Cover
Cover - USD ($) | 12 Months Ended | ||
Mar. 31, 2021 | Jul. 22, 2021 | Sep. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Mar. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --03-31 | ||
Entity File Number | 033-17773-NY | ||
Entity Registrant Name | ROCKETFUEL BLOCKCHAIN, INC. | ||
Entity Central Index Key | 0000823546 | ||
Entity Tax Identification Number | 90-1188745 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 201 Spear Street | ||
Entity Address, Address Line Two | Suite 1100 | ||
Entity Address, City or Town | San Francisco | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94105 | ||
City Area Code | 424 | ||
Local Phone Number | 256-8560 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 29,199,000 | ||
Entity Common Stock, Shares Outstanding | 24,988,416 |
Balance Sheets
Balance Sheets - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
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 |
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 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Mar. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |
Preferred Stock, Shares Authorized | 50,000,000 | 0 |
Preferred Stock, Shares Issued | 0 | |
Common Stock, Par or Stated Value Per Share | $ 0.001 | |
Common Stock, Shares Authorized | 250,000,000 | |
Common Stock, Shares, Outstanding | 24,438,416 | 22,809,666 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
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 |
Statement of Stockholders' Equi
Statement of Stockholders' Equity (Deficit) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Mar. 31, 2019 | $ 22,688 | $ 1,413,629 | $ (1,495,005) | $ (58,688) | |
Beginning balance, shares at Mar. 31, 2019 | 22,688,416 | ||||
Issuance of common stock in connection with private placement | $ 122 | 121,128 | 121,250 | ||
Issuance of common stock in connection with private placement, shares | 121,250 | ||||
Net loss | (125,039) | (125,039) | |||
Ending balance, value at Mar. 31, 2020 | $ 22,810 | 1,534,757 | (1,620,044) | (62,477) | |
Ending balance, shares at Mar. 31, 2020 | 22,809,666 | ||||
Issuance of common stock in connection with private placement | $ 478 | 478,272 | 478,750 | ||
Issuance of common stock in connection with private placement, shares | 478,750 | ||||
Issuance of common stock to consultant for services | $ 150 | 161,850 | 162,000 | ||
Issuance of common stock to consultant for services, shares | 150,000 | ||||
Issuance of common stock in connection with exercise of investor warrants | $ 1,000 | 999,000 | 1,000,000 | ||
Issuance of common stock in connection with exercise of investor warrants, shares | 1,000,000 | ||||
Stock-based compensation - employee and consultant option grants | 1,090,204 | 1,090,204 | |||
Placement agent fee | (50,000) | (50,000) | |||
Stock-based compensation – CEO warrant | 370,131 | 370,131 | |||
Net loss | (2,363,582) | (2,363,582) | |||
Ending balance, value at Mar. 31, 2021 | $ 24,438 | $ 4,584,214 | $ (3,983,626) | $ 625,026 | |
Ending balance, shares at Mar. 31, 2021 | 24,438,416 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 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 |
Business
Business | 12 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Business | 1. Business Our Corporate History On June 27, 2018 (the “Closing Date”), RocketFuel Blockchain Company (“RBC”) and B4MC Gold Mines, Inc., a Nevada Corporation (“B4MC” or the “Purchaser”), consummated the transactions contemplated by that certain Contribution Agreement (the “Contribution Agreement”) made and entered into as of June 27, 2018 by and among RBC, the Purchaser 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 “Seller”). 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 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, of B4MC (the “Purchaser Common Stock”), (such transaction, the “Business Combination”). As a result of the Business 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 this 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 financial accounting purposes. RBC was considered the acquirer for accounting purposes, and the historical financial statements of BFMC before the Business Combination were replaced with the historical financial statements of RBC before the Business Combination in all future filings with the SEC. The Purchaser Common Stock issued to the Sellers in connection with the Business 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 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 reverse acquisition. In September 2018 B4MC changed its name to RocketFuel Blockchain, Inc. The foregoing description of the Contribution Agreement does not purport to be complete. For further information, please refer to the copy of the Contribution Agreement included as Exhibit 2.1 to the Current Report on Form 8-K which was filed with the SEC on June 29, 2018. There are representations and warranties contained in the Contribution Agreement that were made by the parties to each other as of the 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 provide 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 merchant portal that provides detailed transactions and metrics about payments received by the merchant. 