Cover
Cover - USD ($) | 12 Months Ended | ||
Mar. 31, 2022 | Jul. 14, 2022 | Sep. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Mar. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
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 | $ 12,816,891 | ||
Entity Common Stock, Shares Outstanding | 28,364,689 | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | Prager Metis CPAs, LLC | ||
Auditor Firm ID | 273 | ||
Auditor Location | Hackensack, New Jersey |
Balance Sheets
Balance Sheets - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Current assets: | ||
Cash | $ 2,634,794 | $ 800,331 |
Accounts receivable | 3,475 | 10,000 |
Prepaid and other current assets | 12,350 | 5,000 |
Total current assets | 2,650,619 | 815,331 |
Property and equipment, net of accumulated depreciation and amortization of $149,919 and $0, respectively | 460,176 | |
Total assets | 3,110,795 | 815,331 |
Current liabilities: | ||
Accounts payable and accrued expenses | 487,200 | 144,830 |
Payable to related party | 11,277 | 35,475 |
Deferred revenue | 15,073 | 10,000 |
Total current liabilities | 513,550 | 190,305 |
Total liabilities | 513,550 | 190,305 |
Stockholders’ equity: | ||
Preferred stock; $0.001 par value; 50,000,000 shares authorized; and 0 shares issued and outstanding | ||
Common stock, $0.001 par value; 250,000,000 shares authorized; 31,975,083 and 24,438,416 shares issued; 31,965,083 and 24,438,416 shares outstanding as of March 31, 2022 and 2021, respectively | 31,975 | 24,438 |
Additional paid in capital | 11,214,820 | 4,584,214 |
Accumulated deficit | (8,646,550) | (3,983,626) |
Treasury stock, at cost | (3,000) | |
Total stockholders’ equity | 2,597,245 | 625,026 |
Total liabilities and stockholders’ equity | $ 3,110,795 | $ 815,331 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Accumulated depreciation, depletion and amortization | $ 149,919 | |
Preferred stock, par or stated value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par or stated value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 31,975,083 | 24,438,416 |
Common stock, shares outstanding | 31,965,083 | 24,438,416 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue, net | $ 30,504 | |
Expenses: | ||
Research and development | 897,277 | 163,405 |
General and administrative expenses | 3,763,179 | 2,200,177 |
Total operating expenses | 4,660,456 | 2,363,582 |
Loss from operations | (4,629,952) | (2,363,582) |
Other income (expense) | ||
Change in fair value of derivative liability | 4,128 | |
Loss on debt extinguishment | (15,076) | |
Interest expense | (22,024) | |
Other expense | (32,972) | |
Loss before provision for income taxes | (4,662,924) | (2,363,582) |
Provision for income taxes | ||
Net Loss | $ (4,662,924) | $ (2,363,582) |
Loss per common share: | ||
Basic and diluted | $ (0.17) | $ (0.10) |
Weighted average common shares outstanding: | ||
Basic and diluted | 27,820,791 | 23,541,520 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Mar. 31, 2020 | $ 22,810 | $ 1,534,757 | $ (1,620,044) | $ (62,477) | |
Beginning 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 consultants for services | $ 150 | 161,850 | 162,000 | ||
Stock issued during period shares issued 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 warrant, shares | 1,000,000 | ||||
Stock-based compensation - employee and consultants 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) | |||
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 | ||||
Stock-based compensation - employee and consultants option grants | 1,360,642 | 1,360,642 | |||
Net loss | (4,662,924) | (4,662,924) | |||
Issuance of common stock in connection with exercise of common stock purchase warrants | $ 850 | 881,650 | 882,500 | ||
Issuance of common stock in connection with exercise of common stock purchase warrants , shares | 850,000 | ||||
Issuance of common stock to customers | $ 20 | 19,980 | 20,000 | ||
Issuance of common stock to customer, shares | 20,000 | ||||
Issuance of common stock and warrants, net of issuance costs | $ 6,667 | 4,368,334 | 4,375,001 | ||
Issuance of common stock and warrants net of issuance cost, shares | 6,666,667 | ||||
Repurchase of common stock | $ (3,000) | (3,000) | |||
Repurchase of common stock, shares | (10,000) | ||||
Ending balance, value at Mar. 31, 2022 | $ 31,975 | $ (3,000) | $ 11,214,820 | $ (8,646,550) | $ 2,597,245 |
Ending balance, shares at Mar. 31, 2022 | 31,975,083 | (10,000) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (4,662,924) | $ (2,363,582) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 149,919 | |
Stock based compensation | 1,380,642 | 1,622,335 |
Change in fair value of derivative liability | (4,128) | |
Loss on extinguishment of convertible note payable | 15,076 | |
Amortization of debt discount | 22,084 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 6,525 | (10,000) |
Prepaid expenses and other current assets | (7,350) | (5,000) |
Accounts payable and accrued expenses | 342,370 | 80,018 |
Payable to related party | (24,198) | 29,972 |
Deferred revenue | 5,073 | 10,000 |
Net cash flows used in operating activities | (2,776,911) | (636,257) |
Cash Flows from Investing Activities: | ||
Purchase of property and equipment | (23,395) | |
Software development costs | (586,700) | |
Net cash flows used in investing activities | (610,095) | |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of common stock and warrants, net of issuance costs | 4,375,001 | 428,750 |
Proceeds from exercise of common stock warrants | 882,500 | 1,000,000 |
Shares repurchased | (3,000) | |
Proceeds from convertible note payable, net | 126,250 | |
Repayment of convertible note payable | (159,282) | |
Net cash flows provided by financing activities | 5,221,469 | 1,428,750 |
Net change in cash | 1,834,463 | 792,493 |
Cash at beginning of year | 800,331 | 7,838 |
Cash at end of year | 2,634,794 | 800,331 |
Supplemental disclosure of non-cash flow information | ||
Common stock issued to customer for early adoption | $ 20,000 |
Business
Business | 12 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Business | 1. Business We (or the “Company”) provide cryptocurrency and other 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 “one click” checkout solution is modeled on the “buy now” button on leading eCommerce sites. 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. Our system also includes 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 corporate headquarters are located in San Francisco, California. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. 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 judgments, which are evaluated on an ongoing basis, and 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 bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the amounts of revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and judgments. ROCKETFUEL BLOCKCHAIN, INC. 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 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. Software Development Costs The Company accounts for software development costs in accordance with ASC 350-40. two years Property and Equipment Property and equipment are stated at cost. