Rocketfuel Blockchain (RKFL) 10-Q 12 Jun 18 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	9 Months Ended
	Sep. 30, 2017	Jun. 30, 2017
Document and Entity Information:
Entity Registrant Name	B4MC GOLD MINES INC
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Trading Symbol	bfmc
Amendment Flag	false
Entity Central Index Key	823,546
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	5,667,104
Entity Public Float		$ 13,276,000
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q3

Balance Sheets

Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2017		Dec. 31, 2016
Current assets
Cash	$ 1
Total current assets	1
Total assets	1
Current liabilities
Accounts payable and accrued expenses	83		$ 72
Advances payable to related parties	7		5
Total current liabilities	90		77
Total liabilities	90		77
Stockholders' equity
Common stock	6	[1]	6	[2]
Additional paid-in capital	2,657		2,657
Accumulated deficit	(2,752)		(2,740)
Total stockholders' equity	(89)		$ (77)
Total liabilities and stockholders' equity	$ 1
[1]	$0.001 par value, 750,000,0000 shares authorized; 5,667,104 shares issued and outstanding as of 9/30/2017.
[2]	$0.001 par value, 750,000,0000 shares authorized; 5,667,104 shares issued and outstanding as of 12/31/2016.

Statements of Operations

Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Expenses
General and administrative	$ 11	$ 12	$ 62	$ 36
Total expenses	11	12	62	36
Income (loss) from operations	(11)	(12)	(62)	(36)
Other income (expense):
Transaction commitment fee			(50)
Total other income (expense)			(50)
Income (loss) before provision for taxes	(11)	(12)	(12)	(36)
Net income (loss)	$ (11)	$ (12)	$ (12)	$ (36)
Net income (loss) per common share, basic	$ 0	$ 0	$ 0	$ (0.01)
Net income (loss) per common share, diluted	$ 0	$ 0	$ 0	$ (0.01)
Shares used in computing net income (loss) per common share, basic	5,667	5,667	5,667	5,667
Shares used in computing net income (loss) per common share, diluted	5,667	5,667	5,667	5,667

Statements of Cash Flows

Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2017	Sep. 30, 2016
Cash flows from operating activities
Net income (loss)	$ (11)	$ (12)	$ (36)
Changes in assets and liabilities:
Increase (decrease) in accounts payable and accrued expenses		11	21
Net cash flows provided by (used in) operating activities		(1)	(15)
Cash flows from financing activities
Proceeds from (repayment of) related party advances		2	5
Net cash flows provided by (used in) financing activities		2	5
Net change in cash		1	(10)
Cash at beginning of period			$ 10
Cash at end of period	$ 1	$ 1