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 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. 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 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 others. The browser extension is integrated with popular browsers including Chrome, Chromium, Opera, Firefox, and 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 addition, we anticipate that a future version of our payment 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 credit-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 their eCommerce websites. At the same time, consumers are able to experience enhanced data protection opportunities and significantly improved convenience. ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2021 With the RocketFuel 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 shipping information will be handled automatically. Using the RocketFuel payment solution, credit card data will no longer be shared or transmitted and exposed online. Rather, payments will be made via 100% secure cryptocurrency conveyance or direct bank transfer on the blockchain. 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 fiscal year ended March 31, 2021 and 2020, respectively. |
Going Concern
Going Concern | 12 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 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. We 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, 2021, we reported a net loss of $2,363,582 , which included as a component of general and administrative expenses in the statement of operations a non-cash stock-based compensation charge of $ 1,622,335 , and cash flows used in operating activities of $636,257 . As a result, management believes that there is substantial doubt about our ability to continue as a going concern. We will require additional financing to continue to develop our product and execute on our business plan. However, there can be no assurances that we will be successful in raising the additional capital necessary to continue operations and execute on our business plan. In 2021 we raised $ 1,428,750 through the private placement of 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 additional $ 582,500 from the exercise of common stock purchase warrants from two investors. We have used and plan to continue using the net proceeds of the private placement and warrant exercise to recruit key management and operational personnel, to retain software and blockchain developers and to develop our blockchain based check-out solution. Management believes the funding from the private placement, the exercise of the common stock purchase warrant, and the growth strategy actions executed and planned for execution could contribute to our ability to mitigate any substantial doubt as to our ability to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. 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’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’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. 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. We consider all highly-liquid, temporary cash investments with a maturity date of three months or less to be cash equivalents. At March 31, 2021 we had $ 800,331 7,838 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 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 We follow Accounting Standards Codification 820-10 (“ASC 820-10”), “Fair Value Measurements and Disclosures,” ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2021 The hierarchy established under ASC 820-10 gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable 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 reporting date. As 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 a sale could reasonably impact the quoted price. Level 2 - Pricing inputs are quoted prices for similar investments, or inputs that are observable, either directly or indirectly, for substantially the full term through corroboration with observable market data. Level 2 includes investments valued at quoted prices adjusted for legal or contractual restrictions specific to these investments. Level 3 - Pricing inputs 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 includes investments that are supported by little or no market activity. 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 Stock-based compensation is measured at the grant date based on the estimated fair value of the award and is recognized as an expense over the requisite service period. 