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which is three years The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the related assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, the effects of obsolescence, demand, competition, and other economic factors. Revenue Recognition During March 2021 we commenced commercial operations. Our 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 determine revenue recognition through the following steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract and (v) recognition of revenue when a performance obligation is satisfied. 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. ROCKETFUEL BLOCKCHAIN, INC. 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 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,” 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. Net Loss Per Share Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share is computed similar to basic earnings per share, except the weighted average number of common shares outstanding are increased to include additional shares from the assumed exercise of share options, if dilutive. The dilutive effect, if any, of convertible instruments or warrants is calculated using the treasury stock method. There are no outstanding dilutive instruments as the outstanding convertible instruments and warrants would be anti-dilutive if converted or exercised, respectively, as of March 31, 2022 and 2021. The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss position even though the exercise price could be less than the average market price of the common shares: Schedule of Antidilutive Securities from the Diluted Per Share Years Ended March 31, 2022 2021 Stock Options, vested and exercisable 2,377,300 1,078,579 Common Stock Warrants 10,665,982 1,565,982 Total 13,043,282 2,644,561 Stock-based Compensation The Company applies the provisions of ASC 718, Compensation - Stock Compensation ROCKETFUEL BLOCKCHAIN, INC. For stock options issued to employees and members of the Board of Directors (the “Board) for their services, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised. Pursuant to Accounting Standards Update (“ASU”) 2018-07, Compensation – Stock Compensation (Topic 718): Improvements Non-employee Share-Based Payment Accounting Derivative Financial Instruments Derivative financial instruments, as defined in ASC 815, “Accounting for Derivative Financial Instruments and Hedging Activities”, consist of financial instruments or other contracts that contain a notional amount and one or more underlying variables (e.g. interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets. We do not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, during the second quarter of fiscal 2022, we issued financial instruments including convertible promissory notes payable with embedded conversion features that do not afford equity classification. As required by ASC 815, these embedded conversion options are required to be carried as derivative liabilities, at fair value, in our financial statements (See Note 7). During the third quarter of fiscal 2022, these derivatives were satisfied. When derivative treatment is determined, we estimate the fair value of the bifurcated embedded conversion features using a Stock Path Monte Carlo Simulation model. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates (such as volatility, estimated life and risk-free rates of return) that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in the trading market price of our common stock, which has a high-historical volatility. Income Taxes We are required to file federal and state income tax returns in the United States. The preparation of these tax returns requires us to interpret the applicable tax laws and regulations in effect in such jurisdictions, which could affect the amount of tax paid by us. In consultation with our tax advisors, we base our tax returns on interpretations that are believed to be reasonable under the circumstances. The tax returns, however, are subject to routine reviews by the various federal and state taxing authorities in the jurisdictions in which we file tax returns. As part of these reviews, a taxing authority may disagree with respect to the income tax positions taken by us (“uncertain tax positions”) and, therefore, may require us to pay additional taxes. As required under applicable accounting rules, we accrue an amount for our estimate of additional income tax liability, including interest and penalties, which we could incur as a result of the ultimate or effective resolution of the uncertain tax positions. We account for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. ROCKETFUEL BLOCKCHAIN, INC. |
Going Concern
Going Concern | 12 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 3. 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 years ended March 31, 2022 and 2021, we reported a net loss of $ 4,662,924 and $ 2,363,582 , respectively, which included as a component of general and administrative expenses in the statements of operations a non-cash stock-based compensation charge of $ 1,380,642 and $ 1,622,335 ,respectively, and cash flows used in operating activities during the years ended March 31, 2022 and 2021 of $ 2,776,911 and $ 636,257 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. During the year ended March 31, 2022, we raised $ 882,500 6,666,667 6,666,667 4.4 |
Property, Plant & Equipment
Property, Plant & Equipment | 12 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant & Equipment | 4. Property, Plant & Equipment The Company’s property, plant and equipment assets are comprised of the following: Schedule of Property Plant And Equipment March 31, 2022 March 31, 2021 Capitalized software development costs $ 586,700 $ - Computer equipment 23,395 - Property and equipment, gross - - Less: Accumulated depreciation and amortization (149,919 ) - Property and equipment, net $ 460,176 $ - Capitalized software development costs represent the costs incurred during the development stage, when direct and incremental internal and external costs, are capitalized until the software is substantially complete and ready for its intended use. The Company also capitalizes costs related to specific upgrades and enhancements of internal-use software when it is probable that the expenditures will result in additional functionality. Depreciation expense amount to $ 2,642 147,277 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 5. Related Party Transactions During the year ended March 31, 2022 and 2021, our chief financial officer was affiliated with legal counsel who provided us with general legal services (the “Affiliate”). We recorded legal fees paid to the Affiliate of $ 126,850 and $ 100,349 for the years ended March 31, 2022 and 2021, respectively. As of March 31, 2022 and 2021, we had $ 11,277 and $ 35,475 , respectively, payable to the Affiliate. |
Deferred Revenue
Deferred Revenue | 12 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenue | 6. Deferred Revenue We enter into certain contracts typically having initial one-year terms which define the scope of services to be provided. These contracts can include agreed-upon setup fees during the initial one-year term, which setup fees are recorded as deferred revenue and amortized ratably over the initial one-year term. During the years ended March 31, 2022 and 2021, we recorded revenues of $ 30,504 0 15,073 and $ 10,000 respectively. |
Convertible Note Payable
