Item 15.

Exhibits, Financial Statement Schedules

Exhibits, Financial Statement Schedules

The following are filed as part of this Form 10-K:

(1)

(1)

Financial Statements: For a list of financial statements which are filed as part of this Annual Report on Form 10-K, see Page 9. (2) Exhibits Exhibit No. Description 3.1 Articles of Incorporation, as filed as an exhibit to the Company’s Form S-1 Registration Statement filed September 8, 1987. 3.2 Bylaws, as filed as an exhibit to the Company’s Form S-1 Registration Statement filed September 8, 1987. 3.3* Certificates of Amendment to Articles of Incorporation through December 31, 2017. 10.1* Release and Consent Agreement, dated November 13, 2015, between the Company, Red Rock Servicing and Richard Kaye. 23.1* Consent of Pritchett, Siler & Hardy, P.C., Independent Public Accounting Firm 31.1* Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of the Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of the Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ** 101.INS XBRL Instance Document. 101.SCH XBRL Taxonomy Extension Schema Document. 101.CAL XBRL Taxomony Extension Calculation Linkbase Document. 101.LAB XBRL Taxonomy Extension Label Linkbase Document. 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document. 101.DEF XBRL Taxonomy Extension Definition Linkbase Document. * Filed herewith. ** In accordance with Item 601(b)(32)(ii) of Regulation S-K, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-K, and will not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.  Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. See Item 8, page 33. (2) Exhibits Exhibit               Filed or Furnished Number   Exhibit Description   Form   Exhibit   Filing Date   Herewith 2.1   Contribution Agreement, dated June 27, 2018, by and among the Company, RocketFuel Blockchain Company, Joseph Page, Gert Funk, PacificWave Partners Limited, PacificWave Partners UK Ltd. And Saxton Capital Ltd.   8-K   2.1   6/29/18                           3.1   Articles of Incorporation   S-1   3.1   9/8/87                           3.2   Amended and Restated Bylaws   8-K   2.1   6/29/18                           3.3   Certificates of Amendment to Articles of Incorporation through December 31, 2017   S-1   3.3   3/30/21                           3.4   Certificate of Amendment, dated September 25, 2018, as filed with the Secretary of State of the State of Nevada   S-1   3.4   3/30/21                           4.1   Form of Stock Certificate                                       10.1   Indemnification Agreement dated as of January 19, 2016, between Bennett Yankowitz and the Company   8-K   10.2   1/22/16                           10.2   Indemnification Agreement dated as of January 19, 2016, between Henrik Rouf and the Company   8-K   10.3   1/22/16                           10.3   2018 Stock Incentive Plan   14-C   Annex B   8/28/18                           10.4   Subscription Agreement, dated April 29, 2020, between the Company and Investorlisten ApS   S-1   10.4   3/30/21                           10.5   Warrant Agreement, dated May 1, 2020, between the Company and Investorlisten ApS   S-1   10.5   3/30/21                           10.6   Agreement with Investorlisten ApS   S-1   10.6   3/30/21                           10.7   Executive Employment Agreement, dated as of September 15, 2020, between the registrant and Peter M. Jensen   8-K   10.1   9/21/20                           10.8   Indemnification Agreement dated as of September 15, 2020, between Peter M. Jensen and the Company   S-1   10.8   3/30/21                           10.9   Amendment No. 1 to 2018 Stock Option Plan   8-K   10.2   9/21/20                           10.10   Executive Employment Agreement, dated as of September 14, 2020, between the registrant and Rohan Hall   8-K   10.1   10/8/20                           10.11   Indemnification Agreement dated as of September 14, between Rohan Hall and the Company   S-1   10.11   3/30/21                           10.12   Common Stock Purchase Agreement dated as of February 25, 2021 between Triton Funds LP and RocketFuel Blockchain, Inc.   8-K   10.1   3/3/21                           10.13   Common Stock Purchase Warrant dated as of February 25, 2021 between Triton Funds LP and RocketFuel Blockchain, Inc.   8-K   10.2   3/3/21                           10.14   Indemnification Agreement dated as of January 1, 2021, between Gert Funk and the Company   S-1   10.14   3/30/21                           10.15   Indemnification Agreement dated as of February 15, 2021, between Kurt Kumar and the Company   S-1   10.15   3/30/21                           10.16   Amendment No. 2 to 2018 Stock Option Plan   S-1   10.16   3/30/21     43 10.17   Executive Employment Agreement, dated as of February 15, 2021, between the registrant and Bennett J. Yankowitz   S-1   10.17   3/30/21                           10.18   Executive Employment Agreement, dated as of February 15, 2021, between the registrant and Gert Funk   S-1   10.18   3/30/21                           10.19   Warrant dated February 15, 2021, from the Company to Peter M. Jensen   S-1   10.19   3/30/21                           14.1   Code of Ethics   10-KSB   14.1   3/30/04                           14.2   Amended and Restated Code of Ethics   S-1   14.2   3/30/21                           21.1   Subsidiaries of the registrant   S-1   21.1   3/30/21                           31.1   Certification of Principal Executive Officer pursuant to Section 302 Sarbanes-Oxley Act of 2002               X                       31.2   Certification of Principal Financial and Accounting Officer pursuant to Section 302 Sarbanes-Oxley Act of 2002               X                       32.1   Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002               X                       32.2   Certification of Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002               X                       101.INS   XBRL Instance Document.               X                       101.SCH   XBRL Taxonomy Extension Schema Document.               X                       101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document.               X                       101.LAB   XBRL Taxonomy Extension Label Linkbase Document.               X                       101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document.               X                       101.DEF   XBRL Taxonomy Extension Definition Linkbase Document.               X Item 16. Form 10–K Summary None. - 15 - 44 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The To the Board of Directors and Stockholders B4MC Gold Mines,Stockholders of RocketFuel Blockchain, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of B4MC Gold Mines,Rocketfuel Blockchain, Inc. (the “Company”) as of DecemberMarch 31, 20172021 and 2016,2020, and the related statements of operations, statement of stockholders’ deficit and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of DecemberMarch 31, 20172021 and 2016,2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Going Concern Emphasis of a Matter The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company does not have any businessreported a net loss of $2,363,582 and $125,039 and a negative cash flow from operations has recurring losses, negative working capitalof $636,257 and may be unable to raise further equity.$132,898 for the years ended March 31, 2021 and 2020, respectively. These factors, among others, raise substantial doubt regarding the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertaintyuncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits.audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our auditsaudit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the auditsaudit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our auditsaudit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our auditsaudit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provideaudit provides a reasonable basis for our opinion. /s/ Prager Metis CPAs LLC We have served as the Company’s auditor since 2018 Hackensack, New Jersey July 22, 2021 F-1 /s/ Paritz & Company, P.A.ROCKETFUEL BLOCKCHAIN, INC. We have served as the Company’s auditors since 2018 Hackensack, New JerseyBalance Sheets June 14, 2018     March 31, 2021     March 31, 2020   ASSETS                 Current assets                 Cash   $ 800,331     $ 7,838   Accounts receivable     10,000       -   Prepaid and other current assets     5,000       -   Total current assets     815,331       7,838   Total assets   $ 815,331       7,838                     LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)                 Current liabilities:                 Accounts payable and accrued expenses   $ 144,830     $ 64,812   Payable to related party     35,475       5,503   Deferred revenue     10,000       -   Total current liabilities     190,305       70,315   Total liabilities     190,305       70,315                   Stockholders’ equity (deficit):                 Preferred stock; $0.001 par value; 50,000,000 and 0 shares authorized; and 0 shares issued and outstanding as of March 31, 2021 and 2020, respectively     -       -   Common stock; $0.001 par value; 250,000,000 shares authorized; 24,438,416 shares and 22,809,666 shares issued and outstanding as of March 31, 2021 and 2020, respectively     24,438       22,810   Additional paid-in capital     4,584,214       1,534,757   Accumulated deficit     (3,983,626 )     (1,620,044 ) Total stockholders’ equity (deficit)     625,026       (62,477 ) Total liabilities and stockholders’ equity (deficit)   $ 815,331     $ 7,838   B4MC Gold Mines, Inc. Balance Sheets (In thousands, except share and per share amounts)     December 31,   2017   2016 ASSETS       Current assets:         Cash $ -    $ -      Total current assets and total assets -    -          LIABILITIES AND STOCKHOLDERS’ DEFICIT       Current liabilities:         Accounts payable and accrued expenses $ 91    $ 71    Advances payable from related parties 7    6      Total current liabilities and total liabilities 98    77          Stockholders’ deficit:         Common stock; $0.001 par value; 750,000,000 shares authorized; 5,667,104 shares and 5,667,104 shares issued; and outstanding as of December 31, 2017 and 2016, respectively 6    6    Additional paid-in capital 2,657    2,657    Accumulated deficit (2,761)   (2,740) Total stockholders’ deficit (98)   (77) Total liabilities and