Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Mar. 31, 2019 | Sep. 30, 2018 | |
Details | ||
Registrant CIK | 0000823546 | |
Fiscal Year End | --03-31 | |
Registrant Name | ROCKETFUEL BLOCKCHAIN, INC. | |
SEC Form | 10-K | |
Period End date | Mar. 31, 2019 | |
Tax Identification Number (TIN) | 90-1188745 | |
Number of common stock shares outstanding | 22,688,416 | |
Public Float | $ 54,546,000 | |
Filer Category | Non-accelerated Filer | |
Current with reporting | Yes | |
Interactive Data Current | Yes | |
Voluntary filer | No | |
Well-known Seasoned Issuer | No | |
Shell Company | false | |
Small Business | true | |
Emerging Growth Company | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Entity File Number | 033-17773-NY | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 3651 Lindell Road | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89103 | |
City Area Code | 424 | |
Local Phone Number | 256-8560 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | FY |
Balance Sheets
Balance Sheets - USD ($) | Mar. 31, 2019 | Mar. 31, 2018 |
Current assets: | ||
Cash | $ 19,486 | $ 300 |
Total current assets | 19,486 | 300 |
Total assets | 19,486 | 300 |
Current liabilities: | ||
Accounts payable and accrued expenses | 78,174 | 3,500 |
Advances payable to related parties | 0 | 305 |
Total current liabilities | 78,174 | 3,805 |
Total liabilities | 78,174 | 3,805 |
Stockholders' deficit: | ||
Preferred stock; $0.001 par value; 50,000,000 and 0 shares authorized; and 0 shares issued and outstanding as of March 31, 2019 and 2018, respectively | $ 0 | $ 0 |
Preferred stock; $0.001 par value; 50,000,000 and 0 shares authorized; and 0 shares issued and outstanding as of March 31, 2019 and 2018, respectively | $ 0.001 | $ 0.001 |
Common stock; $0.001 par value; 250,000,000 and 750,000,000 shares authorized; and 22,688,416 shares and 17,001,312 shares issued and outstanding as of March 31, 2019 and 2018, respectively | $ 22,688 | $ 17,001 |
Additional paid-in capital | 1,413,629 | 233,299 |
Accumulated deficit | (1,495,005) | (253,805) |
Total stockholders' deficit | (58,688) | (3,505) |
Total liabilities and stockholders' deficit | $ 19,486 | $ 300 |
Balance Sheets - Parenthetical
Balance Sheets - Parenthetical - $ / shares | Mar. 31, 2019 | Mar. 31, 2018 |
Details | ||
Preferred stock; $0.001 par value; 50,000,000 and 0 shares authorized; and 0 shares issued and outstanding as of March 31, 2019 and 2018, respectively | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 50,000,000 | 0 |
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 | 750,000,000 |
Common Stock, Shares, Issued | 22,688,416 | 17,001,312 |
Common Stock, Shares, Outstanding | 22,688,416 | 17,001,312 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Mar. 31, 2019 | |
Details | ||
Revenues | $ 0 | $ 0 |
Expenses: | ||
General and administrative expenses | 3,805 | 1,331,947 |
Loss from operations | (3,805) | (1,331,947) |
Other (Expense): | ||
Transaction commitment fee | (250,000) | 0 |
Net loss before provision for income taxes | (253,805) | (1,331,947) |
Provision for income taxes | 0 | 0 |
Net loss | $ (253,805) | $ (1,331,947) |
Net loss per common share: | ||
Basic and diluted | $ (0.01) | $ (0.06) |
Weighted average common shares outstanding: | ||
Basic and diluted | 17,001,312 | 21,323,219 |
Statement of Stockholders' Defi
Statement of Stockholders' Deficit - USD ($) | Common Stock | Additional Paid-in Capital | Retained Earnings | Total |
Equity Balance at Mar. 31, 2017 | $ 0 | $ 0 | $ 0 | $ 0 |
Equity Balance, shares at Mar. 31, 2017 | 0 | |||
Stock Issued During Period, Value, Acquisitions | $ 17,001 | 233,299 | 0 | 250,000 |
Stock Issued During Period, Shares, Acquisitions | 17,001,312 | |||
Net loss | (253,805) | (253,805) | ||
Equity Balance, shares at Mar. 31, 2018 | 17,001,312 | |||
Equity Balance at Mar. 31, 2018 | $ 17,001 | 233,299 | (253,805) | (3,505) |
Stock Issued During Period, Value, Other | $ 5,667 | 0 | 90,747 | 96,414 |
Stock Issued During Period, Shares, Other | 5,667,104 | |||
Stock Issued During Period, Value, Issued for Services | $ 12 | 49,988 | 50,000 | |
Stock Issued During Period, Shares, Issued for Services | 12,500 | |||
Stock Issued During Period, Value, New Issues | $ 8 | 29,992 | 30,000 | |
Stock Issued During Period, Shares, New Issues | 7,500 | |||
APIC, Share-based Payment Arrangement, Option, Increase for Cost Recognition | 1,100,350 | 1,100,350 | ||
Net loss | (1,331,947) | (1,331,947) | ||
Equity Balance, shares at Mar. 31, 2019 | 22,688,416 | |||
Equity Balance at Mar. 31, 2019 | $ 22,688 | $ 1,413,629 | $ (1,495,005) | $ (58,688) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | |||
Net loss | $ (253,805) | $ (1,331,947) | $ (253,805) |
Adjustments to reconcile net loss to net cash flows used in operating activities | |||
Stock-based compensation | 0 | 1,150,350 | |
Changes in assets and liabilities: | |||
Accounts payable and accrued expenses | 3,500 | 171,088 | |
Net cash flows used in operating activities | (250,305) | (10,509) | |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock | 250,300 | 30,000 | |
Proceeds from related party advances | 305 | 0 | |
Repayment of related party advances | 0 | (305) | |
Net cash flows provided by financing activities | 250,605 | 29,695 | |
Net change in cash | 300 | 19,186 | |
Cash at beginning of period | 0 | 300 | |
Cash at end of period | 300 | 19,486 | $ 300 |
Supplemental disclosure of non-cash flow information: | |||
Common stock issued in consideration for consulting services | 0 | 50,000 | |
Effect of reverse-merger transaction on additional paid-in capital | 0 | 96,414 | |