Convertible Note Payable | 12 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable | 7. Convertible Note Payable On August 4, 2021, we entered into a securities purchase agreement with a lender pursuant to which we sold a convertible note payable in the principal amount of $ 130,000 126,250 8 22 150 200 The convertible note gives us the right to prepay the note within the first 180 days from issuance at prepayment rates ranging from 110% to 125% of the then outstanding principal and interest balance. At any time during the period beginning 180 days from the origination date to the maturity date or date of default, the holder can convert all or any part of the outstanding balance into common stock at a conversion price per share equal to 65% of the lowest daily volume weighted average price of our common stock during the 10 trading days prior to the date of conversion. ROCKETFUEL BLOCKCHAIN, INC. We evaluated the embedded conversion feature and concluded that it was required to be bifurcated and accounted for as a derivative liability due to the lack of explicit limit on the number of shares that may be required to be issued to settle the instrument. Accordingly, the fair value of the embedded conversion feature at inception was reflected as a derivative liability in the balance sheet, with a resulting discount applied to the note payable. At inception, the fair value of the conversion feature was deemed to be $ 120,151 0 197.41 0.07 1 1.01 On November 8, 2021, we repaid the convertible note in full. Using the same valuation method, the fair value of the embedded conversion feature at repayment was $ 116,023 , resulting in a change in fair value of the derivative liability of $ 4,128 for the year ended March 31, 2022. We also recognized a loss on debt extinguishment of $ 15,076 for the year ended March 31, 2021. There was no conversion prior to November 8, 2021. |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes As of March 31, 2022 and 2021, we had no material unrecognized tax benefits and no adjustments to liabilities or operations were required. We were incorporated on January 12, 2018, and therefore, the years ended March 31, 2018 through 2021 tax years are 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 for the years ended March 31: Schedule of Reconciliation Effective Tax Rate 2022 2021 Federal income tax expense (benefit) based on statutory rate $ (979,000 ) (21.0 )% $ (284,000 ) (21.0 )% State income tax expense (benefit), net of federal taxes (410,000 ) (8.8 )% - - % Revision of NOL estimates, state apportionment factors, stock-based compensation and state effective tax rates (359,000 ) (7.2 )% - - % Change in valuation allowance 1,748,000 37.0 % 284,000 21.0 % Total taxes on income (loss) $ - - % $ - - % 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 March 31, 2022 March 31, 2021 Deferred tax assets arising from: Share based compensation 1,223,000 - Net operating loss carryforwards 1,381,000 284,000 Total deferred tax assets 2,604,000 284,000 Less valuation allowance (2,604,000 ) (284,000 ) Net deferred tax assets $ - $ - As of March 31, 2022 and 2021, we had federal and state tax net operating loss carryforwards of $ 4,634,000 1,351,000 4,634,000 1,351,000 ROCKETFUEL BLOCKCHAIN, INC. 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, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity (Deficit) | 9. Stockholders’ Equity (Deficit) 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 August 24, 2020, we issued 150,000 162,000 1.08 On May 1, 2020, we 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 2,250,000 1.00 300,000 1.00 1,950,000 On October 11, 2021, we and Triton Funds, LP, a Delaware limited partnership (“Triton”), an unrelated third party, entered into an amendment to the Common Stock Purchase Agreement (the “CSPA”) dated February 25, 2021. Under the CSPA, Triton agreed to invest up to $ 1,000,000 500,000 1.00 1.65 80 1,300,000 800,000 1.00 1.65 80 50,000 82,500 1.65 1,250,000 On March 31, 2021, we entered into a contract with one customer having a one-year term from the date of execution that provided for (1) the payment of $ 10,000 in connection with the implementation of our blockchain technology and (2) the issuance of 10,000 shares of our common stock valued at $ 1.00 per share in consideration of being an early adopter of our blockchain technology. On August 4, 2021, we issued such 10,000 shares of our common stock to the customer. On October 6, 2021, we issued 10,000 10,000 shares of stock issued in October 2021 for $ 10,000 and are carrying those shares as treasury stock. ROCKETFUEL BLOCKCHAIN, INC. From January 1, 2018 through March 31, 2022, we granted stock options under our 2018 Stock Incentive Plan, as amended, to issue up to an aggregate of 5,606,013 0.33 On February 15, 2021, we issued a warrant to purchase 265,982 1.00 All of these transactions were exempt from registration under the Securities Act of 1933 pursuant to Regulations D or S, or Rule 701, thereunder. On November 4, 2021, we completed a public offering (the “Offering”) of 6,666,667 0.001 6,666,667 0.75 0.75 five and one-half years On November 1, 2021, in connection with the Offering, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors. The Purchase Agreement sets forth the economic terms set forth above and contains customary representations and warranties of the Company, as well as certain indemnification obligations of the Company and ongoing covenants for the Company. In addition, under the Purchase Agreement, the Company has agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of the Company’s (or its subsidiaries’) Common Stock or common stock equivalents for a period of 90 days from the closing of the Offering, other than certain exempt issuances. Additionally, the Company has also agreed for a period of two years following the closing date of the Offering not to (i) issue or agree to issue equity or debt securities convertible into, or exercisable or exchangeable for, Common Stock at a conversion price, exercise price or exchange price which floats with the trading price of our Common Stock or which may be adjusted after issuance upon the occurrence of certain events or (ii) enter into any agreement, including an equity line of credit, whereby the Company may issue securities at a future-determined price. This agreement does not apply to the offer, issuance or sale by the Company of Common Stock pursuant to an at-the-market offering facility the Company may enter with the placement agent of the Offering following expiration of the 90-day lock-up period. The net proceeds to the Company from the Offering, after deducting placement agent’s fees and other Offering expenses, and excluding the proceeds, if any, from the exercise of the Common Warrants, are approximately $ 4.37 In connection with the Offering, pursuant to an engagement letter (the “Engagement Letter”) dated as of July 9, 2021, as amended on September 20, 2021 and on October 28, 2021 between the Company and H.C. Wainwright & Co., LLC (“Wainwright”), the Company paid Wainwright (i) a total cash fee equal to 8.0 75,000 533,333 8.0 five years 125 0.9375 As of March 31, 2022, and 2021, we had 31,965,083 24,438,416 Warrants: The following is a summary of warrants for the years ended March 31, 2022 and 2021: Summary of Warrants Warrants Weighted Average Outstanding at April 1, 2020 - $ - Issued 2,565,982 1.00 1.65 Exercised (1,000,000 ) 1.00 Canceled - - Expired - - Outstanding at March 31, 2021 1,565,982 1.00 1.65 Issued 9,950,000 0.75 to 1.00 Exercised (850,000 ) 1.00 to 1.65 Canceled - - Expired - - Outstanding and exercisable at March 31, 2022 10,665,982 $ 0.84 Weighted average remaining contractual term (years) 4.11 ROCKETFUEL BLOCKCHAIN, INC. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Mar. 31, 2022 | |