stockholders’ deficit $ -    $ -  The accompanying notes are an integral part of these financial statements. F-2 ROCKETFUEL BLOCKCHAIN, INC. B4MC Gold Mines, Inc. Statements of Operations (In thousands, except share and per share amounts)           Years Ended December 31,   2017   2016 Revenues $ -    $ -          Expenses:         General and administrative 71    44        Total expenses 71    44  Loss from operations (71)   (44) Other Income:         Transaction fee income 50    -          Total other income 50    -  Net loss before provision for income taxes (21)   (44) Provision for income taxes -    -  Net loss $ (21)   $ (44)         Net loss per common share, basic and diluted $ (0.00)   $ (0.01)         Weighted average common shares outstanding, basic and diluted 5,667,104    5,667,104  Statements of Operations     Year Ended March 31, 2021     Year Ended March 31, 2020   Revenues   $ -     $ -                     Operating expenses:                 Research and development expenses     163,405       3,390   General and administrative expenses     2,200,177       121,649   Total operating expenses     2,363,582       125,039   Loss from operations     (2,363,582 )     (125,039 ) Net loss before provision for income taxes     (2,363,582 )     (125,039 ) Provision for income taxes     -       -   Net loss   $ (2,363,582 )   $ (125,039 )                   Net loss per common share:                 Basic and diluted   $ (0.10 )   $ (0.01 )                   Weighted average common shares outstanding:                 Basic and diluted     23,541,520       22,749,087   The accompanying notes are an integral part of these financial statements. F-3 ROCKETFUEL BLOCKCHAIN, INC. B4MC Gold Mines, Inc. Statement of Stockholders’ Deficit For the Years Ended December 31, 2017 and 2016 (In thousands except per share amounts)       Common Stock                 Shares   Amount   Additional Paid-in Capital   Accumulated Deficit   Total Stockholders’ Deficit Balance at December 31, 2015   5,667,104   $ 6   $ 2,657   $ (2,696)   $ (33)   Net loss               (44)   (44) Balance at December 31, 2016   5,667,104   6   2,657   (2,740)   (77)   Net loss               (21)   (21) Balance at December 31, 2017   5,667,104   $ 6   $ 2,657   $ (2,761)   $ (98) Statement of Stockholders’ Equity (Deficit) For the Years Ended March 31, 2020 and 2021     Shares     Amount     Shares     Amount     Capital     Deficit     (Deficit)       Preferred Stock Outstanding     Common Stock Outstanding     Additional Paid-in     Accumulated     Total Stockholders’ Equity       Shares     Amount     Shares     Amount     Capital     Deficit     (Deficit)   Balance at March 31, 2019         -     $       -       22,688,416     $ 22,688     $   1,413,629     $ (1,495,005 )   $          (58,688 ) Issuance of common stock in connection with private placement     -       -       121,250       122       121,128               121,250   Issuance of common stock to consultant for services     -               -                                   Issuance of common stock to consultant for services, shares                                                         Issuance of common stock in connection with exercise of investor warrants     -               -                                   Issuance of common stock in connection with exercise of investor warrants, shares                                                         Stock-based compensation - employee and consultant option grants                                                         Placement agent fee                                                         Stock-based compensation – CEO warrant                                                         Net loss                                             (125,039 )     (125,039 ) Balance at March 31, 2020     -     $ -       22,809,666     $ 22,810     $ 1,534,757     $ (1,620,044 )   $ (62,477 ) Balance at March 31, 2020     -     $ -       22,809,666     $ 22,810     $ 1,534,757     $ (1,620,044 )   $ (62,477 ) Issuance of common stock in connection with private placement     -       -       478,750       478       478,272               478,750   Issuance of common stock to consultant for services     -       -       150,000       150       161,850       -       162,000   Issuance of common stock in connection with exercise of investor warrants     -       -       1,000,000       1,000       999,000               1,000,000   Stock-based compensation - employee and consultant option grants     -       -                       1,090,204               1,090,204   Stock-based compensation – CEO warrant                                     370,131               370,131   Placement agent fee     -       -                       (50,000 )             (50,000 ) Net loss                                             (2,363,582 )     (2,363,582 ) Balance at March 31, 2021     -     $ -       24,438,416     $ 24,438     $ 4,584,214     $ (3,983,626 )   $ 625,026   The accompanying notes are an integral part of these financial statements. F-4 ROCKETFUEL BLOCKCHAIN, INC. B4MC Gold Mines, Inc. Statements of Cash Flows (In thousands)     Years Ended December 31,   2017   2016 Cash flows from operating activities:         Net loss $ (21)   $ (44)   Changes in assets and liabilities:           Accounts payable and accrued expenses 20    28        Net cash flows used in operating activities (1)   (16) Cash flows from financing activities:         Proceeds from related party advances 1    6        Net cash flows provided by financing activities 1    6        Net change in cash -    (10)       Cash at beginning of year -    10        Cash at end of year $ -    $ -          Supplemental disclosure of cash flow information:         Interest paid $ -    $ -    Income taxes paid $ -    $ -          Statements of Cash Flows     Year Ended March 31, 2021     Year Ended March 31, 2020   Cash flows from operating activities:                 Net loss   $ (2,363,582 )   $ (125,039 ) Adjustments to reconcile net loss to net cash flows used in operating activities                 Stock-based compensation in connection with employee stock option grants and warrant issuance     1,460,335           Stock-based compensation in connection with stock issued for consulting services     162,000       -   Changes in assets and liabilities:                 Accounts receivable     (10,000 )     -   Prepaid and other current assets     (5,000 )     -   Accounts payable and accrued expenses     80,018       (13,362 ) Payable to related party     29,972       5,503   Deferred revenue     10,000       -   Net cash flows used in operating activities     (636,257 )     (132,898 ) Cash flows from financing activities:                 Proceeds from issuance of common stock, net of placement agent fee     1,428,750       121,250   Net cash flows provided by financing activities     1,428,750       121,250   Net change in cash     792,493       (11,648 ) Cash at beginning of year     7,838       19,486   Cash at end of year   $ 800,331     $ 7,838                     Supplemental disclosure of non-cash flow information:                 Interest paid   $ -     $ -   The accompanying notes are an integral part of these financial statements. F-5 F-5ROCKETFUEL BLOCKCHAIN, INC. B4MC GOLD MINES, INC. NOTES TO FINANCIAL STATEMENTS DECEMBERMARCH 31, 20172021 1.Business Business BusinessOur Corporate History We were organized under the laws of the State of Delaware, on April 2, 1987, as BK Ventures. We were organized to create a corporate vehicle to seek On June 27, 2018 (the “Closing Date”), RocketFuel Blockchain Company (“RBC”) and acquire a business opportunity. In June 2000, we reincorporated under the laws of the State of Nevada. In October 2013, we amended our articles of incorporation to change our name to B4MC Gold Mines, Inc. We are engaged in efforts to identify an operating company to acquire, a Nevada Corporation (“B4MC” or merge with through an equity-based exchange transactionthe “Purchaser”), consummated the transactions contemplated by that would likely result in a change in control. As our planned principal operations have not yet commenced, our activities are subject to significant riskscertain Contribution Agreement (the “Contribution Agreement”) made and uncertainties, includingentered into as of June 27, 2018 by and among RBC, the need to obtain additional financing, as described below. On July 15, 2015, we filed an amendment to our Articles of Incorporation with the Secretary of State of the State of Nevada providing for a one-for-fifty reverse split of the outstanding shares of our common stock effective August 21, 2015. The authorized shares of our common stock were not adjusted as a result the reverse stock split. All shares described below reflect the effect of the one-for-fifty reverse split that was effective on August 21, 2015. Change-in-Control Transaction On May 12, 2015, we sold 4,979,593 newly issued shares of our common stock, par value $0.001 per share, toPurchaser and Gert Funk, Joseph Page, PacificWave Partners Limited, PacificWave Partners UK Ltd. and Saxton Capital Ltd (collectively referred to herein as the “Sellers”, individually each a Gibraltar Company (“PacificWave”“Seller”), at a price. Pursuant to the Contribution Agreement the Sellers contributed, transferred, assigned and conveyed to B4MC all right, title and interest in and to one hundred percent (100%) of $0.05 the issued and outstanding Common Stock of RBC for an aggregate of 17,001,312 shares of Common Stock, par value $0.001 per share, representing aggregate gross proceeds of approximately $249,000. Of this amount, $225,000 was paid to certain creditors and claimantsB4MC (the “Purchaser Common Stock”), (such transaction, the “Business Combination”). As a result of the CompanyBusiness Combination, RBC became a 100% wholly owned subsidiary of B4MC. In September 2018 B4MC changed its name to RocketFuel Blockchain, Inc. References to “we” and similar terms in exchangethis report are to B4MC after the consummation of the Business Transaction. Prior to the Business Combination, B4MC was a “shell company,” as such term is defined in Rule 12b-2 under the Exchange Act. As a result of the Business Combination, we have ceased to be a “shell company.” The information contained in this report constitutes the information necessary to satisfy the conditions contained in Rule 144(i)(2) under the Securities Act. The Business Combination was treated as