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, the Black-Scholes option pricing model is utilized to derive an estimated fair value. The Black-Scholes pricing model requires the consideration of the following six variables for purposes of estimating fair value: ● 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 zero to calculate the grant-date fair value of a stock option. Expected Volatility Risk-Free Interest Rate Expected Term Stock Option Exercise Price and Grant Date Price of Common Stock We are 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 zero 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 period. Diluted loss per common share is based upon the weighted-average common shares outstanding during the period plus additional weighted-average common equivalent shares outstanding during the 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. There were no potentially dilutive shares which would have the effect of being antidilutive. ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2021 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. Related Party Transactions During the fiscal years ended March 31, 2021 and 2020, our chief executive officer was affiliated with legal counsel who provided us with general legal services (the “Affiliate”). We recorded legal fees paid to the Affiliate of $ 100,349 and $ 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 |
Deferred Revenue
Deferred Revenue | 12 Months Ended |
Mar. 31, 2021 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Deferred Revenue | 5. Deferred Revenue 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 10,000 |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6. Income Taxes As of March 31, 2021 and 2020, we had no material unrecognized tax benefits and no adjustments to liabilities or operations were required. We were incorporated on January 12, 2018, accordingly, we have the March 31, 2018 through 2020 tax years subject to examination by the federal and state taxing authorities. There are no income tax examinations currently in process. Reconciliation between our effective tax rate and the United States statutory rate is as follows: 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% Significant components of our deferred tax assets consist of the following: 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 March 31, 2021 and 2020, we had federal tax net operating loss carryforwards of $ 283,854 and $ 128,193 . The federal net operating loss carryforwards will expire at various dates through 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% 15.5% 8% Potential 382 Limitations 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% |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 12 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity (Deficit) | 7. Stockholders’ Equity (Deficit) On September 3, 2019, a private investor purchased 100,000 1.00 On January 9, 2020, we sold 10,000 $10,000 11,250 $11,250 478,750 $1.00 $478,750 500,000 50,000 On May 1, 2020, the Company issued a warrant to purchase 1,500,000 1.00 April 30, 2021 1,500,000 1.50 12 1,100,000 1,000,000 1,000,000 100,000 100,000 400,000 400,000. 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 $500,000 1.65 80 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% 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 22,809,666 ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2021 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Mar. 31, 2021 | |
Compensation Related Costs [Abstract] | |
Stock-Based Compensation | 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 2,000,000 4,000,000 6,000,000 502,430 Stock Option Re-Pricing On August 8, 2018, our Board of Directors approved the grant of service-based options to purchase 500,000 3.00 10 3.00 4.00 7 40% 0.0% 2.80% 1,100,350 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 $ 1.08 489,064 1,589,414 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 4,397,570 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% 214.5 % Expected dividend rate 0.00 % Risk free interest rate 0.42% 0.84 % 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 no 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 The Board of Directors also entered into a resolution whereby 75,000 525,000 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 % 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 no 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 1.00 10 1.00 1.4 6.25 214.4% 0.0% 0.54% 370,131 |
Employment Agreements
Employment Agreements | 12 Months Ended |
Mar. 31, 2021 | |
Employment Agreements | |