Compensation Related Costs [Abstract] | |
Stock-Based Compensation | 10. 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 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 6,000,000 393,987 502,230 On May 10, 2022, the Board has approved a plan to increase the number of shares to 8,000,000 for 2018 plan. In addition to the options discussed here, there have been 600,000 performance-based option shares issued outside the 2018 Plan. Stock Option Re-Pricing On January 11, 2022, our Board of Directors approved the re-pricing of the exercise price of certain options totaling 5,597,970 (vested and unvested) from $ 1.08 per share to $ 0.33 per share. All other terms of these stock option grants were unchanged. Also included in the re-pricing is a warrant to purchase 265,982 1.00 123,580 34,465 Service-Based Stock Option Grants In determining the fair value of the service-based options during the fiscal years ended March 31, 2022 and 2021, we utilized the Black-Scholes pricing model utilizing the following assumptions: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions Year Ended March 31 2022 2021 Option exercise price per share $ 0.25 2.75 $ 1.08 1.32 Grant date fair value per share $ 0.20 2.75 $ 1.08 1.96 Range of Expected volatility 161.0 220.5 % 85.0 214.5 % Expected term of option in years 3 6.25 6.25 Range of risk-free interest rate 0.50 2.20 % 0.42 0.84 % Dividend yield - - Activity under the 2018 Plan for all service-based stock options for the years ended March 31, 2022 and 2021 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 at April 1, 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 Granted 708,243 $ 0.31 Exercised - - Cancelled or forfeited - - Options outstanding as of March 31, 2022 5,606,013 $ 0.33 8.57 $ 5,000 Options vested and exercisable as of March 31, 2022 2,160,106 $ 0.33 $ 344 ROCKETFUEL BLOCKCHAIN, INC. 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, 2022 of $ 0.30 For the fiscal year ended March 31, 2022, we recorded stock-based compensation expense for service-based stock options pursuant to the 2018 Plan in the amount of $ 1,257,283 32,721 1,023,672 489,064 3,336,948 4,069,865 Performance-Based Stock Option Grants We also granted performance-based options pursuant to the 2018 Plan to Rohan Hall, our chief technology officer, 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 to 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 240.1 % Expected dividend rate 0.00 % Risk free interest rate 0.54 % Activity under the 2018 Plan for all performance-based stock options for the years ended March 31, 2022 and 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 Options outstanding as of April 1, 2020 - - - - Granted 600,000 1.08 Exercised - Cancelled or forfeited - Options outstanding at March 31, 2021 600,000 $ 1.08 9.83 $ 144,000 Granted - Exercised - Cancelled or forfeited - Options outstanding as of March 31, 2022 600,000 $ 0.33 8.46 $ nil Options vested and exercisable as of March 31, 2022 217,194 $ 0.33 $ nil ROCKETFUEL BLOCKCHAIN, INC. For the fiscal year ended March 31, 2022, we recorded stock-based compensation expense for performance-based stock options pursuant to the 2018 Plan in the amount of $ 103,359 1,744 66,531 315,164 397,975 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies 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. We were 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 Ellenoff 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. On June 7, 2022, RBC entered into a settlement agreement in the legal proceedings between the Company as plaintiff, and Joseph Page as defendant, whereunder Page surrendered 3,600,394 1,500,000 At the date of this report, the Company is unable to estimate the probability success or dollar amount of rulings in the March 2, 2021 case against EGS, and as a result, has not accrued any potential benefit to the Company’s balance sheet. Attorney fees related to these proceedings are expensed as incurred. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events With the exception of the following, all significant events subsequent to the close of the fiscal year ended March 31, 2022 have been disclosed in the notes to which the events apply to these financial statements. Subsequent to March 31, 2022, the Company issued a total of 125,000 10-year |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2022 | |
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 judgments, which are evaluated on an ongoing basis, and 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 bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the amounts of revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and judgments. ROCKETFUEL BLOCKCHAIN, INC. |
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. |
Software Development Costs | Software Development Costs The Company accounts for software development costs in accordance with ASC 350-40. two years |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which is three years The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the related assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, the effects of obsolescence, demand, competition, and other economic factors. |
Revenue Recognition | Revenue Recognition During March 2021 we commenced commercial operations. Our 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 determine revenue recognition through the following steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract and (v) recognition of revenue when a performance obligation is satisfied. 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. ROCKETFUEL BLOCKCHAIN, INC. 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 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,” 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. |
Net Loss Per Share | Net Loss Per Share Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share is computed similar to basic earnings per share, except the weighted average number of common shares outstanding are increased to include additional shares from the assumed exercise of share options, if dilutive. The dilutive effect, if any, of convertible instruments or warrants is calculated using the treasury stock method. There are no outstanding dilutive instruments as the outstanding convertible instruments and warrants would be anti-dilutive if converted or exercised, respectively, as of March 31, 2022 and 2021. The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss position even though the exercise price could be less than the average market price of the common shares: Schedule of Antidilutive Securities from the Diluted Per Share Years Ended March 31, 2022 2021 Stock Options, vested and exercisable 2,377,300 1,078,579 Common Stock Warrants 10,665,982 1,565,982 Total 13,043,282 2,644,561 |
Stock-based Compensation | Stock-based Compensation The Company applies the provisions of ASC 718, Compensation - Stock Compensation ROCKETFUEL BLOCKCHAIN, INC. For stock options issued to employees and members of the Board of Directors (the “Board) for their services, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised. Pursuant to Accounting Standards Update (“ASU”) 2018-07, Compensation – Stock Compensation (Topic 718): Improvements Non-employee Share-Based Payment Accounting |
