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


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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