a “reverse acquisition” of RBC for releases of such outstanding claims,financial accounting purposes. RBC was considered the acquirer for accounting purposes, and the remaining approximate $24,000 was placed in escrow and was subject to release pendinghistorical financial statements of BFMC before the fulfillment of certain conditions. SimultaneousBusiness Combination were replaced with the purchasehistorical financial statements of RBC before the above described shares of our common stock, PacificWave purchased from Elwood Shepard, our then principal shareholder, 520,476 shares of our outstanding shares of common stock, representing 75.9% ofBusiness Combination in all future filings with the outstanding shares priorSEC. The Purchaser Common Stock issued to the issuance of the newly issued shares. The purchase price of such shares was approximately $26,000, which amount was deposited in escrow and will be disbursed in the same manner and under the same conditions as the amount deposited into escrow from the purchase price of our newly issued common shares. In that all conditions were met, all amounts deposited into escrow were disbursed pursuant to the terms of the escrow in July 2015. At the closing of the purchase of the above described shares, PacificWave contributed $175,000 in cash to our capital, which was recorded as a credit to additional paid-in capital. At the closing of the transaction on May 12, 2015, PacificWave transferred 1,000,000 of our common shares acquired as described herein to three non-U.S. resident accredited investors at a price of $0.50 per share, or $500,000 in the aggregate. These funds were utilized to effectuate the change-in-control transaction. We were not a party to any of these transactions. At the closing on May 12, 2015, PacificWave transferred 2,698,334 shares to certain persons and entities providing servicesSellers in connection with the transaction as follows: (i) 466,667Business Combination have not been registered under the Securities Act, in reliance upon the exemption from registration provided by Section 4(a)(2), which exempts transactions by an issuer not involving any public offering, Regulation D and/or Regulation S promulgated by the SEC under that section. These shares constituting 8.2%may not be offered or sold in the United States absent registration or an applicable exemption from registration. In this report, references to RocketFuel, the “Company,” “we” and similar terms are to B4MC following the consummation of the outstanding shares,reverse acquisition. In September 2018 B4MC changed its name to Allan Kronborg, a citizen of Denmark; (ii) a total of 966,667 shares, constituting 17.1%RocketFuel Blockchain, Inc. The foregoing description of the outstanding shares, split among PacificWave Partners Europe sarl, PacificWave Partners UK Europe Ltd., Richway Finance Ltd. and Anarholl Ltd., all of which are entities affiliated with Henrik Oerbekker, a citizen of Denmark; and (iii) a total of 1,265,000 shares, constituting 22.3%Contribution Agreement does not purport to be complete. For further information, please refer to the copy of the outstanding shares,Contribution Agreement included as Exhibit 2.1 to nine non-U.S. resident personsthe Current Report on Form 8-K which was filed with the SEC on June 29, 2018. There are representations and entities. Effective September 10, 2015, Anarholl Ltd. gifted 126,667 shareswarranties contained in the Contribution Agreement that were made by the parties to two unaffiliated purchasers in a private transaction, reducing the number of shares beneficially owned by Mr. Oerbekker to 840,000 shares, constituting 14.8%each other as of the outstanding shares. date of execution. The assertions embodied in these representations and warranties were made solely for purposes of the Contribution Agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating their terms. Moreover, some representations and warranties may not be accurate or complete as of any specified date because they are subject to a contractual standard of materiality that is different from certain standards generally applicable to shareholders or were used for the purpose of allocating risk between the parties rather than establishing matters as facts. For these reasons, investors should not rely on the representations and warranties in the Contribution Agreement as statements of factual information. Our Business We were notprovide check-out and payment systems that securely automate and simplify the way online payment and shipping information is received by merchants from their customers. Our check-out systems are designed to enhance customers’ data protection, enabling consumers to pay for goods and services using cryptocurrencies or by direct transfers from their bank accounts without exposing spending credentials such as credit card data. At the same time, our check-out systems are designed to increase the speed, security and ease of use for both customers and merchants and include a partymerchant portal that provides detailed transactions and metrics about payments received by the merchant. F-6 ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2021 They also include a customer portal where shoppers are able to track their payments, configure payment defaults and connect with various cryptocurrency exchanges and banks to facilitate payment to merchants. Merchants are able to integrate a unique pop-up user interface that allows customers to pay directly from their ecommerce checkout page with no need to redirect to another website or web page. Our merchant portal is updated instantly when a payment transaction is made on the merchant website. The merchant is notified of the transaction and can see the transaction details, including the customer that made the transaction, the transaction amount and the transaction items. This information is added to the merchant dashboard where various metrics are tracked and displayed to the merchant, including information about the various cryptocurrencies that are used for payments to that merchant and the different currencies received by the merchant as payment. In addition to various metrics, merchants are able to see a variety of reports, and are able to configure various options including settlement options from their portal. Customers of merchants that use the RocketFuel payment solution are able to track their payments in their online portal. They are also able to track payments they made to all the merchants that are integrated with the RocketFuel payment technology within one consolidated user portal. They are able to connect to multiple exchanges including Coinbase, Binance, Kraken, Gemini and others to pay directly from them. They can also pay from any cryptocurrency wallet. Customers are able to pay from bank accounts as well. These customers are able to make payment with any of these transactions.payment options with 1, 2, or 3 clicks from the merchant checkout page. By default, these customers can choose from dozens of cryptocurrencies to pay from. Effective May 12, 2015, Elwood Shepard, our then sole officer Our payment user interface allows customers to easily onboard as well as to pay for merchants’ products or services with a variety of cryptocurrencies or via bank transfers. The user interface is displayed as a stand-alone popup that allows the creation of new accounts as well as payment directly from crypto exchanges, crypto wallets, and director, resigned,bank accounts, with no redirects to browser tabs or pages. This can be integrated as a plugin on the merchant checkout page or as a browser extension. The plugin comes integrated with popular ecommerce platforms including WooCommerce, Shopify, Prestashop and Bennett J. Yankowitz was appointed as our sole director, President, Secretaryothers. The browser extension is integrated with popular browsers including Chrome, Chromium, Opera, Firefox, and Treasurer.Edge. The payment interface is designed for both web and mobile checkout experiences. Merchants are able to integrate the RocketFuel payment interface to their checkout page with software development kits (SDKs) that are available via the merchant portal. Application programming interfaces (APIs) are also available to the merchant for deeper integration into backend systems, ERP platforms, and other third-party platforms. The RocketFuel payment solution utilizes a variety of blockchains in its execution including Bitcoin, Ethereum and others where the payment transactions are stored. A significant benefit of this technology is that the entire shopping cart checkout process will be accomplished via a distributed ledger or “blockchain,” meaning that merchant websites will no longer required to operate complex payment and check-out infrastructures. Our solution is designed to be implemented on an eCommerce site’s check-out page. The technology will also be used for different scenarios, including paying for services, paying invoices, and other payment strategies. In conjunction with the aforementioned transactions with PacificWave, on May 12, 2015, Mr. Yankowitz purchased from PacificWave 800,000 shares of common stock for an aggregate purchase price of $40,000, or $0.05 per share, reflecting approximately 14.1%addition, we anticipate that a future version of our outstanding sharespayment system will allow for advertisements in which the entire check out process is embedded on third party websites where sales may be completely finalized. Thus, our technology will enable eCommerce strategies that can include advertisements with a fully integrated check-out process. We believe that this has never before been accomplished in any eCommerce arrangement. We believe that such advertisements could provide significant new sales channels to retailers that are simply not possible with legacy check-out solutions. We also believe that transactions costs on our system will be significantly less expensive than the cost of common stockcredit-card transactions. The “single-click” RocketFuel check-out solution is based on a streamlined one- to-three-click check-out process for eCommerce purchases. The system is designed to operate identically across merchant channels with all participating merchants. eCommerce merchants are able to encode their check-out protocol to support our technology and the merchants will no longer have to administer complex check-out and payment gateways at that time. We were not a partytheir eCommerce websites. At the same time, consumers are able to this transaction. Mr. Yankowitz did not have any interest in or contract with Pacific Wave. PacificWaveexperience enhanced data protection opportunities and Mr. Yankowitz did not have any relationship with us prior to the aforementioned change-in-control transaction. On May 15, 2015, Mr. Yankowitz sold 10,000 shares at a price of $0.50 per share $5,000 to an unaffiliated purchaser.significantly improved convenience. F-7 F-6ROCKETFUEL BLOCKCHAIN, INC. B4MC GOLD MINES, INC. NOTES TO FINANCIAL STATEMENTS DECEMBERMARCH 31, 20172021 AtWith the conclusion of all of these transactions, PacificWaveRocketFuel check-out systems, consumers will no longer have to enter credit card information or shipping details every time they want to buy online. Payment and its Managing Directorshipping information will be handled automatically. Using the RocketFuel payment solution, credit card data will no longer be shared or transmitted and sole owner, Henrik Rouf, wereexposed online. Rather, payments will be made via 100% secure cryptocurrency conveyance or direct bank transfer on the beneficial owners of an aggregate of 1,001,666 shares of our common stock, which constituted 17.7% ofblockchain. Our corporate headquarters are located in San Francisco, California. Fiscal Year Our fiscal year ends on March 31. References herein to fiscal 2021 and/or fiscal 2020 refer to the outstanding shares of common stock.fiscal year ended March 31, 2021 and 2020, respectively. 