Derivative Financial Instruments | Derivative Financial Instruments Derivative financial instruments, as defined in ASC 815, “Accounting for Derivative Financial Instruments and Hedging Activities”, consist of financial instruments or other contracts that contain a notional amount and one or more underlying variables (e.g. interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets. We do not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, during the second quarter of fiscal 2022, we issued financial instruments including convertible promissory notes payable with embedded conversion features that do not afford equity classification. As required by ASC 815, these embedded conversion options are required to be carried as derivative liabilities, at fair value, in our financial statements (See Note 7). During the third quarter of fiscal 2022, these derivatives were satisfied. When derivative treatment is determined, we estimate the fair value of the bifurcated embedded conversion features using a Stock Path Monte Carlo Simulation model. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates (such as volatility, estimated life and risk-free rates of return) that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in the trading market price of our common stock, which has a high-historical volatility. |
Income Taxes | Income Taxes We are required to file federal and state income tax returns in the United States. The preparation of these tax returns requires us to interpret the applicable tax laws and regulations in effect in such jurisdictions, which could affect the amount of tax paid by us. In consultation with our tax advisors, we base our tax returns on interpretations that are believed to be reasonable under the circumstances. The tax returns, however, are subject to routine reviews by the various federal and state taxing authorities in the jurisdictions in which we file tax returns. As part of these reviews, a taxing authority may disagree with respect to the income tax positions taken by us (“uncertain tax positions”) and, therefore, may require us to pay additional taxes. As required under applicable accounting rules, we accrue an amount for our estimate of additional income tax liability, including interest and penalties, which we could incur as a result of the ultimate or effective resolution of the uncertain tax positions. We account for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities from the Diluted Per Share | Schedule of Antidilutive Securities from the Diluted Per Share Years Ended March 31, 2022 2021 Stock Options, vested and exercisable 2,377,300 1,078,579 Common Stock Warrants 10,665,982 1,565,982 Total 13,043,282 2,644,561 |
Property, Plant & Equipment (Ta
Property, Plant & Equipment (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property Plant And Equipment | Schedule of Property Plant And Equipment March 31, 2022 March 31, 2021 Capitalized software development costs $ 586,700 $ - Computer equipment 23,395 - Property and equipment, gross - - Less: Accumulated depreciation and amortization (149,919 ) - Property and equipment, net $ 460,176 $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation Effective Tax Rate | Reconciliation between our effective tax rate and the United States statutory rate is as follows for the years ended March 31: Schedule of Reconciliation Effective Tax Rate 2022 2021 Federal income tax expense (benefit) based on statutory rate $ (979,000 ) (21.0 )% $ (284,000 ) (21.0 )% State income tax expense (benefit), net of federal taxes (410,000 ) (8.8 )% - - % Revision of NOL estimates, state apportionment factors, stock-based compensation and state effective tax rates (359,000 ) (7.2 )% - - % Change in valuation allowance 1,748,000 37.0 % 284,000 21.0 % Total taxes on income (loss) $ - - % $ - - % |
Schedule of Deferred tax Assets | Significant components of our deferred tax assets consist of the following: Schedule of Deferred tax Assets March 31, 2022 March 31, 2021 Deferred tax assets arising from: Share based compensation 1,223,000 - Net operating loss carryforwards 1,381,000 284,000 Total deferred tax assets 2,604,000 284,000 Less valuation allowance (2,604,000 ) (284,000 ) Net deferred tax assets $ - $ - |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Summary of Warrants | The following is a summary of warrants for the years ended March 31, 2022 and 2021: Summary of Warrants Warrants Weighted Average Outstanding at April 1, 2020 - $ - Issued 2,565,982 1.00 1.65 Exercised (1,000,000 ) 1.00 Canceled - - Expired - - Outstanding at March 31, 2021 1,565,982 1.00 1.65 Issued 9,950,000 0.75 to 1.00 Exercised (850,000 ) 1.00 to 1.65 Canceled - - Expired - - Outstanding and exercisable at March 31, 2022 10,665,982 $ 0.84 Weighted average remaining contractual term (years) 4.11 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Service Based Stock Option [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions Year Ended March 31 2022 2021 Option exercise price per share $ 0.25 2.75 $ 1.08 1.32 Grant date fair value per share $ 0.20 2.75 $ 1.08 1.96 Range of Expected volatility 161.0 220.5 % 85.0 214.5 % Expected term of option in years 3 6.25 6.25 Range of risk-free interest rate 0.50 2.20 % 0.42 0.84 % Dividend yield - - |
Schedule of Stock Option Activity | Activity under the 2018 Plan for all service-based stock options for the years ended March 31, 2022 and 2021 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 at April 1, 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 Granted 708,243 $ 0.31 Exercised - - Cancelled or forfeited - - Options outstanding as of March 31, 2022 5,606,013 $ 0.33 8.57 $ 5,000 Options vested and exercisable as of March 31, 2022 2,160,106 $ 0.33 $ 344 |
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 to 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 240.1 % 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 years ended March 31, 2022 and 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 Options outstanding as of April 1, 2020 - - - - Granted 600,000 1.08 Exercised - Cancelled or forfeited - Options outstanding at March 31, 2021 600,000 $ 1.08 9.83 $ 144,000 Granted - Exercised - Cancelled or forfeited - Options outstanding as of March 31, 2022 600,000 $ 0.33 8.46 $ nil Options vested and exercisable as of March 31, 2022 217,194 $ 0.33 $ nil |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities from the Diluted Per Share (Details) - shares | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Offsetting Assets [Line Items] | ||
Total | 13,043,282 | 2,644,561 |
Equity Option [Member] | ||
Offsetting Assets [Line Items] | ||
Total | 2,377,300 | 1,078,579 |
Common Stock Warrants [Member] | ||
Offsetting Assets [Line Items] | ||
Total | 10,665,982 | 1,565,982 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | 12 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property plant and equipment | 3 years |
Software Development [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property plant and equipment | 2 years |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | ||||
Nov. 04, 2021 | Oct. 06, 2021 | Aug. 04, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Net loss | $ 4,662,924 | $ 2,363,582 | |||
Stock-based compensation | 1,380,642 | 1,622,335 | |||
Cash flows used in operating activities | 2,776,911 | $ 636,257 | |||
Proceeds from issuance of private placement | $ 4,400,000 | ||||
