0001052918-17-000550.txt : 20171114 0001052918-17-000550.hdr.sgml : 20171114 20171114122924 ACCESSION NUMBER: 0001052918-17-000550 CONFORMED SUBMISSION TYPE: NT 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170930 FILED AS OF DATE: 20171114 DATE AS OF CHANGE: 20171114 EFFECTIVENESS DATE: 20171114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IRONCLAD ENCRYPTION Corp CENTRAL INDEX KEY: 0001455926 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 810409475 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-53662 FILM NUMBER: 171199784 BUSINESS ADDRESS: STREET 1: 777 S. POST OAK LANE STREET 2: SUITE 1700 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: (888) 362-7972 MAIL ADDRESS: STREET 1: 777 S. POST OAK LANE STREET 2: SUITE 1700 CITY: HOUSTON STATE: TX ZIP: 77056 FORMER COMPANY: FORMER CONFORMED NAME: Butte Highlands Mining Company, Inc. DATE OF NAME CHANGE: 20090210 NT 10-Q 1 ice12b25nov1417.htm IRONCLAD ENCRYPTION CORPORATION FORM 12B-25 Ironclad Encription Corporation




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;    -ü-Form 10-Q;   ---  Form 10-D;

---  Form N-SAR;  --- Form N-CSR


For Period Ended:  September 30, 2017


---  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, TX  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.


During the three month period ended September 30, 2017 the Company entered into a series of debt and equity transactions, some of which included embedded derivatives.  The quantification of the transaction valuations (using a Black-Scholes valuation model in several instances) and subsequent accounting recognition and reporting required extra time on the part of the Company’s limited staff resources.



PART IV – OTHER INFORMATION


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


          David G. Gullickson                 281                  455-1999

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

                  (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



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(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 and nine month periods ended September 30, 2017 will be approximately $3,304,769 and $7,666,292, respectively.  The quarterly and year to date net losses disclosed are higher rates of cost incurrence than those reported for the periods ended June 30, 2017.  Most of the increased costs for the three month period ended September 30, 2017 relate to costs of more employees and who were also fully employed for the entire quarter and at compensation rates higher than through the periods ended June 30, 2017.  The company also incurred significant costs related to a series of note agreements in the quarter.


Generally, operating costs and losses in 2017 relate to the Company’s change to actively implementing its business plans to now develop and market its encryption software and related products.  Net losses for all periods in 2017 compared to similar prior periods in 2016 are significantly greater because the Company during 2016 had no staff, only limited operations and thus much lower reported net losses.


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SIGNATURE

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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.


  November 14, 2017

/s/ David G. Gullickson

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

  Date

David G. Gullickson

Vice President of Finance and Principal Financial Officer