2. 2. Going Concern Our financial statements have been presented on the basis that we are a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At DecemberWe incorporated our business on January 12, 2018, the date of our inception, and commenced commercial operations in March 2021. During the fiscal year ended March 31, 2017,2021, we did not have any business operations. We have experienced recurring operating lossesreported a net loss of $2,363,582, which included as a component of general and negative operatingadministrative expenses in the statement of operations a non-cash stock-based compensation charge of $1,622,335, and cash flows and have financed our recent working capital requirements primarily through the issuanceused in operating activities of debt and equity securities, as well as borrowings from related parties. As of December 31, 2017, our working capital deficiency was approximately $98,000 and our accumulated deficit was approximately $2,761,000.$636,257. As a result, management believes that there is substantial doubt about our ability to continue as a going concern. Management is seeking We will require additional financing to identify an operating companycontinue to develop our product and engageexecute on our business plan. However, there can be no assurances that we will be successful in a merger orraising the additional capital necessary to continue operations and execute on our business combinationplan. In 2021 we raised $1,428,750 through the private placement of some kind, or acquire assets or shares of our common stock and the exercise of common stock purchase warrants, net of $50,000 of placement agent fees. Subsequent to March 31,2021, we raised an entity actively engaged in a business that generates sustained revenues.additional $582,500 from the exercise of common stock purchase warrants from two investors. We are considering several potential acquisitionshave used and is investigating various candidatesplan to determine whether they would havecontinue using the potential to add value to us for the benefit of our stockholders. We do not intend to restrict our consideration to any particular business or industry segment, and we may consider, among other businesses, finance, brokerage, insurance, transportation, communications, services, natural resources, manufacturing or technology. Because we have limited resources, the scope and number of suitable candidates to merge with is relatively limited. Because we may participate in a business opportunity with a newly formed firm, a firm that is in the development stage, or a firm that is entering a new phase of growth, we may incur further risk due to the inabilitynet proceeds of the target’sprivate placement and warrant exercise to recruit key management and operational personnel, to have proven its abilities or effectiveness, orretain software and blockchain developers and to develop our blockchain based check-out solution. Management believes the lackfunding from the private placement, the exercise of an established marketthe common stock purchase warrant, and the growth strategy actions executed and planned for the target’s products or services, or the inability to reach profitability in the next few years. Any business combination or transaction will likely result in a significant issuance of shares and substantial dilutionexecution could contribute to our present stockholders. As it is expected that the closing of such a transaction will result in a change in control, such transaction is expectedability to be accounted formitigate any substantial doubt as to our ability to continue as a reverse merger, with the operating company being considered the legal acquiree and accounting acquirer, and we would be considered the legal acquirer and the accounting acquiree. As a result, at and subsequent to closing of any such transaction, the financial statements of the operating company would become our financial statements for all periods presented.going concern. 3. 3. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements and accompanying notes arehave been prepared in accordance with accounting principles generally accepted accounting principles in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. GAAP”Securities and Exchange Commission (“SEC”). Use of Accounting Estimates The preparation of these financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management'sManagement’s estimates are based on the facts and circumstances available at the time estimates are made, past historical experience, risk of loss, general economic conditions and trends and management'smanagement’s assessments of the probable future outcome of these matters. Consequently, actual results could differ from such estimates. Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. F-8 ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2021 Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on our accounting and reporting. We believe that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on our accounting or reporting or that such impact will not be material to our financial position, results of operations and cash flows when implemented. Cash and Cash Equivalents Cash includes cash on hand, is deposited at one area bank and may exceed federally insured limits at times.hand. We consider all highly-liquid, temporary cash investments with a maturity date of three months or less to be cash equivalent.equivalents. At DecemberMarch 31, 2017,2021 we had $800,331 of cash deposited at two banks. At March 31, 2020 we had $7,838 in cash on hand and no cash equivalents.deposited in any banks. Revenue Recognition During March 2021 we commenced commercial operations and executed a contract with one customer having a one-year term from the date of execution (the “Contract Term”), which was March 31, 2021, that provided for the payment of $10,000 in connection with the implementation of our blockchain technology. In addition, the Contract Term provided for transaction processing using our blockchain technology with no fees during the Contract Term as an inducement to adopt our blockchain technology. We recorded the $10,000 fee as deferred revenue which will be amortized ratably over the Contract Term. During the fiscal year ended March 31, 2020, we did not generate any revenue and had not yet commenced commercial operations. We anticipate that future revenues will be generated from (i) fees charged in connection with the implementation of our blockchain technology; and (ii) ongoing daily transactional fees derived as a negotiated percentage of the transactional revenues earned by our merchant customers. Our revenue recognition policy follows the guidance from Accounting Standards Codification (“ASC”) 606, “Revenue Recognition,” and Accounting Standards Update No. 2014-09 Revenue from Contracts with Customers (Topic 606) which provides guidance on the recognition, presentation, and disclosure of revenue in financial statements. We recognize revenues when all of the following criteria are satisfied: (i) persuasive evidence of an arrangement exists; (ii) the price is fixed or determinable; (iii) collectability is reasonably assured; and (iv) the service has been performed or the product has been delivered. Collectability is assessed based on a number of factors, including the creditworthiness of a client, the size and nature of a client’s website and transaction history. Amounts billed or collected in excess of revenue recognized are included as deferred revenue. An example of this deferred revenue would be arrangements where clients request or are required by us to pay in advance of delivery. In April 2016, the FASB issued “ASU 2016 - 10 Revenue from Contract with Customers (Topic 606): identifying Performance Obligations and Licensing.” The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments in this Update are intended to render more detailed implementation guidance with the expectation to reduce the degree of judgement necessary to comply with Topic 606. The amendments in this Update affect the guidance in ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which is not yet effective. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements in Topic 606 (and any other Topic amended by Update 2014-09). ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year. We are currently evaluating the impact that this updated guidance will have on our results of operations, cash flows or financial condition. Fair Value of Financial Instruments The authoritative guidance with respect to We follow Accounting Standards Codification 820-10 (“ASC 820-10”), “Fair Value Measurements and Disclosures,” for fair value established ameasurements. ASC 820-10 defines fair value, hierarchy that prioritizes the inputs to valuation techniques used to measureestablishes a framework for measuring fair value, into three levels, and requires that assets and liabilities carried atexpands disclosures about fair value measurements. The standard provides a consistent definition of fair value, which focuses on an exit price, which is the price that would be classifiedreceived to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and disclosedestablishes a three-level hierarchy for fair value measurement based on the nature of inputs used in onethe valuation of three categories,an asset or liability as presented below. Disclosure as to transfers in andof the measurement date. F-9 F-7ROCKETFUEL BLOCKCHAIN, INC. B4MC GOLD MINES, INC. NOTES TO FINANCIAL STATEMENTS DECEMBERMARCH 31, 20172021 out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required. Level 1. Observable inputs such asThe hierarchy established under ASC 820-10 gives the highest priority to unadjusted quoted prices in active markets for an identical assetassets or liability that we haveliabilities (Level 1) and the abilitylowest priority to accessunobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below: Level 1 - Pricing inputs are quoted prices available in active markets for identical investments as of the measurementreporting date. Financial assetsAs required by ASC 820-10, we do not adjust the quoted price for these investments, even in situations where we hold a large position and liabilities utilizing a sale could reasonably impact the quoted price. Level 12 - Pricing inputs include active-exchange traded securities and exchange-based derivatives. Level 2. Inputs, other thanare quoted prices included within Level 1, whichfor similar investments, or inputs that are directly observable, for the asset or liabilityeither directly or indirectly, observablefor substantially the full term through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 includes investments valued at quoted prices adjusted for legal or contractual restrictions specific to these investments. Level 3 - Pricing inputs include fixed income securities, non-exchange based derivatives, mutual funds, and fair-value hedges. are unobservable for the investment, that is, inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Level 3. Unobservable inputs in which there is3 includes investments that are supported by little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded non-exchange-based derivatives and commingled investment funds, and are measured using present value pricing models.activity. We determine the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, we perform an analysis of the assets and liabilities at each reporting period end. Income Taxes The provision for income taxes includes federal, state, local and foreign taxes. Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences of temporary differences between the financial statement carrying amounts and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be recovered or settled. We evaluate the realizability of our deferred tax assets and establish a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized. We account for uncertain tax positions using a “more-likely-than-not” threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. We evaluate this tax position on a quarterly basis. We also accrue for potential interest and penalties, if applicable, related to unrecognized tax benefits in income tax expense. Stock-Based Compensation We periodically issue stock options and warrants to officers, directors and consultants for services rendered. Stock options and warrants vest and expire according to terms established Stock-based compensation is measured at the grant date. We account for stock-based payments to officers and directors by measuring the cost of services received in exchange for equity awardsdate based on the grant dateestimated fair value of the awards, with the costaward and is recognized as compensation expense in our financial statements on a straight-line basis over the vesting period of the awards. We account for stock-based payments to consultants by determining the value of the stock compensation based upon the measurement date at either (a) the date at which a performance commitment is reached or (b) at the date at which the necessary performance to earn the equity instruments is complete. Options and warrants granted to outside consultants are revalued each reporting period to determine the amount to be recorded as an expense inover the respectiverequisite service period. As the options vest, they are valued on each vesting date and an adjustment is recorded for the difference between the value already recorded and the then current value on the date of vesting. The valuation of employee stock options is an inherently subjective process, since market values are generally not available for long-term, non-transferable employee stock options. Accordingly, anthe Black-Scholes option pricing model is utilized to derive an estimated fair value. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In calculating the estimated fair value of our stock options we use the Black-Scholes pricing model which requires the consideration of the following six variables for purposes of estimating fair value: F-8 B4MC GOLD MINES, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2017 · the stock option exercise price; · the expected term of the option; · the grant price of the our common stock, which is issuable upon exercise of the option; · ● the stock option exercise price; ● the expected term of the option; ● the grant date price of our common stock, which is issuable upon exercise of the option; ● the expected volatility of our common stock; ● the expected dividends on our common stock (we do not anticipate paying dividends in the foreseeable future); and ● the risk free interest rate for the expected option term. Expected Dividends. We have never declared or paid any cash dividends on any of our common stock; · capital stock and do not expect to do so in the foreseeable future. Accordingly, we use an expected dividends on our common stock; and · dividend yield of 0to calculate the risk free interest rate for the expected option term. Thegrant-date fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:a stock option. Stock Option Exercise Price and Grant Date Price of Common Stock.  The closing market price of our common stock on the date of grant. Expected Term.  The expected term of options granted is calculated using our historical option exercise transactions and reflects the period of time that options granted are expected to be outstanding. Expected Volatility.Volatility. The expected volatility is a measure of the amount by which our stock price is expected to fluctuate during the expected term of options granted. We determine the expected volatility solely based upon the historical volatility of our common stock over a period commensurate with the option’s expected term. We do not believe that the future volatility of our common stock over an option’s expected term is likely to differ significantly from the past. Expected Dividends.  We have never declared or paid any cash dividends on any of our capital stock and do not expect to do so in the foreseeable future. Accordingly, we use an expected dividend yield of zero to calculate the grant-date fair value of a stock option. Risk-Free Interest Rate.Rate. The risk-free interest rate is the implied yield available on U.S. Treasury zero-coupon issues with a remaining term equal to the option’s expected term on the grant date. Expected Term. For option grants subsequent to the adoption of the fair value recognition provisions of the accounting standards, the expected life of stock options granted is based on the actual vesting date and the end of the contractual term. Stock Option Exercise Price and Grant Date Price of Common Stock. The closing market price of our common stock on the date of grant. We were alsoare required to estimate the level of award forfeitures expected to occur and record compensation expense only for those awards that are ultimately expected to vest. This requirement applies to all awards that are not yet vested. Due to the limited number of unvested options outstanding, the majority of which are held by executives and members of our Board of Directors, we have estimated a 0 forfeiture rate. We will revisit this assumption periodically and as changes in the composition of the option pool dictate. As of December 31, 2017 and 2016, there were no stock options granted or outstanding. Basic and Diluted Loss Per Share Basic loss per common share is computed by dividing net income by the weighted-average number of common shares outstanding during the year.period. Diluted loss per common share is based upon the weighted-average common shares outstanding during the yearperiod plus additional weighted-average common equivalent shares outstanding during the year.period. Common equivalent shares result from the assumed exercise of outstanding stock options and warrants, the proceeds of which are then assumed to have been used to repurchase outstanding common stock using the treasury stock method. In addition, the numerator is adjusted for any changes in income that would result from the assumed conversion of potential shares. At December 31, 2017 and 2016 thereThere were no potentially dilutive shares which would have the effect of being antidilutive. Recent Accounting Pronouncements F-10 From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on our accounting and reporting. We believe that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on our accounting or reporting or that such impact will not be material to our financial position, results of operations, and cash flows when implemented.ROCKETFUEL BLOCKCHAIN, INC. 4.NOTES TO FINANCIAL STATEMENTS MARCH 31, 2021 4. Related Party Transactions During the yearfiscal years ended DecemberMarch 31, 20172021 and 2016, Mr. Bennett Yankowitz,2020, our chief executive officer advancedwas affiliated with legal counsel who provided us approximately $7,000 with general legal services (the “Affiliate”). We recorded legal fees paid to the Affiliate of $100,349 and $4,000,$7,003 for the fiscal years ended March 31, 2021 and 2020, respectively. As of March 31, 2021 and 2020 we had $35,475 and $5,503, respectively, payable to the Affiliate. In May 2021, we paid an affiliate of our executive chairman $3,000 to provide website-related services. 