Sale of stock, number of shares issued in transaction | 10,000 | 10,000 | |||
Number of warrants or purchase | 6,666,667 | ||||
IPO [Member] | |||||
Sale of stock, number of shares issued in transaction | 6,666,667 | 6,666,667 | |||
Common Stock And Warrant [Member] | |||||
Proceeds from issuance of private placement | $ 882,500 |
Schedule of Property Plant And
Schedule of Property Plant And Equipment (Details) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | ||
Less: Accumulated depreciation and amortization | (149,919) | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 149,919 | |
Property plant and equipment, net | 460,176 | |
Software and Software Development Costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 586,700 | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 23,395 |
Property, Plant & Equipment (De
Property, Plant & Equipment (Details Narrative) | 12 Months Ended |
Mar. 31, 2022 USD ($) | |
Property, Plant and Equipment [Abstract] | |
Depreciation expense | $ 2,642 |
Amortization expense | $ 147,277 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Legal Fees | $ 126,850 | $ 100,349 |
Due to Related Parties, Current | $ 11,277 | $ 35,475 |
Deferred Revenue (Details Narra
Deferred Revenue (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Revenues | $ 30,504 | $ 0 |
Deferred revenue | $ 15,073 | $ 10,000 |
Convertible Note Payable (Detai
Convertible Note Payable (Details Narrative) - USD ($) | 12 Months Ended | ||||
Nov. 08, 2021 | Aug. 04, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | |
Short-Term Debt [Line Items] | |||||
Beneficial Conversion Feature | $ 116,023 | ||||
Derivative, Gain (Loss) on Derivative, Net | $ 4,128 | ||||
Gain (Loss) on Extinguishment of Debt | $ 15,076 | $ 15,076 | |||
Monte Carlo Simulation Model [Member] | |||||
Short-Term Debt [Line Items] | |||||
Conversion Price | $ 1.01 | ||||
Monte Carlo Simulation Model [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||
Short-Term Debt [Line Items] | |||||
Measurement Input | 0 | ||||
Monte Carlo Simulation Model [Member] | Measurement Input, Option Volatility [Member] | |||||
Short-Term Debt [Line Items] | |||||
Measurement Input | 1.9741 | ||||
Monte Carlo Simulation Model [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||
Short-Term Debt [Line Items] | |||||
Measurement Input | 0.0007 | ||||
Monte Carlo Simulation Model [Member] | Measurement Input, Expected Term [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt Instrument, Term | 1 year | ||||
Convertible Notes Payable [Member] | |||||
Short-Term Debt [Line Items] | |||||
Beneficial Conversion Feature | $ 120,151 | ||||
Securities Purchase Agreement [Member] | Convertible Notes Payable [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt instrument, face amount | 130,000 | ||||
Sale of Stock, Consideration Received Per Transaction | $ 126,250 | ||||
Interest Rate | 8% | ||||
Interest Rate | 22% | ||||
Debt Conversion, Description | The convertible note gives us the right to prepay the note within the first 180 days from issuance at prepayment rates ranging from 110% to 125% of the then outstanding principal and interest balance. At any time during the period beginning 180 days from the origination date to the maturity date or date of default, the holder can convert all or any part of the outstanding balance into common stock at a conversion price per share equal to 65% of the lowest daily volume weighted average price of our common stock during the 10 trading days prior to the date of conversion. | ||||
Securities Purchase Agreement [Member] | Convertible Notes Payable [Member] | Minimum [Member] | |||||
Short-Term Debt [Line Items] | |||||
Interest Rate | 150% | ||||
Securities Purchase Agreement [Member] | Convertible Notes Payable [Member] | Maximum [Member] | |||||
Short-Term Debt [Line Items] | |||||
Interest Rate | 200% |
Schedule of Reconciliation Effe
Schedule of Reconciliation Effective Tax Rate (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax expense (benefit) based on statutory rate | $ (979,000) | $ (284,000) |
Effective income tax rate reconciliation, at federal statutory income tax rate, percent | (21.00%) | (21.00%) |
State income tax expense (benefit), net of federal taxes | $ (410,000) | |
Effective income tax rate reconciliation, state and local income taxes, percent | (8.80%) | |
Revision of NOL estimates, state apportionment factors, stock-based compensation and state effective tax rates | $ (359,000) | |
Effective income tax rate reconciliation, other adjustments, percent | (7.20%) | |
Change in valuation allowance | $ 1,748,000 | $ 284,000 |
Effective income tax rate reconciliation, change in deferred tax assets valuation allowance, percent | 3,700% | 21% |
Total taxes on income (loss) | ||
Effective income tax rate reconciliation, percent |
Schedule of Deferred tax Assets
Schedule of Deferred tax Assets (Details) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Share based compensation | $ 1,223,000 | |
Net operating loss carryforwards | 1,381,000 | 284,000 |
Total deferred tax assets | 2,604,000 | 284,000 |
Less valuation allowance | (2,604,000) | (284,000) |
Net deferred tax assets |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Percentage Of Valuation Allowance | 100% | |
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | $ 4,634,000 | $ 1,351,000 |
Deferred Tax Assets, Operating Loss Carryforwards, Domestic | $ 1,351,000 | |
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%. |
Summary of Warrants (Details)
Summary of Warrants (Details) - $ / shares | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Warrants Outstanding | 1,565,982 | |
Weighted Average Exercise Price, Outstanding | ||
Warrants Issued | 9,950,000 | 2,565,982 |
Warrants Exercised | (850,000) | (1,000,000) |
Weighted Average Exercise Price, Exercised | $ 1 | |
Warrants Caneled | ||
Weighted Average Exercise Price, Canceled | ||
Warrants Expired | ||
Weighted Average Exercise Price, Expired | ||
Warrants Outstanding and exercisable | 10,665,982 | |
Weighted Average Exercise Price, Outstanding and exercisable | $ 0.84 | |
Weighted average remaining contractual term (years) | 4 years 1 month 9 days | |
Minimum [Member] | ||
Weighted Average Exercise Price, Outstanding | $ 1 | |
Weighted Average Exercise Price, Issued | 0.75 | 1 |
Weighted Average Exercise Price, Exercised | 1 | |
Maximum [Member] | ||
Weighted Average Exercise Price, Outstanding | 1.65 | $ 1.65 |
Weighted Average Exercise Price, Issued | 1 | |
Weighted Average Exercise Price, Exercised | $ 1.65 |
Stockholders_ Equity (Deficit_2
Stockholders’ Equity (Deficit) (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 48 Months Ended | ||||||||||||||||||
Nov. 04, 2021 | Oct. 11, 2021 | Oct. 06, 2021 | Aug. 04, 2021 | May 05, 2021 | Aug. 24, 2020 | Apr. 29, 2020 | Feb. 13, 2020 | Jan. 09, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Jan. 11, 2022 | Oct. 28, 2021 | Aug. 06, 2021 | Feb. 15, 2021 | May 01, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Public offering shares | 10,000 | 10,000 | ||||||||||||||||||||
Common stock value issued for service | $ 162,000 | |||||||||||||||||||||
Shares purchased | 265,982 | |||||||||||||||||||||
Warrants, exercise price | $ 1 | |||||||||||||||||||||
Warrants to purchase | 6,666,667 | |||||||||||||||||||||
Warrant purchase price | $ 882,500 | 1,000,000 | ||||||||||||||||||||