Employment Agreements | 9. Employment Agreements Gert Funk Mr. Funk has received a grant of options to purchase 500,000 The options will (i) be incentive stock options, (ii) have an exercise price equal to $ 1.08 10 ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2021 He will also receive a cash bonus equal to 2.5% Peter M. Jensen Mr. Jensen’s employment agreement initially provided for a base salary of $ 7,500 20,000 2,000,000 25,000 37,500 12,500 25,000 Mr. Jensen also received a grant of options to purchase 2,393,842 The options will (i) be incentive stock options, (ii) have an exercise price equal to $ 1.08 10 Bennett Yankowitz Mr. Yankowitz’s employment agreement provides for a base salary of $ 5,833 7,500 500,000 The options will (i) be incentive stock options, (ii) have an exercise price equal $ 1.08 10 250,000 |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings | 10. Legal Proceedings 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. 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. 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 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 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 1.00 1,100,000 1,000,000 1,000,000 100,000 100,000 400,000 400,000 On May 4, 2021, Triton Funds LP exercised warrants to purchase 50,000 82,500 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). |
Use of Accounting Estimates | 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’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’s assessments of the probable future outcome of these matters. Consequently, actual results could differ from such estimates. |
Reclassifications | 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. |
Recent Accounting Pronouncements | 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 and Cash Equivalents Cash includes cash on hand. We consider all highly-liquid, temporary cash investments with a maturity date of three months or less to be cash equivalents. At March 31, 2021 we had $ 800,331 7,838 |
Revenue Recognition | 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 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 | Fair Value of Financial Instruments We follow Accounting Standards Codification 820-10 (“ASC 820-10”), “Fair Value Measurements and Disclosures,” ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2021 The hierarchy established under ASC 820-10 gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable 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 reporting date. As 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 a sale could reasonably impact the quoted price. Level 2 - Pricing inputs are quoted prices for similar investments, or inputs that are observable, either directly or indirectly, for substantially the full term through corroboration with observable market data. Level 2 includes investments valued at quoted prices adjusted for legal or contractual restrictions specific to these investments. Level 3 - Pricing inputs 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 includes investments that are supported by little or no market activity. |
Income Taxes | 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 | Stock-Based Compensation Stock-based compensation is measured at the grant date based on the estimated fair value of the award and is recognized as an expense over the requisite service period. 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, the Black-Scholes option pricing model is utilized to derive an estimated fair value. The Black-Scholes pricing model requires the consideration of the following six variables for purposes of estimating fair value: ● 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 zero to calculate the grant-date fair value of a stock option. Expected Volatility Risk-Free Interest Rate Expected Term Stock Option Exercise Price and Grant Date Price of Common Stock We are 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 zero |
Basic and Diluted Loss Per Share | 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 period. Diluted loss per common share is based upon the weighted-average common shares outstanding during the period plus additional weighted-average common equivalent shares outstanding during the 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. There were no potentially dilutive shares which would have the effect of being antidilutive. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | Reconciliation between our effective tax rate and the United States statutory rate is as follows: 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 % |
Schedule of Deferred Tax Assets and Liabilities | Significant components of our deferred tax assets consist of the following: 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 $ - $ - |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Service Based Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | 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% 214.5 % Expected dividend rate 0.00 % Risk free interest rate 0.42% 0.84 % |