5. Deferred Revenue During March 2021 we commenced commercial operations and executed a contract with one customer having a one-year term from the year ended Decemberdate of execution (the “Contract Term”), which was March 31, 2016, we also received an advance2021, that provided for the payment of approximately $2,000 from Mr. F-9 B4MC GOLD MINES, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2017 Henrik Rouf, a significant stockholder. This advance was repaid$10,000 in connection with the implementation of our blockchain technology. In addition, the Contract Term provided for transaction processing using our blockchain technology with no fees during the year ended DecemberContract Term as an inducement to adopt our blockchain technology. We recorded the $10,000 fee as deferred revenue which will be amortized ratably over the Contract Term. 6. Income Taxes As of March 31, 20172021 and 2020, we had no obligations duematerial unrecognized tax benefits and no adjustments to Mr. Rouf as of Decemberliabilities or operations were required. We were incorporated on January 12, 2018, accordingly, we have the March 31, 2017.2018 through 2020 tax years subject to examination by the federal and state taxing authorities. There are no income tax examinations currently in process. As of December 31, 2017 and 2016, we recorded advances from related parties of approximately $7,000 and $6,000, respectively. 5. Income Taxes Reconciliation between our effective tax rate and the United States statutory rate is as follows:   Years Ended December 31,   2017   2016 Expected federal tax rate (34.0%)    (34.0%)  Change in valuation allowance 34.0%   34.0% Net loss   0.0%   0.0% Schedule of Effective Income Tax Rate Reconciliation     Year Ended March 31, 2021     Year Ended March 31, 2020   Expected federal tax rate     21.0 %     21.0 % Change in valuation allowance     (21.0 )%     (21.0 )% Effective tax rate     0.0 %     0.0 % Deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the tax basis of the assets and liabilities using the enacted tax rate in effect in the years in which the differences are expected to reverse. A 100%valuation allowance has been recorded against the deferred tax asset as it is more likely than not, based upon our analysis of all available evidence, that the tax benefit of the deferred tax asset will not be realized. Significant components of our deferred tax assets as of December 31, 2017 and 2016 consistsconsist of the following approximate amounts:following:   Years Ended December 31,   2017   2016 Net operating loss carryforwards $ 188,000    $ 181,000  Valuation allowance (188,000)   (181,000) Net deferred tax assets $ -    $ -  Schedule of Deferred Tax Assets and Liabilities     March 31, 2021     March 31, 2020   Net operating loss carryforwards   $ 283,854     $ 128,193   Valuation allowance     (283,854 )     (128,193 ) Net deferred tax assets   $ -     $ -   A valuation allowance has been established for our tax assets as their use is dependent on the generation of sufficient future taxable income, which cannot be predicted at this time. As of DecemberMarch 31, 2017,2021 and 2020, we had federal tax net operating loss carryforwards of approximately $554,000. $283,854 and $128,193. The federal net operating loss carryforwards will expire at various dates through 2037.2041. The U.S. Tax Cuts and Jobs Act (Tax Act) was enacted on December 22, 2017 and introduces significant changes to U.S. income tax law. Effective in 2018, the Tax Act reduces the U.S. statutory tax rate from 35% to 21% and creates new taxes on certain foreign-sourced earnings and certain related-party payments, which are referred to as the global intangible low-taxed income tax and the base erosion tax, respectively.respectively. The Tax Act requires us to pay U.S. income taxes on accumulated foreign subsidiary earnings not previously subject to U.S. income tax at a rate of 15.5% to the extent of foreign cash and certain other net current assets and 8% on the remaining earnings. Due to the timing of the enactment and the complexity involved in applying the provisions of the Tax Act, the Company has not recorded any adjustments according to Tax Act. As we collect and prepare necessary data, and interpret the Tax Act and any additional guidance issued by the U.S. Treasury Department, the IRS, and other standard-setting bodies, we may make adjustments to the provisional amounts. Those adjustments may materially impact our provision for income taxes and effective tax rate in the period in which the adjustments are made. The accounting for the tax effects of the Tax Act will bewere completed in 2018.2018 and resulted in no material impact to our provision for income taxes and effective tax rate. Potential 382 LimitationLimitations Our net operating loss and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service. Our ability to utilize our net operating loss (“NOL”) and alternative minimum tax (“AMT”) may be substantially limited due to ownership changes that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), as well as similar state provisions. These ownership changes may limit the amount of NOL and AMT that can be utilized annually to offset future taxable income and tax, respectively. In general, an ownership change, as defined in Section 382 of the Code, F-10 B4MC GOLD MINES, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2017 results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50% of the outstanding stock of a company by certain stockholders or public groups. We have not completed a study to assess whether one or more ownership changes have occurred since we became a loss corporation as defined in Section 382 of the Code, but we believe that it is likely that an ownership change has occurred. If we have experienced an ownership change, utilization of the NOL and AMT would be subject to an annual limitation, which is determined by first multiplying the value of our common stock at the time of the ownership change by the applicable long-term, tax-exempt rate, and then could be subject to additional adjustments, as required. Any such limitation may result in the expiration of a portion of the NOL and AMT before utilization. Until a study is completed and any limitation known, no amounts are being considered as an uncertain tax position or disclosed as an unrecognized tax benefit under ASC 740. Any carryforwards that expire prior to utilization as a result of such limitations will be removed from deferred tax assets with a corresponding adjustment to the valuation allowance. Due to the existence of the valuation allowance, it is not expected that any potential limitation will have a material impact on our operating results. Our net operating loss carryforwards are subject to review and possible adjustment by the Internal Revenue Service and are subject to certain limitations in the event of cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50%. F-11 6. ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2021 7. Stockholders’ DeficitEquity (Deficit) Common Stock We have authorized 750,000,000On September 3, 2019, a private investor purchased 100,000 shares of our common stock $0.001 par value. at a price of $1.00 per share. On July 15, 2015,January 9, 2020, we filed an amendmentsold 10,000 shares of our common stock to a private investor, resulting in cash proceeds of $10,000. On February 13, 2020, we sold 11,250 shares of our Articlescommon stock to a private investor, resulting in cash proceeds of Incorporation$11,250. On April 29, 2020, we entered into a subscription agreement with a private investor for the Secretarypurchase of State478,750 shares of the StateCompany’s common stock, at a purchase price of Nevada providing for$1.00 per share, resulting in cash proceeds of $478,750. These transactions were part of a one-for-fifty reverse splitprivate placement of 500,000 shares of our outstandingcommon stock. We paid $50,000 to an investment consultant as a placement fee in connection with these transactions. On May 1, 2020, the Company issued a warrant to purchase 1,500,000 shares of Common Stock at $1.00 per share. The warrant expired on April 30, 2021. The Company also agreed that upon the full and timely exercise of this warrant, it would issue a second warrant for an additional 1,500,000 shares of common stock effective August 21, 2015.at a purchase price of $1.50 per share; this second warrant will have a term of 12 months from the date of issue. The authorizedfirst warrant was transferred to an affiliate of the original holder in November 2021. During the fiscal year ended March 31, 2021, the warrant holder exercised warrants to purchase 1,100,000 shares of our common stock of which (i) 1,000,000 shares of our common stock were issued in consideration of gross proceeds of $1,000,000 prior to March 31, 2021; and (ii) 100,000 shares of our common stock, for which we received notice of exercise on March 31, 2021, were issued subsequent to March 31, 2021 in consideration of gross proceeds of $100,000. Additionally, the warrant holder exercised the warrant for the remaining 400,000 shares of our common stock in April 2021 in consideration of gross proceeds of $400,000. On April 26, we issued the second warrant to the holder. On February 25, 2021, we entered into a Common Stock Purchase Agreement (the “Stock Purchase Agreement”) with Triton Funds, LP, a Delaware limited partnership (“Triton” or the “Selling Stockholder,” which term also includes Triton’s successors and assigns under the Stock Purchase Agreement and the Warrant). Under the Stock Purchase Agreement Triton, which is an unrelated third party, agreed to invest up to $1,000,000 through purchases of our Common Stock during the commitment period (which runs through December 31, 2022). During the commitment period, we may, in our sole discretion, deliver purchase notices to Triton stating the dollar amount of shares which we intend to sell to Triton, not adjustedto exceed $500,000 per purchase notice. The amount to be funded under a purchase notice will be the number of shares of Common Stock to be purchased multiplied by the greater of (i) $1.65 or (ii) 80 percent of the lowest closing price of our Common Stock within 15 business days prior to the closing date for the purchase. The closing date for each purchase is five business days following the date of the corresponding purchase notice. Triton’s obligation to purchase Common Stock is conditioned on certain factors including, but not limited to, our having an effective S-1 registration statement in effect for resale of the Common Stock being purchased and Triton’s ownership not exceeding 4.99% of our issued and outstanding shares at any time. In