Warrant to purchase of common shares | 1,950,000 | |||||||||||||||||||||
Public offering shares | $ 4,375,001 | $ 428,750 | ||||||||||||||||||||
Stock Repurchased During Period, Shares | 10,000 | |||||||||||||||||||||
Number of shares repurchased during period, value | $ 10,000 | |||||||||||||||||||||
Class of warrants exercisable, description | five and one-half years | |||||||||||||||||||||
Proceeds from issuance initial public offering | $ 4,370,000 | |||||||||||||||||||||
Common stock, shares outstanding | 24,438,416 | 24,438,416 | 31,965,083 | 24,438,416 | ||||||||||||||||||
Blockchain Technology [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Public offering shares | 10,000 | |||||||||||||||||||||
Issuance of gross proceeds | $ 10,000 | |||||||||||||||||||||
Fair value of stocks issued in offering, per share | $ 1 | $ 1 | $ 1 | |||||||||||||||||||
Triton Funds LP [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Warrant purchase price | $ 82,500 | |||||||||||||||||||||
Class of warrant or right number of warrants exercise | 50,000 | |||||||||||||||||||||
Warrant purchase price per share | $ 1.65 | |||||||||||||||||||||
Warrants remain unexercised | 1,250,000 | |||||||||||||||||||||
Consultant [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Common stock shares issued for service | 150,000 | |||||||||||||||||||||
Common stock value issued for service | $ 162,000 | |||||||||||||||||||||
Price per share of common stock | $ 1.08 | |||||||||||||||||||||
IPO [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Public offering shares | 6,666,667 | 6,666,667 | ||||||||||||||||||||
Fair value of stocks issued in offering, per share | $ 0.001 | |||||||||||||||||||||
Subscription Agreement [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Public offering shares | 478,750 | |||||||||||||||||||||
Issuance of gross proceeds | $ 478,750 | |||||||||||||||||||||
Fair value of stocks issued in offering, per share | $ 1 | |||||||||||||||||||||
Subscription Agreement [Member] | Private Placement [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Public offering shares | 500,000 | |||||||||||||||||||||
Payment for private placement fee | $ 50,000 | |||||||||||||||||||||
Common Stock Purchase Agreement [Member] | Triton Funds LP [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Public offering shares | $ 1,000,000 | |||||||||||||||||||||
Public offering shares | $ 500,000 | |||||||||||||||||||||
Stock Purchase Agreement [Member] | Triton Funds LP [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Warrants to purchase | 1,300,000 | |||||||||||||||||||||
Stock Purchase Agreement [Member] | Triton Funds LP [Member] | Maximum [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Warrants to purchase | 800,000 | |||||||||||||||||||||
Engagement Letter [Member] | HC Wainwright And Co LLC [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Price per share of common stock | $ 0.9375 | |||||||||||||||||||||
Warrants and rights outstanding, term | 5 years | |||||||||||||||||||||
Warrants to purchase | 533,333 | |||||||||||||||||||||
Cash fee sale of securities percentage | 8% | |||||||||||||||||||||
Non accountable expense allowance | $ 75,000 | |||||||||||||||||||||
Aggregate number of common stock | 8% | |||||||||||||||||||||
Percentage of warrants exercise price | 125% | |||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Common stock shares issued for service | 150,000 | |||||||||||||||||||||
Common stock value issued for service | $ 150 | |||||||||||||||||||||
Warrants, exercise price | $ 0.75 | |||||||||||||||||||||
Warrants to purchase | 6,666,667 | |||||||||||||||||||||
Common Stock [Member] | Warrant Holder [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Public offering shares | 1,000,000 | |||||||||||||||||||||
Issuance of gross proceeds | $ 1,000,000 | |||||||||||||||||||||
Shares purchased | 1,100,000 | 1,100,000 | 1,100,000 | |||||||||||||||||||
Received common stock | 100,000 | |||||||||||||||||||||
Gross proceeds | $ 100,000 | |||||||||||||||||||||
Common Stock [Member] | Employees [Member] | 2018 Stock Incentive Plan [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Number of common stock shares available for grant | 5,606,013 | |||||||||||||||||||||
Exercise price per share | $ 0.33 | |||||||||||||||||||||
Common Stock [Member] | Directors [Member] | 2018 Stock Incentive Plan [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Number of common stock shares available for grant | 5,606,013 | |||||||||||||||||||||
Exercise price per share | $ 0.33 | |||||||||||||||||||||
Common Stock [Member] | Consultants [Member] | 2018 Stock Incentive Plan [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Number of common stock shares available for grant | 5,606,013 | |||||||||||||||||||||
Exercise price per share | $ 0.33 | |||||||||||||||||||||
Common Stock [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Warrants, exercise price | $ 1 | |||||||||||||||||||||
Warrant to purchase of common shares | 265,982 | |||||||||||||||||||||
Common Stock [Member] | Common Stock Purchase Agreement [Member] | Triton Funds LP [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Fair value of stocks issued in offering, per share | $ 1.65 | |||||||||||||||||||||
Common Stock [Member] | Common Stock Purchase Agreement [Member] | Triton Funds LP [Member] | Maximum [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Fair value of stocks issued in offering, per share | $ 1 | |||||||||||||||||||||
Common Stock [Member] | Stock Purchase Agreement [Member] | Triton Funds LP [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Average closing price percentage | 80% | |||||||||||||||||||||
First Warrant [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Shares purchased | 1,500,000 | |||||||||||||||||||||
Warrants, exercise price | $ 1 | |||||||||||||||||||||
Warrant expiration | Apr. 30, 2021 | |||||||||||||||||||||
First Warrant [Member] | Warrant Holder [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Warrants to purchase | 400,000 | |||||||||||||||||||||
Warrant purchase price | $ 400,000 | |||||||||||||||||||||
Second Warrant [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Shares purchased | 2,250,000 | 1,500,000 | ||||||||||||||||||||
Warrants, exercise price | $ 1 | $ 1.50 | ||||||||||||||||||||
Warrants and rights outstanding, term | 12 months | |||||||||||||||||||||
Second Warrant [Member] | Warrant Holder [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Warrants, exercise price | $ 1 | |||||||||||||||||||||
Warrants to purchase | 300,000 | |||||||||||||||||||||
Warrant [Member] | Stock Purchase Agreement [Member] | Triton Funds LP [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Fair value of stocks issued in offering, per share | $ 1.65 | |||||||||||||||||||||
Average closing price percentage | 80% | |||||||||||||||||||||
Warrant [Member] | Stock Purchase Agreement [Member] | Triton Funds LP [Member] | Maximum [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Fair value of stocks issued in offering, per share | $ 1 | |||||||||||||||||||||
Private Investor [Member] | Common Stock [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Public offering shares | 11,250 | 10,000 | ||||||||||||||||||||
Issuance of gross proceeds | $ 11,250 | $ 10,000 |
Schedule of Share-based Payment