Schedule of Stock Option Activity | 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 |
Performance Based Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | 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 % |
Schedule of Stock Option Activity | 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 |
Business (Details Narrative)
Business (Details Narrative) - $ / shares | Jun. 27, 2018 | Mar. 31, 2021 | Mar. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Common Stock, Shares, Issued | 24,438,416 | 22,809,666 | |
Common Stock, Par or Stated Value Per Share | $ 0.001 | ||
Contribution Agreement [Member] | B Four M C Gold Mines Inc [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum | 100.00% | ||
Common Stock, Shares, Issued | 17,001,312 | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | ||
Equity Method Investment, Ownership Percentage | 100.00% |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jul. 01, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Net Income (Loss) Attributable to Parent | $ 2,363,582 | $ 125,039 | |
Share-based Payment Arrangement, Noncash Expense | (1,622,335) | ||
Net Cash Provided by (Used in) Operating Activities | 636,257 | $ 132,898 | |
Subscription Agreement [Member] | Subsequent Event [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Proceeds from warrant exercises | $ 582,500 | ||
Subscription Agreement [Member] | Private Placement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Proceeds from issuance of private placement | 1,428,750 | ||
Placement agent fees | $ 50,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Entity Listings [Line Items] | ||
Cash | $ 800,331 | $ 7,838 |
Deferred revenue | $ 10,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 0.00% | |
Estimated forfeiture rate | 0.00% | |
Blockchain Technology [Member] | ||
Entity Listings [Line Items] | ||
Revenue | $ 10,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | May 31, 2021 | |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Legal Fees | $ 100,349 | $ 7,003 | |
Due to Related Parties, Current | $ 35,475 | $ 5,503 | |
Executive Chairman [Member] | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Due to affiliate | $ 3,000 |
Deferred Revenue (Details Narra
Deferred Revenue (Details Narrative) | 12 Months Ended |
Mar. 31, 2021USD ($) | |
Entity Listings [Line Items] | |
Deferred revenue | $ 10,000 |
Blockchain Technology [Member] | |
Entity Listings [Line Items] | |
Revenue from Contract with Customer, Excluding Assessed Tax | $ 10,000 |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Expected federal tax rate | 21.00% | 21.00% |
Change in valuation allowance | (21.00%) | (21.00%) |
Effective tax rate | 0.00% | 0.00% |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 283,854 | $ 128,193 |
Valuation allowance | (283,854) | (128,193) |
Net deferred tax assets |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Percentage of valuation allowance | 100.00% | |
Operating Loss Carryforwards | $ 283,854 | $ 128,193 |
Federal net operating loss carryforwards expire | The federal net operating loss carryforwards will expire at various dates through 2041. | |
Income Tax Examination, Description | 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 | |
Income tax statutory rate | 21.00% | 21.00% |
Income taxes percentage on accumulated foreign subsidiary earnings | 15.50% | |
Income taxes percentage on accumulated foreign subsidiary remaining earnings | 8.00% | |
Internal Revenue Service (IRS) [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Ownership interest description | 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% |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Details Narrative) - USD ($) | May 05, 2021 | May 04, 2021 | Feb. 25, 2021 | Apr. 29, 2020 | Feb. 13, 2020 | Jan. 09, 2020 | Sep. 03, 2019 | Apr. 30, 2021 | Jul. 01, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | May 01, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Proceeds from common stock | $ 1,428,750 | $ 121,250 | ||||||||||
Warrants to purchase common stock | 1,500,000 | |||||||||||
Warrant exercise price | $ 1 | |||||||||||
Warrant maturity date | Apr. 30, 2021 | |||||||||||
Common Stock, Shares, Outstanding | 24,438,416 | 22,809,666 | ||||||||||
Common Stock, Shares, Issued | 24,438,416 | 22,809,666 | ||||||||||
Triton Funds LP [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Equity Method Investment, Ownership Percentage | 4.99% | |||||||||||
Subsequent Event [Member] | Triton Funds LP [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Number of warrants exercise | 50,000 | |||||||||||
Proceeds from exercise of warrants | $ 82,500 | $ 82,500 | ||||||||||
Class of Warrant or Right Number of Warrants Exercise | 50,000 | |||||||||||
Second Warrant [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Warrants to purchase common stock | 1,500,000 | |||||||||||