Income taxes paid | $ 0 | $ 0 |
Business
Business | 12 Months Ended |
Mar. 31, 2019 | |
Notes | |
Business | 1. Business Business RocketFuel Blockchain Company, a Nevada corporation (“RocketFuel” or the “Company”) was formed on January 12, 2018 for the purpose of bringing highly efficient check-out systems to eCommerce. These new check-out means based upon blockchain technology are designed to increase speed, security, and ease of use. Using RocketFuel’s technology, merchants can enable new impulse buying schemes that may be unavailable in present day eCommerce sites. On June 27, 2018, we consummated a transaction as contemplated by that certain Contribution Agreement made and entered into as of June 27, 2018 by and among B4MC Gold Mines, Inc. (“B4MC”), a Nevada corporation, and us. Pursuant to the Contribution Agreement, B4MC issued 17,001,312 shares of its $0.001 par value common stock to us in exchange for a 100% ownership interest in us resulting in 22,668,416 post-merger shares of B4MC common stock issued and outstanding. On September 25, 2018, B4MC changed its name to RocketFuel Blockchain, Inc. On June 29, 2018, we filed a Current Report on Form 8-K with the Securities and Exchange Commission which fully describes the transaction set forth herein. On June 29, 2018, we filed a Current Report on Form 8-K with the Securities and Exchange Commission which fully describes the transaction set forth herein. Our corporate headquarters are located in Las Vegas, Nevada. Fiscal Year Our fiscal year ends on March 31. References herein to fiscal 2019 and/or fiscal 2018 refer to the fiscal year ended March 31, 2019 and/or the period from January 12, 2018 (date of inception) through March 31, 2018, respectively. |
Going Concern
Going Concern | 12 Months Ended |
Mar. 31, 2019 | |
Notes | |
Going Concern | 2. Going Concern Our financial statements have been presented on the basis that we are a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We incorporated our business on January 12, 2018, the date of our inception, and have not yet commenced commercial operations. During the fiscal year ended March 31, 2019, we have reported a loss of $1,331,947 and negative cash flows from operating activities of $10,509; and we have not commenced operations. As a result, management believes that there is substantial doubt about our ability to continue as a going concern. Prior to June 27, 2018, management was engaged in efforts to identify and negotiate a transaction with a public company quoted on the OTC Markets having shell status where a contemplated transaction would be treated as a reverse merger. On June 27, 2018, we consummated a transaction as contemplated by that certain Contribution Agreement made and entered into as of June 27, 2018 by and among B4MC and us. Pursuant to the Contribution Agreement, B4MC issued 17,001,312 shares of its $0.001 par value common stock to us in exchange for a 100% ownership interest in us resulting in 22,668,416 post-merger shares of B4MC common stock issued and outstanding. We financed our efforts to consummate this reverse merger transaction through the issuance of equity securities. We will require additional financing in order 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2019 | |
Notes | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Use of Accounting Estimates The preparation of these financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management's estimates are based on the facts and circumstances available at the time estimates are made, past historical experience, risk of loss, general economic conditions and trends and management's assessments of the probable future outcome of these matters. Consequently, actual results could differ from such estimates. Cash and Cash Equivalents Cash includes cash on hand. We consider all highly-liquid, temporary cash investments with a maturity date of three months or less to be cash equivalents. At March 31, 2019 we had $19,486 of cash deposited at one bank. At March 31, 2018 we had $300 in cash on hand and no cash deposited in any banks. 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. Income Taxes The provision for income taxes includes federal, state, local and foreign taxes. Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences of temporary differences between the financial statement carrying amounts and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be recovered or settled. We evaluate the realizability of our deferred tax assets and establish a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized. We account for uncertain tax positions using a “more-likely-than-not” threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. We evaluate this tax position on a quarterly basis. We also accrue for potential interest and penalties, if applicable, related to unrecognized tax benefits in income tax expense. Basic and Diluted Loss Per Share Basic loss per common share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is based upon the weighted-average common shares outstanding during the period plus additional weighted-average common equivalent shares outstanding during the period. Common equivalent shares result from the assumed exercise of outstanding stock options and warrants, the proceeds of which are then assumed to have been used to repurchase outstanding common stock using the treasury stock method. In addition, the numerator is adjusted for any changes in income that would result from the assumed conversion of potential shares. There were no potentially dilutive shares which would have the effect of being antidilutive. Recent