Business Description

Business Description	9 Months Ended
	Sep. 30, 2017
Notes
Business Description	1. Business Business We were organized under the laws of the State of Delaware, on April 2, 1987, as BK Ventures. In June 2000, we reincorporated under the laws of the State of Nevada and pursuant to an amendment to our articles of incorporation in October 2013, we changed our name to B4MC Gold Mines, Inc. We are engaged in efforts to identify an operating company to acquire or merge with through an equity-based exchange transaction that would likely result in a change in control. As our planned principal operations have not yet commenced, our activities are subject to significant risks and uncertainties, including the need to obtain additional financing. On July 15, 2015, we filed an amendment to our articles of incorporation with the Secretary of State of the State of Nevada providing for a one-for-fifty reverse split of the outstanding shares of our common stock effective August 21, 2015. The authorized shares of our common stock were not adjusted as a result the reverse stock split. All shares described below reflect the effect of the one-for-fifty reverse split that was effective on August 21, 2015. Change-in-Control Transaction On May 12, 2015, we sold 4,979,593 newly issued shares of our common stock, par value $0.001 per share, to PacificWave Partners Limited, a Gibraltar Company (“PacificWave”), at a price of $0.05 per share, representing aggregate gross proceeds of approximately $249,000. Of this amount, $225,000 was paid to certain creditors and claimants of the Company in exchange for releases of such outstanding claims, and the remaining approximate $24,000 was placed in escrow and was subject to release pending the fulfillment of certain conditions. Simultaneous with the purchase of the above described shares of our common stock, PacificWave purchased from Elwood Shepard, our then principal shareholder, 520,476 shares of our outstanding shares of common stock, representing 75.9% of the outstanding shares prior to the issuance of the newly issued shares. The purchase price of such shares was approximately $26,000, which amount was deposited in escrow and will be disbursed in the same manner and under the same conditions as the amount deposited into escrow from the purchase price of our newly issued common shares. At the closing of the purchase of the above described shares, PacificWave contributed $175,000 in cash to our capital, which was recorded as a credit to additional paid-in capital. At the closing of the transaction on May 12, 2015, PacificWave transferred 1,000,000 of our common shares acquired as described herein to three non-U.S. resident accredited investors at a price of $0.50 per share, or $500,000 in the aggregate. These funds were utilized to effectuate the change-in-control transaction. We were not a party to any of these transactions. At the closing on May 12, 2015, PacificWave transferred 2,698,334 shares to certain persons and entities providing services in connection with the transaction as follows: (i) 466,667 shares, constituting 8.2% of the outstanding shares, to Allan Kronborg, a citizen of Denmark; (ii) a total of 966,667 shares, constituting 17.1% of the outstanding shares, split among PacificWave Partners Europe sarl, PacificWave Partners UK Europe Ltd., Richway Finance Ltd. and Anarholl Ltd., all of which are entities affiliated with Henrik Oerbekker, a citizen of Denmark; and (iii) a total of 1,265,000 shares, constituting 22.3% of the outstanding shares, to nine non-U.S. resident persons and entities. Effective May 12, 2015, Elwood Shepard, our then sole officer and director, resigned, and Bennett J. Yankowitz was appointed as our sole Director, President, Secretary and Treasurer. In conjunction with the aforementioned transactions with PacificWave, on May 12, 2015, Mr. Yankowitz purchased from PacificWave 800,000 shares of common stock for an aggregate purchase price of $40,000, or $0.05 per share, reflecting approximately 14.1% of our outstanding shares of common stock at that time. We were not a party to this transaction. Mr. Yankowitz did not have any interest in or contract with Pacific Wave. PacificWave and Mr. Yankowitz did not have any relationship with us prior to the aforementioned change-in-control transaction. On May 15, 2015, Mr. Yankowitz sold 10,000 shares at a price of $0.50 per share $5,000 to an unaffiliated purchaser. At the conclusion of all of these transactions, PacificWave and its Managing Director and sole owner, Henrik Rouf, were the beneficial owners of an aggregate of 1,001,666 shares of our common stock, which constituted 17.7% of the outstanding shares of common stock.

Interim Financial Statements an

Interim Financial Statements and Basis of Presentation	9 Months Ended
	Sep. 30, 2017
Notes
Interim Financial Statements and Basis of Presentation	2. Interim Financial Statements and Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, these unaudited condensed financial statements do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. The preparation of 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 amounts reported in our unaudited condensed financial statements and accompanying notes. 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 expenses that are not readily apparent from other sources. Actual results could differ from those estimates and judgments. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments (consisting only of normal recurring adjustments), which we consider necessary, for a fair presentation of those financial statements. The results of operations and cash flows for the three and nine months ended September 30, 2017 may not necessarily be indicative of results that may be expected for any succeeding quarter or for the entire fiscal year. The information contained in this quarterly report on Form 10-Q should be read in conjunction with our audited financial statements included in our annual report on Form 10-K as of and for the year ended December 31, 2016 as filed with the Securities and Exchange Commission (the “SEC”). Our significant accounting policies are described in Note 3 to the financial statements included in Item 8 of our annual report on Form 10-K as of December 31, 2016. There were no material changes to our significant accounting policies during the interim period ended September 30, 2017.