Warrant exercise price | $ 1.50 | |||||||||||
Warrant term | 12 months | |||||||||||
Subscription Agreement [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Common stock issued for transaction | 478,750 | |||||||||||
Proceeds from common stock | $ 478,750 | |||||||||||
Sale of stock price per share | $ 1 | |||||||||||
Subscription Agreement [Member] | Subsequent Event [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Proceeds from exercise of warrants | $ 582,500 | |||||||||||
Subscription Agreement [Member] | Private Placement [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Common stock issued for transaction | 500,000 | |||||||||||
Private placement fee amount paid | $ 50,000 | |||||||||||
Common Stock Purchase Agreement [Member] | Triton Funds LP [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Proceeds from common stock | $ 1,000,000 | |||||||||||
Sale of stock price per share | $ 1.65 | |||||||||||
Sale of stock | $ 500,000 | |||||||||||
Closing price percentage | 80.00% | |||||||||||
Stock Purchase Agreement [Member] | Triton Warrant [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Sale of stock price per share | $ 1.65 | |||||||||||
Number of warrants exercise | 800,000 | |||||||||||
Closing price percentage | 80.00% | |||||||||||
Private Investor [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Number of shares issued for services | 100,000 | |||||||||||
Shares Issued, Price Per Share | $ 1 | |||||||||||
Common stock issued for transaction | 11,250 | 10,000 | ||||||||||
Proceeds from common stock | $ 11,250 | $ 10,000 | ||||||||||
Warrant Holder [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Common stock issued for transaction | 1,000,000 | |||||||||||
Warrants to purchase common stock | 1,100,000 | |||||||||||
Proceeds from common stock | $ 1,000,000 | |||||||||||
Stock issued on exercise of warrants,shares | 100,000 | |||||||||||
Stock issued of warrant exercise | $ 100,000 | |||||||||||
Warrant Holder [Member] | Subsequent Event [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Number of warrants exercise | 400,000 | |||||||||||
Proceeds from exercise of warrants | $ 400,000 |
Schedule of Share-based Payment
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) | 12 Months Ended |
Mar. 31, 2021$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 0.00% |
Service Based Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term of option in years | 6 years 3 months |
Expected dividend rate | 0.00% |
Service Based Options [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option exercise price per share | $ 1.08 |
Grant date fair market value per share | $ 1.08 |
Expected volatility | 85.00% |
Risk free interest rate | 0.42% |
Service Based Options [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option exercise price per share | $ 1.32 |
Grant date fair market value per share | $ 1.96 |
Expected volatility | 214.50% |
Risk free interest rate | 0.84% |
Performance Based Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option exercise price per share | $ 1.08 |
Grant date fair market value per share | $ 1.08 |
Expected term of option in years | 6 years 3 months |
Expected volatility | 85.00% |
Expected dividend rate | 0.00% |
Risk free interest rate | 0.54% |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Service Based Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Option Outstanding, Number Beginning Balance | 500,000 | 500,000 |
Weighted Average Exercise Price Per Share, Number, Beginning Balance | $ 1.08 | $ 1.08 |
Weighted Average Remaining Contractual Term in Years, Beginning Balance | 8 years 3 months 29 days | 9 years 3 months 29 days |
Aggregate Intrinsic Value, Beginning Balance | $ 120,000 | $ 120,000 |
Option Outstanding, Granted | 4,397,770 | |
Weighted Average Exercise Price Per Share, Granted | $ 1.08 | |
Option Outstanding, Exercised | ||
Weighted Average Exercise Price Per Share, Exercised | ||
Option Outstanding, Cancelled or Forfeited | ||
Weighted Average Exercise Price Per Share, Cancelled or Forfeited | ||
Option Outstanding, Number, Ending Balance | 4,897,770 | 500,000 |
Weighted Average Exercise Price Per Share, Number Ending Balance | $ 1.08 | $ 1.08 |
Weighted Average Remaining Contractual Term in Years, Ending Balance | 9 years 7 months 17 days | 8 years 3 months 29 days |
Aggregate Intrinsic Value, Ending Balance | $ 1,175,417 | $ 120,000 |
Option Outstanding, Options Exercisable Ending Balance | 992,641 | |
Weighted Average Exercise Price Per Share, Options Exercisable Ending Balance | $ 1.08 | |
Weighted Average Remaining Contractual Term in Years, Options Exercisable Ending Balance | 9 years 7 months 17 days | |
Aggregate Intrinsic Value, Options Exercisable Ending Balance | $ 258,811 | |
Option Outstanding, Vested or Expected to Vest, Ending Balance | 992,641 | |
