 

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SIGNATURE 

IronClad Encryption Corporation 

(Name of Registrant as Specified in Charter) 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

 August 13, 2020                       /s/ David G. Gullickson

------------------------    By: ------------------------------------ 

 Date                                    David G. Gullickson, Vice President of Finance and Principal Financial Officer

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