Going Concern

Going Concern	9 Months Ended
	Sep. 30, 2017
Notes
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. At September 30, 2017, we did not have any business operations. We have experienced recurring operating losses and negative operating cash flows, and have financed our recent working capital requirements primarily through the issuance of debt and equity securities, as well as borrowings from related parties. As of September 30, 2017, our working capital deficiency was approximately $89,000 and our accumulated deficit was approximately $2,752,000. As a result, management believes that there is substantial doubt about our ability to continue as a going concern. Management is seeking to identify an operating company and engage in a merger or business combination of some kind, or acquire assets or shares of an entity actively engaged in a business that generates sustained revenues. We are considering several potential acquisitions and is investigating various candidates to determine whether they would have the potential to add value to us for the benefit of our stockholders. We do not intend to restrict our consideration to any particular business or industry segment, and we may consider, among other businesses, finance, brokerage, insurance, transportation, communications, services, natural resources, manufacturing or technology. Because we have limited resources, the scope and number of suitable candidates to merge with is relatively limited. Because we may participate in a business opportunity with a newly formed firm, a firm that is in the development stage, or a firm that is entering a new phase of growth, we may incur further risk due to the inability of the target’s management to have proven its abilities or effectiveness, or the lack of an established market for the target’s products or services, or the inability to reach profitability in the next few years. Any business combination or transaction will likely result in a significant issuance of shares and substantial dilution to our present stockholders. As it is expected that the closing of such a transaction will result in a change in control, such transaction is expected to be accounted for as a reverse merger, with the operating company being considered the legal acquiree and accounting acquirer, and we would be considered the legal acquirer and the accounting acquiree. As a result, at and subsequent to closing of any such transaction, the financial statements of the operating company would become our financial statements for all periods presented.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2017
Notes
Summary of Significant Accounting Policies	4. New 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.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2017
Notes
Related Party Transactions	5. Related Party Transactions During the three months ended September 30, 2017, our chief executive officer advanced us approximately $3,000. During the nine months ended September 30, 2017, our chief executive officer advanced us approximately $7,000. During the nine months ended September 30, 2016, our chief executive officer and our principal stockholder advanced us approximately $3,000 and $2,000, respectively. During the nine months ended September 30, 2017, we repaid $2,000 of advances payable to our principal stockholder. As of September 30, 2017 and December 31, 2016, we recorded advances payable to related parties of approximately $7,000 and $5,000, respectively.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2017
Notes
Income Taxes	6. 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. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a federal corporate tax rate decrease from 35% to 21% for tax years beginning after December 31, 2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of foreign earnings. We have estimated our provision for income taxes in accordance with the Tax Act and guidance available as of the date of this filing but have kept the full valuation allowance. On December 22, 2017, Staff Accounting Bulletin No. 118 ("SAB 118") was issued to address the application of US GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. The deferred tax expense recorded in connection with the remeasurement of deferred tax assets is a provisional amount and a reasonable estimate at December 31, 2017 based upon the best information currently available. The ultimate impact may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued, and actions the Company may take as a result of the Tax Act. Any subsequent adjustment to these amounts will be recorded to current tax expense in the quarter of 2018 when the analysis is complete. The accounting is expected to be complete when the 2017 U.S. corporate income tax return is filed in 2018.

Stockholders' Deficit

Stockholders' Deficit	9 Months Ended
	Sep. 30, 2017
Notes
Stockholders' Deficit	7. Stockholders’ Deficit Common Stock We have authorized 750,000,000 shares of our common stock, $0.001 par value. On July 15, 2015, we filed an amendment to our Articles of Incorporation with the Secretary of State of the State of Nevada providing for a one-for-fifty reverse split of our outstanding shares of common stock effective August 21, 2015. The authorized shares of our common stock were not adjusted as a result the reverse stock split.

Legal Proceedings

Legal Proceedings	9 Months Ended
	Sep. 30, 2017
Notes
Legal Proceedings	8. Legal Proceedings 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.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2017
Notes
Subsequent Events	9. Subsequent Events We evaluated all events or transactions that occurred after the balance sheet date through the date when we issued these financial statements and we did not have any material recognizable subsequent events during this period.