Weighted Average Exercise Price Per Share, Vested or Expected to Vest Ending Balance | $ 1.08 | |
Weighted Average Remaining Contractual Term in Years, Options Vested or Expected to Vest Ending Balance | 9 years 7 months 17 days | |
Aggregate Intrinsic Value Options Options Vested or Expected to Vest Ending Balance | $ 258,811 | |
Performance Based Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Option Outstanding, Number Beginning Balance | ||
Weighted Average Exercise Price Per Share, Number, Beginning Balance | ||
Weighted Average Remaining Contractual Term in Years, Beginning Balance | ||
Aggregate Intrinsic Value, Beginning Balance | ||
Option Outstanding, Granted | 600,000 | |
Weighted Average Exercise Price Per Share, Granted | $ 1.08 | |
Option Outstanding, Exercised | ||
Weighted Average Exercise Price Per Share, Exercised | ||
Option Outstanding, Cancelled or Forfeited | ||
Weighted Average Exercise Price Per Share, Cancelled or Forfeited | ||
Option Outstanding, Number, Ending Balance | 600,000 | |
Weighted Average Exercise Price Per Share, Number Ending Balance | $ 1.08 | |
Weighted Average Remaining Contractual Term in Years, Ending Balance | 9 years 9 months 29 days | |
Aggregate Intrinsic Value, Ending Balance | $ 144,000 | |
Option Outstanding, Options Exercisable Ending Balance | 85,938 | |
Weighted Average Exercise Price Per Share, Options Exercisable Ending Balance | $ 1.08 | |
Weighted Average Remaining Contractual Term in Years, Options Exercisable Ending Balance | 9 years 9 months 29 days | |
Aggregate Intrinsic Value, Options Exercisable Ending Balance | $ 20,625 | |
Option Outstanding, Vested or Expected to Vest, Ending Balance | 85,938 | |
Weighted Average Exercise Price Per Share, Vested or Expected to Vest Ending Balance | $ 1.08 | |
Weighted Average Remaining Contractual Term in Years, Options Vested or Expected to Vest Ending Balance | 9 years 9 months 29 days | |
Aggregate Intrinsic Value Options Options Vested or Expected to Vest Ending Balance | $ 20,625 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | Mar. 18, 2021 | Feb. 15, 2021 | Aug. 08, 2018 | Mar. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | Sep. 15, 2020 | May 01, 2020 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Expected volatility | 0.00% | ||||||||
Stock-based compensation | $ 1,622,335 | ||||||||
Number of warrants to purchase shares | 1,500,000 | ||||||||
Warrant exercise price | $ 1 | ||||||||
Warrant [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Stock option exercise price | $ 1 | ||||||||
Expected term of option | 6 years 3 months | ||||||||
Expected volatility | 214.40% | ||||||||
Expected dividend rate | 0.00% | ||||||||
Risk-free interest rate | 0.54% | ||||||||
Stock-based compensation | $ 370,131 | ||||||||
Fair market value of our common stock | $ 1.4 | ||||||||
Service Based Options [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Options term | 8 years 3 months 29 days | 9 years 3 months 29 days | |||||||
Number of options granted | 4,397,770 | ||||||||
Options exercise price | $ 1.08 | ||||||||
Option exercisable term | 9 years 7 months 17 days | ||||||||
Expected term of option | 6 years 3 months | ||||||||
Expected dividend rate | 0.00% | ||||||||
Stock-based compensation | $ 1,023,672 | ||||||||
Number of stock option exercisable | 992,641 | 992,641 | |||||||
Closing price of common stock | $ 1.32 | $ 1.32 | |||||||
Option outstanding, exercised | |||||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 4,069,865 | $ 4,069,865 | |||||||
Performance Based Options [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Options term | |||||||||
Number of options granted | 600,000 | ||||||||
Options exercise price | $ 1.08 | ||||||||
Option exercisable term | 9 years 9 months 29 days | ||||||||
Fair market value of our common stock | $ 1.08 | $ 1.08 | |||||||
Expected term of option | 6 years 3 months | ||||||||
Expected volatility | 85.00% | ||||||||
Expected dividend rate | 0.00% | ||||||||
Risk-free interest rate | 0.54% | ||||||||
Stock-based compensation | $ 66,531 | ||||||||
Number of stock option exercisable | 85,938 | 85,938 | |||||||
Closing price of common stock | $ 1.32 | $ 1.32 | |||||||
Option outstanding, exercised | |||||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 397,975 | $ 397,975 | |||||||
Number of stock option vesting description | 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. | ||||||||
Number of stock option vesting | 75,000 | ||||||||
Performance Based Options [Member] | February 1, 2021 [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Number of stock option vesting | 525,000 | ||||||||
Mr. Bennett J. Yankowitz [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Options term | 10 years | ||||||||
Number of options granted | 500,000 | ||||||||