connection with the Stock Purchase Agreement, we also issued to Triton warrants to purchase, in one or more installments, 800,000 shares of our Common Stock (the “Warrants”) at an exercise price equal to the greater of (i) $1.65 per share or (ii) 80 percent of the average closing price of our Common Stock over the 90-calendar day period preceding the Warrant exercise date, subject to adjustments. The Warrants terminate on February 25, 2026. If, at any time after the initial effective date of the S-1 registration statement filed in connection with the Stock Purchase Agreement and during the exercise period of the Warrants, there is no effective registration statement covering the Selling Stockholder’s immediate resale of the shares underlying the exercise of the Warrants (the “Warrant Shares”), then Selling Stockholder may elect to receive Warrant Shares pursuant to a cashless exercise of the Warrants. On May 5, 2021, Triton exercised 50,000 Warrants for an aggregate purchase price of $82,500. All of these transactions were exempt from registration under the Securities Act of 1933 pursuant to Regulations D and/or S thereunder. As of March 31, 2021, and 2020, we had 24,438,416 shares and 22,809,666 shares of our common stock issued and outstanding, respectively. F-12 ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2021 8. Stock-Based Compensation Stock Option Plan On August 8, 2018, the Board and stockholders holding a majority of our voting power approved the RocketFuel Blockchain, Inc., 2018 Stock Incentive Plan (the “2018 Plan”), which plan enables us to make awards that qualify as performance-based compensation. Under the terms of the 2018 Plan, the options will (i) be incentive stock options, (ii) have an exercise price equal to the fair market value per share of our common stock on the date of grant as determined by an independent valuation by a qualified appraiser, (iii) have a term of 10 years, (iv) vest and become exercisable pursuant to the terms set forth in the grantees stock option agreement, (v) be subject to the exercise, forfeiture and termination provisions set forth in the 2018 Plan and (vi) otherwise be evidenced by and subject to the terms of our standard form of stock option agreement. We initially reserved 2,000,000 shares of our common stock for issuance in connection with awards under the plan. On September 15, 2020 and March 18, 2021, our board of directors unanimously resolved to amend the 2018 Plan to increase the number of shares of our common stock available for grant to 4,000,000 shares and 6,000,000 shares, respectively. As of March 31, 2021 there were 502,430 shares of our common stock available for grant pursuant to the 2018 Plan. As of the date of the filing of this Annual Report on Form 10-K, we had not yet solicited votes from our stockholders to approve the increase in the number of shares of our common stock available for grant pursuant to the 2018 Plan. Stock Option Re-Pricing On August 8, 2018, our Board of Directors approved the grant of service-based options to purchase 500,000 shares of our common stock to Mr. Bennett J. Yankowitz, our chief financial officer and a director, pursuant to an exemption under Section 4(a)(2) of the Securities Act of 1933, as amended. Pursuant to the terms of the option agreement, these options are exercisable immediately on the date of grant at an exercise price of $3.00 per share and are exercisable for a term of 10 years from the date of grant. In determining the fair value of the stock option, we used the Black-Scholes pricing model having the following assumptions: i) stock option exercise price of $3.00; ii) fair market value of our common stock of $4.00, which was based on available valuation factors made available to us during the period from the date of grant through the end of our fiscal quarter ended September 30, 2018; iii) expected term of option of 7 years; iv) expected volatility of our common stock of approximately 40%; v) expected dividend rate of 0.0%; and vi) risk-free interest rate of approximately 2.80%. As a result, we recorded stock-based compensation of $1,100,350 during the reversefiscal year ended March 31, 2019. On March 18, 2021, our Board of Directors approved the re-pricing of the exercise price of these shares from $3.00 per share to $1.08 per share. The exercise price of $1.08 per share was based on a valuation report prepared in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718 – Stock Compensation (“ASC 718”) by an independent appraiser as of November 12, 2020. All other terms of this stock split. 7.option grant were unchanged. As a result, we recorded an additional $489,064 of stock-based compensation during the fiscal year ended March 31, 2021. As of March 31, 2021, total amortized stock-based compensation in connection with this stock option was $1,589,414 and is recorded in additional paid-in capital. Service-Based Stock Option Grants In addition to the service-based option granted to Mr. Yankowitz in August 2018 exercisable into a total of 500,000 shares of our common stock, we also granted service-based options, pursuant to the 2018 Plan, exercisable into a total of 4,397,570 of our common stock service-based options pursuant to our employees during the fiscal year ended March 31, 2021. In determining the fair value of the service-based options granted during the fiscal year ended March 31, 2021, we utilized the Black-Scholes pricing model utilizing the following assumptions: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions Service-Based Options Option exercise price per share $1.08-$1.32 Grant date fair market value per share $1.08 - $1.96 Expected term of option in years 6.25 Expected volatility 85.0% to 214.5 % Expected dividend rate 0.00 % Risk free interest rate 0.42% to 0.84 % F-13 ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2021 Activity under the 2018 Plan for all service-based stock options for the fiscal year ended March 31, 2021 and 2020 are as follows: Schedule of Stock Option Activity     Options Outstanding     Weighted- Average Exercise Price per Share     Weighted- Average Remaining Contractual Term in Years     Aggregate Intrinsic Value   Options outstanding as of April 1, 2019     500,000     $ 1.08       9.33     $ 120,000   Granted     -       -                   Exercised     -       -                   Cancelled or forfeited     -       -                   Options outstanding as of March 31, 2020     500,000     $ 1.08       8.33     $ 120,000   Options outstanding as of March 31, 2020     500,000     $ 1.08       8.33     $ 120,000   Granted     4,397,770     $ 1.08                   Exercised     -       -                   Cancelled or forfeited     -       -                   Options outstanding as of March 31, 2021     4,897,770     $ 1.08       9.63     $ 1,175,417   Options exercisable as of March 31, 2021     992,641     $ 1.08       9.63     $ 258,811   Options vested or expected to vest as of March 31, 2021     992,641     $ 1.08       9.63     $ 258,811   The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the closing price of the common stock on March 31, 2021 of $1.32 and the exercise price of each in-the-money option) that would have been received by the option holders had all option holders exercised their options on March 31, 2021. There were 0 service-based stock options exercised under the 2018 Plan for the fiscal years ended March 31, 2021 and 2020. For the fiscal years ended March 31, 2021 and 2020, we recorded stock-based compensation expense for service-based stock options pursuant to the 2018 Plan in the amount of $1,023,672, inclusive of the additional stock-based compensation of $489,064 recorded in connection with the re-pricing of Mr. Yankowitz’ August 8, 20128 stock option, and $0, respectively. As of March 31, 2021, we had $4,069,865 of unrecognized stock-based compensation cost related to service-based stock options. Performance-Based Stock Option Grants We also granted performance-based options pursuant to the 2018 Plan to Mr. Hall which are exercisable into 600,000 shares of our common stock subject to certain designated milestones. On March 18, 2021, our Board of Directors determined that Mr. Hall earned all of the performance-based options effective February 1, 2021. The Board of Directors also entered into a resolution whereby 75,000 shares of our common stock underlying the performance-based options would vest immediately and 525,000 shares of our common stock underlying the performance-based option would vest ratably over a 48 month period with the first vesting date being February 1, 2021. In determining the fair value of the performance-based options granted Mr. Hall on September 14, 2020 and earned effective February 1, 2021, we utilized the Black-Scholes pricing model utilizing the following assumptions: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions     Performance -Based Options   Option exercise price per share   $ 1.08   Grant date fair market value per share   $ 1.08   Expected term of option in years     6.25   Expected volatility     85.0 % Expected dividend rate     0.00 % Risk free interest rate     0.54 % F-14 ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2021 Activity under the 2018 Plan for all performance-based stock options for the fiscal year ended March 31, 2021 is as follows: Schedule of Stock Option Activity     Options Outstanding     Weighted-Average Exercise Price per Share     Weighted-Average Remaining Contractual Term in Years     Aggregate Intrinsic Value   Options outstanding as of April 1, 2020     -     $ -       -     $ -   Granted     600,000       1.08                   Exercised     -       -                   Cancelled or forfeited     -       -                   Options outstanding as of March 31, 2021     600,000     $ 1.08       9.83     $ 144,000   Options exercisable as of March 31, 2021     85,938     $ 1.08       9.83     $ 20,625   Options vested or expected to vest as of March 31, 2021     85,938     $ 1.08       9.83     $ 20,625     The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the closing price of the common stock on March 31, 2021 of $1.32 and the exercise price of each in-the-money option) that would have been received by the option holders had all option holders exercised their options on March 31, 2021. There were 0 performance-based stock options exercised under the 2018 Plan for the fiscal years ended March 31, 2021. For the fiscal years ended March 31, 2021, we recorded stock-based compensation expense for performance-based stock options pursuant to the 2018 Plan in the amount of $66,531. As of March 31, 2021, we had $397,975 of unrecognized stock-based compensation cost related to performance-based stock options. There was no performance-based stock option activity during the fiscal year ended March 31, 2020. CEO Warrant On February 15, 2021, we issued a warrant to purchase 265,982 shares of our common stock to our chief executive officer at an exercise price of $1.00 per share. Pursuant to the terms of the agreement, this warrant was exercisable immediately on the date of issuance and have a term of 10 years from the date of issuance. In determining the fair value of the warrant, we used the Black-Scholes pricing model having the following assumptions: i) warrant exercise price of $1.00; ii) fair market value of our common stock of $1.4, which was based on the closing price as quoted by OTC Markets on the date of issuance; iii) expected term of option of 6.25 years; iv) expected volatility of our common stock of approximately 214.4%; v) expected dividend rate of 0.0%; and vi) risk-free interest rate of approximately 0.54%. As a result, we recorded stock-based compensation of $370,131 during the fiscal year ended March 31, 2021. 