Current Report Filing (8-k)
April 26 2023 - 4:26PM
Edgar (US Regulatory)
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2023-04-26
2023-04-26
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): April 26, 2023 (April 10, 2023)
ROCKETFUEL
BLOCKCHAIN, INC. |
(Exact
Name of Registrant as Specified in Charter) |
Nevada |
|
033-17773-NY |
|
90-1188745 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
3651
Lindell Road, Suite D565, Las Vegas, NV 89103 |
(Address
of Principal Executive Offices) |
|
(424)
256-8560 |
(Registrant’s
Telephone Number) |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
None |
|
None |
|
None |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
4.01. | Change
in Registrant’s Certifying Accountant |
In February 2023
RocketFuel Blockchain, Inc. (the “Company”), at the recommendation of the Company’s Board of Directors, orally
terminated Prager Metis
CPAs, LLC (“Prager Metis”)
as its independent registered public accounting firm. On April 10, 2023, Prager Metis
sent the Company a letter confirming its
resignation. On April 6, 2023, the Company, based on the decision of its board of directors, approved the engagement of Turner,
Stone & Company, L.L.P. (“Turner, Stone & Company”) to serve as the Company’s independent registered
public accounting firm.
The
reports of Prager Metis on the Company’s financial statements for the years ended March 31, 2022 and 2021 did not contain
an adverse opinion or disclaimer of opinion and were not qualified or modified as to audit scope or accounting principles but did contain
a paragraph referring to the uncertainty with respect to the Company’s ability to continue as a going concern.
During
the years ended March 31, 2022 and 2021, and in the subsequent period through April 10, 2023, there were no disagreements with Prager
Metis on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which
if not resolved to the satisfaction of Prager Metis, would have caused Prager Metis to make reference to the matter in
its reports on the Company’s financial statements for such periods. During the years ended March 31, 2022 and 2021, and in the
subsequent period through April 10, 2023, there were no reportable events of the types described in Item 304(a)(1)(v) of Regulation S-K.
The
Company provided Prager Metis with a copy of the disclosures in the preceding three paragraphs and requested in writing
that Prager Metis furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not
they agree with such disclosures. Prager Metis provided a letter, dated April 26, 2023 stating its agreement with such
statements, which is included as exhibit 16.1 to this Form 8-K.
During
the fiscal year ended March 31, 2022 and through the date of the board of directors’ decision, the Company did not consult Turner,
Stone & Company with respect to the application of accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, or any other matter or
reportable events listed in Items 304(a)(2)(i) and (ii) of Regulation S-K.
Item
4.02. |
Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review |
Prager
Metis did not perform a review of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2022,
as filed with the Commission on April 3, 2023. Prager Metis sent the Company a letter on April 10, 2023 stating that Prager Metis
did not review the financial statements contained therein as required by the SEC’s rules and regulations and such financial
statements should therefore not be relied upon as having been reviewed by Prager Metis. The Company will file an amendment to its
Form 10-Q for the fiscal quarter ended December 31, 2022 after such interim financial statements have been reviewed by an
independent public accountant.
Item
9.01. | Financial
Statements and Exhibits |
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
RocketFuel
Blockchain, Inc. |
|
|
|
|
By: |
/s/
Bennett J. Yankowitz |
|
Name: |
Bennett
J. Yankowitz |
|
Title: |
Chief
Financial Officer |
Dated:
April 26, 2023
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