Options exercise price | $ 1.08 | ||||||||
Chief Executive Officer [Member] | Warrant [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Number of warrants to purchase shares | 265,982 | ||||||||
Warrant exercise price | $ 1 | ||||||||
Warrant term | 10 years | ||||||||
Two Thousand Eighteen Plan [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Options term | 10 years | ||||||||
Number of common shares reserved for future issuance | 2,000,000 | ||||||||
Number of shares available for grant | 6,000,000 | 502,430 | 502,430 | 4,000,000 | |||||
Options exercise price | $ 1.08 | $ 3 | |||||||
Option exercisable term | 10 years | ||||||||
Stock option exercise price | $ 3 | ||||||||
Fair market value of our common stock | $ 4 | ||||||||
Expected term of option | 7 years | ||||||||
Expected volatility | 40.00% | ||||||||
Expected dividend rate | 0.00% | ||||||||
Risk-free interest rate | 2.80% | ||||||||
Stock-based compensation | $ 489,064 | $ 0 | $ 1,100,350 | ||||||
Amortized stock based compensation | $ 1,589,414 | $ 1,589,414 | |||||||
Two Thousand Eighteen Plan [Member] | Service Based Options [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Number of stock option exercisable | 4,397,570 | 4,397,570 | |||||||
Option outstanding, exercised | 0 | 0 | |||||||
Two Thousand Eighteen Plan [Member] | Performance Based Options [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Option outstanding, exercised | 0 | ||||||||
Two Thousand Eighteen Plan [Member] | Mr. Bennett J. Yankowitz [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Number of options granted | 500,000 | ||||||||
Two Thousand Eighteen Plan [Member] | Mr. Bennett J. Yankowitz [Member] | Service Based Options [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Number of stock option exercisable | 500,000 | 500,000 | |||||||
Two Thousand Eighteen Plan [Member] | Mr.Hall [Member] | Performance Based Options [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Number of stock option exercisable | 600,000 | 600,000 |
Employment Agreements (Details
Employment Agreements (Details Narrative) | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Accounts payable and accrued expenses | $ 144,830 | $ 144,830 | $ 64,812 |
Gert Funk [Member] | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Number of options granted | shares | 500,000 | ||
Stock option description | 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. | ||
Options exercise price | $ / shares | $ 1.08 | ||
Options term | 10 years | ||
Cash bonus percentage | 0.025 | 0.025 | |
Peter M Jensen [Member] | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Number of options granted | shares | 2,393,842 | ||
Stock option description | 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. | ||
Options exercise price | $ / shares | $ 1.08 | ||
Options term | 10 years | ||
Performance bonus | $ 12,500 | $ 37,500 | |
Accounts payable and accrued expenses | $ 25,000 | 25,000 | |
Peter M Jensen [Member] | Employment Agreement [Member] | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Base salary | 7,500 | ||
Salary per month | 20,000 | ||
Proceeds from Other Equity | 2,000,000 | ||
Performance bonus | $ 25,000 | ||
Mr. Bennett J. Yankowitz [Member] | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Number of options granted | shares | 500,000 | ||
Stock option description | 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. | ||
Options exercise price | $ / shares | $ 1.08 | ||
Options term | 10 years | ||
Number of options vested and exercisable | shares | 250,000 | 250,000 | |
Mr. Bennett J. Yankowitz [Member] | Employment Agreement [Member] | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Base salary | $ 5,833 | ||
Performance bonus | $ 7,500 |
Legal Proceedings (Details Narr
Legal Proceedings (Details Narrative) $ in Millions | Oct. 08, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Damages sought value | $ 5.1 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | May 05, 2021 | May 04, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | May 01, 2020 |
Subsequent Event [Line Items] | |||||
Number of warrants exercised | 1,500,000 | ||||
Warrant exercise price | $ 1 | ||||
Subsequent Event [Member] | Triton Funds LP [Member] | |||||
Subsequent Event [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 50,000 | ||||
Proceeds from Warrant Exercises | $ 82,500 | $ 82,500 | |||
Warrant Holder [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of warrants exercised | 1,100,000 | ||||
Number of shares issued | 1,000,000 | ||||
Number of shares issued, value | $ 1,000,000 | ||||
Number of shares issued for exercise of warrants | 100,000 | ||||
Number of shares issued for exercise of warrants, value | $ 100,000 | ||||
Warrant Holder [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 400,000 | ||||
Proceeds from Warrant Exercises | $ 400,000 |