9. Employment Agreements Gert Funk Mr. Funk has received a grant of options to purchase 500,000 shares of our Common Stock. The options will be issued under our 2018 Plan. The options will (i) be incentive stock options, (ii) have an exercise price equal to $1.08 per share, which is the fair market value per share of our Common Stock on March 15, 2021, as determined by an independent valuation by a qualified appraiser, (iii) have a term of 10 years, (iv) vest and become exercisable as to 1/48th of the shares subject to the options on the 15th day of each calendar month during the term of his employment agreement, commencing on April 15, 2021, (v) be subject to the exercise, forfeiture and termination provisions set forth in the Plan and (vi) otherwise be evidenced by and subject to the terms of our standard form of stock option agreement. F-15 ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2021 He will also receive a cash bonus equal to 2.5% of the net proceeds (i.e., adjusted for our costs) of any initial exchange offering (IEO), token generation event (TGE) or similar financing (a “Token Transaction”) completed on or before the date that is 12 months after the formal acceptance by the Board of a proposal for a Token Transaction (start date, milestones, responsibilities). In the event the Board decides to cancel the Token Transaction, Mr. Funk and the Board shall agree upon a mutually acceptable bonus structure in lieu of the foregoing. Peter M. Jensen Mr. Jensen’s employment agreement initially provided for a base salary of $7,500 per month, which was to increase to $20,000 per month once we had received gross proceeds of at least $2,000,000 in subsequent equity round financings. Our Board determined that the conditions for the salary increase occurred on February 1, 2021. He is also entitled to a performance bonus of $25,000 per calendar quarter based on his achieving quarterly financial and business objectives and milestones to be determined by our board of directors. During the fiscal year ended March 31, 2021, we recorded bonus expense for Mr. Jensen in the amount of $37,500 of which $12,500 was paid in March 2021. As of March 31, 2021 we recorded bonus payable to Mr. Jensen in the amount of $25,000 which is included in accounts payable and accrued expense in the balance sheet. Mr. Jensen also received a grant of options to purchase 2,393,842 shares of our Common Stock. The options will be issued under our 2018 Plan. The options will (i) be incentive stock options, (ii) have an exercise price equal to $1.08 per share, which is the fair market value per share of our Common Stock on September 15, 2020, as determined by an independent valuation by a qualified appraiser, (iii) have a term of 10 years, (iv) vest and become exercisable as to 1/48th of the shares subject to the options on the 15th day of each calendar month during the term of his employment agreement, commencing on October 15, 2020, (v) be subject to the exercise, forfeiture and termination provisions set forth in the Plan and (vi) otherwise be evidenced by and subject to the terms of our standard form of stock option agreement. Bennett Yankowitz Mr. Yankowitz’s employment agreement provides for a base salary of $5,833 per month on the basis of a commitment of 20 hours per week. He is also entitled to a performance bonus of $7,500 per calendar quarter based on his achieving quarterly business objectives and milestones. In March 2021 he also received a grant of options to purchase 500,000 shares of our Common Stock. The options will be issued under our 2018 Plan. The options will (i) be incentive stock options, (ii) have an exercise price equal $1.08 per share, which is the fair market value per share of our Common Stock on March 1, 2001, as determined by an independent valuation by a qualified appraiser, (iii) have a term of 10 years, (iv) vest and become exercisable as to 1/48th of the shares subject to the options on the 1st day of each calendar month during the term of his employment agreement, commencing on April 1, 2021, (v) be subject to the exercise, forfeiture and termination provisions set forth in the Plan and (vi) otherwise be evidenced by and subject to the terms of our standard form of stock option agreement. 250,000 of the options will become fully vested and exercisable upon the achievement of business objectives and milestones. 10. Legal Proceedings We Other than as set forth below, we are not the subject of any pending legal proceedings; and to the knowledge of management, no proceedings are presently contemplated against us by any federal, state or local governmental agency. Further, to the knowledge of management, no director or executive officer is party to any action in which any has an interest adverse to us. 8. On October 8, 2020, we filed a lawsuit in the U.S. District Court for the Central District of California against Joseph Page, our former director and chief technology officer. On January 13, 2021, the case was transferred to the U.S. District Court for the District of Nevada, Las Vegas Division. The causes of action include securities fraud under Federal and California law; fraud, breach of fiduciary duty, negligent misrepresentation and unjust enrichment under California law; and violation of California Business and Professions Code §17200 et seq. F-16 ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2021 We are seeking injunctive and declaratory relief as well as damages of at least $5.1 million. On May 29, 2019, Mr. Page resigned from our board. After his resignation, we retained independent patent counsel to review our patent applications. In connection with this review, we discovered certain deficiencies in some of the applications and in their assignments to us. We determined that all of the applications had been abandoned. Based on this review, we decided to refile three of our applications with the U.S. Patent and Trademark Office, which we did in May 2020. It is our belief that the three newly filed patent applications cover and/or disclose the same subject matter as we disclosed in the five original patent applications. In this case, our rights may be subject to any intervening patent applications made after the dates of the original applications. In the lawsuit, we are alleging that Mr. Page was aware of the abandonments when he assigned the patents to RocketFuel Blockchain Company (“RBC”), a private corporation that he controlled, and that he failed to disclose to us the abandonments when we acquired RBC in exchange for shares of our Common Stock. Mr. Page has filed an answer denying our clams and has asserted cross- and counterclaims against us and several of our shareholders alleging breach of contract and fraud. We intend to vigorously contest these allegations. On March 2, 2021, we filed a lawsuit in the U.S. District Court for the Southern District of New York against Ellenhoff Grossman & Schole LLP (“EGS”) for negligence and legal malpractice, breach of contract and breach of fiduciary duty. EGS had represented RBC prior to the Business Combination and represented us after the closing of the Business Combination through August 2019. In the litigation against Mr. Page, he has alleged that he provided information to an EGS partner that the patent applications had been abandoned and that EGS failed to inform RBC and us of the fact. We are seeking damages and the return of legal fees previously paid. 11. Subsequent Events We evaluated all events or transactions that occurred after the balance sheet date through the date when we issued these financial statements and, other than the issuance of common stock as further described below, we did not have any material recognizable subsequent events during this period. On May 1, 2020, the Company issued a warrant to purchase 1,500,000 shares of Common Stock at $1.00 per share. During the fiscal year ended March 31, 2021, the warrant holder exercised warrants to purchase 1,100,000 shares of our common stock of which (i) 1,000,000 shares of our common stock were issued in consideration of gross proceeds of $1,000,000 prior to March 31, 2021; and (ii) 100,000 shares of our common stock, for which we received notice of exercise on March 31, 2021, were issued subsequent to March 31, 2021 in consideration of gross proceeds of $100,000. During April 2021, the warrant holder exercised the warrant for the remaining 400,000 shares of our common stock in consideration of gross proceeds of $400,000. On May 4, 2021, Triton Funds LP exercised warrants to purchase 50,000 of our common shares for an aggregate purchase price of $82,500. F-17 SIGNATURESSIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. RocketFuel Blockchain, Inc. Dated: June 15, 2018 B4MC Gold Mines, Inc. By: /s/ Gert Funk Gert Funk Executive Chairman and Director By: /s/ Peter M. Jensen Peter M. Jensen Chief Executive Officer and Director (Principal Executive Officer) By: /s/ Bennett J. Yankowitz Bennett J. Yankowitz PresidentChief Financial Officer and Director (Principal Financial and Accounting Officer) Dated: July 22, 2021 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Dated: June 15, 2018 /s/ Bennett J. Yankowitz Bennett J. Yankowitz President