Current Report Filing (8-k)
April 26 2023 - 04:26PM
Edgar (US Regulatory)
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2023-04-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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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