Accounting Pronouncements We have evaluated all issued but not yet effective accounting pronouncements and determined that, other than the following, they are either immaterial or not relevant to us. In February 2016, the Financial Accounting Standards Board (FASB) issued an Accounting Standards Update (ASU) “ASU 2016 - 02 Leases” intended to improve financial reporting about leasing transactions. The ASU affects all companies and other organizations that lease assets such as real estate, office equipment and manufacturing equipment. The ASU will require organizations that lease assets - referred to as “lessees” - to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. Under the new guidance, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current Generally Accepted Accounting Principles (GAAP), the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP - which requires only capital leases to be recognized on the balance sheet - the new ASU will require both types of leases to be recognized on the balance sheet. The ASU also will require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. The accounting by organizations that own the assets leased by the lessee - also known as lessor accounting - will remain largely unchanged from current GAAP. However, the ASU contains some targeted improvements that are intended to align, where necessary, lessor accounting with the lessee accounting model and with the updated revenue recognition guidance issued in 2014. The ASU on leases will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other organizations, the ASU on leases will take effect for fiscal years beginning after December 15, 2019, and for interim periods within fiscal years beginning after December 15, 2020. It is not anticipated that this updated guidance will have a material impact on our results of operations, cash flows or financial condition. In March 2016, the FASB issued “ASU 2016 - 09 Improvements to Employee Share-Based Payment Accounting” which is intended to improve the accounting for employee share-based payments. The ASU affects all organizations that issue share-based payment awards to their employees. The ASU, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, simplifies several aspects of the accounting for share-based payment award transactions, including; the income tax consequences, classification of awards as either equity or liabilities, and the classification on the statement of cash flows. The ASU simplifies two areas specific to private companies, with regards to the expected term and intrinsic value measurements. The ASU simplifies the following areas to private and public companies; (a) tax benefits and tax deficiencies with regards to the differences between book and tax deductions, (b) changes in the excess tax benefits classification in the statement of cash flows, (c) make an entity wide accounting policy election for accrual of vested awards verses individual awards, (d) changes in the amount qualifying as an equity award classification subject to statutory tax withholdings, (e) clarification in the classification of shares withheld for statutory tax withholdings on the statement of cash flows. For public companies, the amendments in this ASU are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. For private companies, the amendments are effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted for any organization in any interim or annual period. It is not anticipated that this guidance will have a material impact on our results of operations, cash flows or financial condition. In January 2016, the FASB issued “ASU 2016 - 01 Recognition and Measurement of Financial Assets and Financial Liabilities,” intended to improve the recognition and measurement of financial instruments. The ASU affects public and private companies, not-for-profit organizations, and employee benefit plans that hold financial assets or owe financial liabilities. The new guidance makes targeted improvements to existing GAAP by: Requiring equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; Requiring public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; Requiring separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; Eliminating the requirement to disclose the fair value of financial instruments measured at amortized cost for organizations that are not public business entities; Eliminating the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; and Requiring a reporting organization to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as “own credit”) when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. The ASU on recognition and measurement will take effect for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. For private companies, not-for-profit organizations, and employee benefit plans, the standard becomes effective for fiscal years beginning after December 15, 2018, and for interim periods within fiscal years beginning after December 15, 2019. The ASU permits early adoption of the own credit provision (referenced above). Additionally, it permits early adoption of the provision that exempts private companies and not-for-profit organizations from having to disclose fair value information about financial instruments measured at amortized cost. It is not anticipated that this guidance will have a material impact on our results of operations, cash flows or financial condition. In April 2016, the FASB issued “ASU 2016 - 10 Revenue from Contract with Customers (Topic 606): identifying Performance Obligations and Licensing.” The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments in this Update are intended to render more detailed implementation guidance with the expectation to reduce the degree of judgement necessary to comply with Topic 606. The amendments in this Update affect the guidance in ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which is not yet effective. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements in Topic 606 (and any other Topic amended by Update 2014-09). ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year. We are currently evaluating the impact that this updated guidance will have on our results of operations, cash flows or financial condition. In November 2016, the FASB issued ASU 2016-20, an amendment to ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU addressed several areas related to contracts with customers. This topic is not yet effective and will become effective with Topic 606. We are currently evaluating the impact this topic will have on our financial statements. |
Transaction Commitment Fee
Transaction Commitment Fee | 12 Months Ended |
Mar. 31, 2019 | |
Notes | |
Transaction Commitment Fee | 4. Transaction Commitment Fee In February 2018, we received a non-refundable commitment fee of $250,000 from a third-party pursuant to a non-binding letter of intent to enter into a proposed merger transaction. The terms of the letter of intent provided for the non-refundable commitment fee to be used for specific payments of accounts payable and costs related to the proposed transaction. The merger transaction was consummated on June 27, 2018. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Mar. 31, 2019 | |
Notes | |
Related Party Transactions | 5. Related Party Transactions As of March 31, 2019 and 2018, we reported $0 and $305, respectively, as an advance payable to related party. |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2019 | |
Notes | |
Income Taxes | Reconciliation between our effective tax rate and the United States statutory rate is as follows: Significant components of our deferred tax assets consist of the following: March 31, 2019 March 31, 2018 Net operating loss carryforwards $ 91,434 $ 53,299 Valuation allowance (91,434) (53,299) Net deferred tax assets $ - $ - A valuation allowance has been established for our tax assets as their use is dependent on the generation of sufficient future taxable income, which cannot be predicted at this time. As of March 31, 2019, we had federal tax net operating loss carryforwards of $91,434. The federal net operating loss carryforwards will expire at various dates through 2038. The U.S. Tax Cuts and Jobs Act (Tax Act) was enacted on December 22, 2017 and introduces significant changes to U.S. income tax law. Effective in 2018, the Tax Act reduces the U.S. statutory tax rate from 35% to 21% and creates new taxes on certain foreign-sourced earnings and certain related-party payments, which are referred to as the global intangible low-taxed income tax and the base erosion tax, respectively. The Tax Act requires us to pay U.S. income taxes on accumulated foreign subsidiary earnings not previously subject to U.S. income tax at a rate of 15.5% to the extent of foreign cash and certain other net current assets and 8% on the remaining earnings. Due to the timing of the enactment and the complexity involved in applying the provisions of the Tax Act, the Company has not recorded any adjustments according to Tax Act. As we collect and prepare necessary data, and interpret the Tax Act and any additional guidance issued by the U.S. Treasury Department, the IRS, and other standard-setting bodies, we may make adjustments to the provisional amounts. Those adjustments may materially impact our provision for income taxes and effective tax rate in the period in which the adjustments are made. The accounting for the tax effects of the Tax Act will be completed in 2018. 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' Deficit
Stockholders' Deficit | 12 Months Ended |
Mar. 31, 2019 | |
Notes | |
Stockholders' Deficit | 7. Stockholders’ Deficit Prior to August 8, 2018, we had 750,000,000 shares of our $0.001 par value common stock authorized. On August 8, 2018, our Board of Directors voted to amend our articles of incorporation whereby the authorized shares of our common stock were reduced to 250,000,000. Additionally, the Board authorized 50,000,000 shares of $0.001 par value preferred stock. On September 25, 2018, we filed a certificate of amendment to our articles of incorporation to effect such changes. On June 27, 2018, we consummated a transaction as contemplated by that certain Contribution Agreement made and entered into as of June 27, 2018 by and among B4MC and us. Pursuant to the Contribution Agreement, B4MC issued 17,001,312 shares of its $0.001 par value common stock to us in exchange for a 100% ownership interest in us resulting in 22,668,416 post-merger shares of B4MC common stock issued and outstanding. On October 1, 2018, we entered into a corporate advisory agreement with a consultant (the “Consultant”), who is a non-related party, to provide business advisory services, including research distribution services. As compensation for these services, the Consultant received 12,500 shares of our common stock having a value of $50,000 based on a fair market value of $4.00 per share as determined by recent private financings that occurred on October 3, 2018 and November 7, 2018 which are described below. On October 3, 2018 and November 7, 2018, we issued an aggregate of 7,500 shares of our common stock to one investor at $4.00 per share in consideration of $30,000 in cash. As of March 31, 2019 and 2018, we had 22,688,416 shares