ROCKETFUEL BLOCKCHAIN, INC. : Changes in registrant’s certified public accountant, lack of confidence in previous financial statements, audits or preliminary review, financial statements and exhibits (Form 8-K)

Item 4.01. Change in registrant’s accountant

In February 2023, RocketFuel Blockchain, Inc. (the “Company”), upon the recommendation of the Company’s Board of Directors, terminated Prager Metis CPAs, LLC (“Prager Metis”) as its independent registered public accounting firm. On 10 April 2023, Prager Metis sent the company a letter confirming its termination. On April 6, 2023, the Company, pursuant to resolution of the Board of Directors, approved the engagement of Turner, Stone & Company, LLP (“Turner, Stone & Company”) to serve as the Company’s independent registered public accounting firm.

The reports from Prager Metis on the company’s financial statements for the years ended 31 March 2022 and 2021 did not contain an adverse statement or disclaimer of opinion and were not qualified or modified with respect to audit scope or accounting principles, but did contain a paragraph referring to the uncertainty with respect to the company’s ability to continue operations.

During the years ended March 31, 2022 and 2021, and in the subsequent period up to and including April 10, 2023, there were no disagreements with Prager Metis on any matter of accounting principles or practices, disclosure of financial statements or audit scope or procedure, which, if not resolved to Prager Metis’s satisfaction, would have prompted Prager Metis to refer to the matter in its reports on the company’s accounts 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 type described in paragraph 304(a)(1)(v) of Regulation SK .

The Company provided Prager Metis with a copy of the disclosures in the preceding three paragraphs and requested in writing that Prager Metis provide the Company with a letter addressed to the Securities and Exchange Commission indicating whether or not it agrees with such disclosures. Prager Metis provided a letter, dated April 26, 2023, agreeing with such statements, which is included as Exhibit 16.1 to this Form 8-K.

During the fiscal year ended March 31, 2022 and up to the date of the Board’s decision, the Company did not consult Turner, Stone & Company with respect to the application of accounting principles to a specified transaction, whether completed or proposed, or the type of audit opinion that may be issued on the company’s consolidated accounts, or other conditions or reportable events listed in section 304(a)(2)(i) and (ii) of Regulation SK.

Mail 4.02. Non-reliance on previously issued accounts or related

           Audit Report or Completed Interim Review

Prager Metis did not conduct 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 rules and regulations of the SEC, and such financial statements should therefore not be relied upon as reviewed by Prager Metis. The Company will file an amendment to 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. Annual accounts and exhibitions

(d) Exhibits


Exhibit No.   Description

16.1            Letter from Prager Metis CPAs, LLC to the Securities and Exchange
              Commission dated April 26, 2023 with respect to the disclosure in
              this Form 8-K.

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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