United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(check one)
--- 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, 2018
-ü-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: March 31, 2018
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 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 fifteenth 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 unable to file its Annual Report on Form 10-KT for the transition period ended March 31, 2018 (the “Form 10-KT”) by the prescribed date without unreasonable effort or expense. The Form 10-KT will be the Company’s second audited report period in the 18 months following the completion of its share exchange in early 2017. In addition, since December 31, 2017, the Company has almost tripled, on a consolidated basis, the number of its employees.
Accordingly, due to the significant changes in the business since the completion of the share exchange and the significant amount of time completing its first audited annual report (2017), and significant time spent on-boarding new employees and developing the Company’s corporate infrastructure to account for the new employees, the Company needs additional time to complete its transition period-end audit, external reporting and the Form 10-KT.
The Company is therefore unable to file its Form 10-KT within the prescribed time period without unreasonable effort or expense. The Company expects to file its Form 10-KT 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 three month transition period ended March 31, 2018 will be approximately $3,040,000. Revenue is about $225,000. The transition period net losses disclosed here are similar to the rates of cost incurrence and losses incurred during those reported for the three month periods ended September 30, 2017 and December 31, 2017. Most of the additional costs for the three month period ended March 31, 2018 relate to costs of more employees employed in the last five weeks of the transition period to provide services to a new customer.
(Revenue for the quarter ending June 30, 2018 is estimated to be an additional $575,000.)
Generally, operating costs and losses in 2018 compared to early 2017, shortly after its share exchange, relate to the Company’s change to actively implementing its business plans to develop and market its encryption software and related products. Net losses for the transition period in 2018 compared to similar prior period in 2017 are much greater because the Company during 2017 had less staff, only limited operations and thus much lower reported net losses.
*********************************************************************************************
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.
June 27, 2018 /s/ David G. Gullickson
----------------------
By: ------------------------------------
Date David G. Gullickson, Vice President of Finance and Principal Financial Officer