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) - $ / shares | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Service Based Stock Option [Member] | Employees And Consultants [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Expected term of option in years | 6 years 3 months | |
Expected dividend rate | ||
Performance Based Options [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Option exercise price per share | $ 1.08 | |
Grant date fair market value per share | $ 1.08 | |
Expected volatility | 240.10% | |
Expected term of option in years | 6 years 3 months | |
Risk free interest rate | 0.54% | |
Expected dividend rate | 0% | |
Minimum [Member] | Service Based Stock Option [Member] | Employees And Consultants [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Option exercise price per share | $ 0.25 | $ 1.08 |
Grant date fair market value per share | $ 0.20 | $ 1.08 |
Expected volatility | 161% | 85% |
Expected term of option in years | 3 years | |
Risk free interest rate | 0.50% | 0.42% |
Maximum [Member] | Service Based Stock Option [Member] | Employees And Consultants [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Option exercise price per share | $ 2.75 | $ 1.32 |
Grant date fair market value per share | $ 2.75 | $ 1.96 |
Expected volatility | 220.50% | 214.50% |
Expected term of option in years | 6 years 3 months | |
Risk free interest rate | 2.20% | 0.84% |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Service Based Stock Option [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Option Outstanding, Number Beginning Balance | 4,897,770 | 500,000 | |
Weighted Average Exercise Price Per Share, Number, Beginning Balance | $ 1.08 | $ 1.08 | |
Weighted Average Remaining Contractual Term in Years, Beginning Balance | 9 years 7 months 17 days | 8 years 3 months 29 days | |
Aggregate Intrinsic Value, Beginning Balance | $ 1,175,417 | $ 120,000 | |
Option Outstanding, Granted | 708,243 | 4,397,770 | |
Weighted Average Exercise Price Per Share, Granted | $ 0.31 | $ 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, Options Exercisable Ending Balance | 5,606,013 | ||
Weighted Average Exercise Price Per Share, Options Exercisable Ending Balance | $ 0.33 | ||
Weighted Average Remaining Contractual Term in Years, Ending Balance | 8 years 6 months 25 days | ||
Aggregate Intrinsic Value, Ending Balance | $ 1,175,417 | $ 120,000 | |
Option Outstanding, Vested or Expected to Vest, Ending Balance | 2,160,106 | ||
Weighted Average Exercise Price Per Share, Vested or Expected to Vest Ending Balance | $ 0.33 | ||
Aggregate Intrinsic Value, Options Exercisable Ending Balance | $ 344 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Ending Balance | 4,897,770 | 500,000 | |
Weighted Average Exercise Price Per Share, Number Ending Balance | $ 1.08 | $ 1.08 | |
Performance Based Options [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Option Outstanding, Number Beginning Balance | 600,000 | ||
Weighted Average Exercise Price Per Share, Number, Beginning Balance | $ 1.08 | ||
Aggregate Intrinsic Value, Beginning Balance | $ 144,000 | ||
Option Outstanding, Granted | 600,000 | ||
Weighted Average Exercise Price Per Share, Granted | $ 1.08 | ||
Option Outstanding, Exercised | |||
Option Outstanding, Cancelled or Forfeited | |||
Weighted Average Remaining Contractual Term in Years, Ending Balance | 8 years 5 months 15 days | 9 years 9 months 29 days | |
Aggregate Intrinsic Value, Ending Balance | $ 144,000 | ||
Option Outstanding, Vested or Expected to Vest, Ending Balance | 217,194 | ||
Weighted Average Exercise Price Per Share, Vested or Expected to Vest Ending Balance | $ 0.33 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Ending Balance | 600,000 | 600,000 | |
Weighted Average Exercise Price Per Share, Number Ending Balance | $ 0.33 | $ 1.08 | |
Aggregate Intrinsic Value Option Vested and Exercisable |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 12 Months Ended | |||||||
May 10, 2022 | Mar. 18, 2021 | Jan. 11, 2021 | Aug. 08, 2018 | Mar. 31, 2022 | Jan. 11, 2022 | Mar. 31, 2021 | Sep. 15, 2020 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Stock option description | On May 10, 2022, the Board has approved a plan to increase the number of shares to 8,000,000 for 2018 plan. In addition to the options discussed here, there have been 600,000 performance-based option shares issued outside the 2018 Plan. | |||||||
Warrant to purchase common stock | 265,982 | |||||||
Warrant exercise price | $ 1 | |||||||
Share based compensation | $ 123,580 | |||||||
Additional expenses | 34,465 | |||||||
stock-based compensation expense | $ 1,380,642 | $ 1,622,335 | ||||||
Service Based Stock Option [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | ||||||||
Aggregate intrinsic value exercised price | $ 0.31 | $ 1.08 | ||||||
Number of stock option exercisable | 5,606,013 | |||||||
Service Based Options [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Unrecognized stock-based compensation cost | $ 3,336,948 | $ 4,069,865 | ||||||
Performance Based Options [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | ||||||||
Aggregate intrinsic value exercised price | $ 1.08 | |||||||
stock-based compensation expense | $ 66,531 | |||||||
Unrecognized stock-based compensation cost | $ 315,164 | $ 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 | |||||||
2018 Plan [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Stock option, term | 10 years | |||||||
Common stock, capital shares reserved for future issuance | 2,000,000 | |||||||
Shares available for grant | 6,000,000 | 393,987 | 502,230 | 4,000,000 | ||||
2018 Plan [Member] | Service Based Stock Option [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
stock-based compensation expense | $ 1,257,283 | $ 1,023,672 | ||||||
2018 Plan [Member] | Service Based Stock Option [Member] | Equity Option [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
stock-based compensation expense | $ 32,721 | $ 489,064 | ||||||
2018 Plan [Member] | Board of Directors Chairman [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 5,597,970 | |||||||
2018 Plan [Member] | Board of Directors Chairman [Member] | Maximum [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Stock Option, Exercise Price, Decrease | $ 0.33 | |||||||
2018 Plan [Member] | Board of Directors [Member] | Minimum [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Stock Option, Exercise Price, Increase | $ 1.08 | |||||||
2018 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 | |||||||
2018 [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Aggregate intrinsic value exercised price | $ 0.30 | |||||||
2018 [Member] | Performance Based Options [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
stock-based compensation expense | $ 103,359 | |||||||
2018 [Member] | Performance Based Options [Member] | Equity Option [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
stock-based compensation expense | $ 1,744 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) $ in Millions | Oct. 08, 2020 | Jun. 07, 2022 |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Damages sought value | $ 5.1 | |
Joseph Page [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Common stock shares | 1,500,000 | |
Joseph Page [Member] | Common Stock [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Common stock shares | 3,600,394 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] | 3 Months Ended |
Jul. 14, 2022 shares | |
Subsequent Event [Line Items] | |
Number of shares issued | 125,000 |
Option term | 10-year |