and 17,001,312 shares of our common stock issued and outstanding, respectively. Stock Option Plans On August 8, 2018, the Board and stockholders holding a majority of our voting power approved the “RocketFuel Blockchain, Inc., 2018 Stock Incentive Plan,” which plan enables us to make awards that qualify as performance-based compensation. We have reserved 2,000,000 shares of our common stock for issuance in connection with awards under the plan. Stock-Based Compensation On August 8, 2018, our Board of Directors approved the grant of options to purchase 500,000 shares of our common stock to Mr. Bennett J. Yankowitz, our chief financial officer and a director, pursuant to an exemption under Section 4(a)(2) of the Securities Act of 1933, as amended. Pursuant to the terms of the option agreement, these options are exercisable immediately on the date of grant at an exercise price of $3.00 per share and are exercisable for a term of 10 years from the date of grant. In determining the fair value of the stock option, we used the Black-Scholes pricing model having the following assumptions: i) stock option exercise price of $3.00; ii) fair market value of our common stock of $4.00, which was based on available valuation factors made available to us during the period from the date of grant through the end of our fiscal quarter ended September 30, 2018; iii) expected term of option of 7 years; iv) expected volatility of our common stock of approximately 40%; v) expected dividend rate of 0.0%; and vi) risk-free interest rate of approximately 2.80%. As a result, we recorded stock-based compensation of $1,100,350 during the fiscal year ended March 31, 2019. |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Mar. 31, 2019 | |
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 | 12 Months Ended |
Mar. 31, 2019 | |
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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies: Basis of Presentation (Policies) | 12 Months Ended |
Mar. 31, 2019 | |
Policies | |
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”). |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies: Use of Accounting Estimates (Policies) | 12 Months Ended |
Mar. 31, 2019 | |
Policies | |
Use of Accounting Estimates | Use of Accounting Estimates The preparation of these financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management's estimates are based on the facts and circumstances available at the time estimates are made, past historical experience, risk of loss, general economic conditions and trends and management's assessments of the probable future outcome of these matters. Consequently, actual results could differ from such estimates. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies) | 12 Months Ended |
Mar. 31, 2019 | |
Policies | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash includes cash on hand. We consider all highly-liquid, temporary cash investments with a maturity date of three months or less to be cash equivalents. At March 31, 2019 we had $19,486 of cash deposited at one bank. At March 31, 2018 we had $300 in cash on hand and no cash deposited in any banks. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies) | 12 Months Ended |
Mar. 31, 2019 | |
Policies | |
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. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies: Income Taxes (Policies) | 12 Months Ended |
Mar. 31, 2019 | |
Policies | |
Income Taxes | Income Taxes The provision for income taxes includes federal, state, local and foreign taxes. Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences of temporary differences between the financial statement carrying amounts and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be recovered or settled. We evaluate the realizability of our deferred tax assets and establish a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized. We account for uncertain tax positions using a “more-likely-than-not” threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. We evaluate this tax position on a quarterly basis. We also accrue for potential interest and penalties, if applicable, related to unrecognized tax benefits in income tax expense. |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies: Basic and Diluted Loss Per Share (Policies) | 12 Months Ended |
Mar. 31, 2019 | |
Policies | |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share Basic loss per common share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is based upon the weighted-average common shares outstanding during the period plus additional weighted-average common equivalent shares outstanding during the period. Common equivalent shares result from the assumed exercise of outstanding stock options and warrants, the proceeds of which are then assumed to have been used to repurchase outstanding common stock using the treasury stock method. In addition, the numerator is adjusted for any changes in income that would result from the assumed conversion of potential shares. There were no potentially dilutive shares which would have the effect of being antidilutive. |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Mar. 31, 2019 | |
Policies | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements We have evaluated all issued but not yet effective accounting pronouncements and determined that, other than the following, they are either immaterial or not relevant to us. In February 2016, the Financial Accounting Standards Board (FASB) issued an Accounting Standards Update (ASU) “ASU 2016 - 02 Leases” intended to improve financial reporting about leasing transactions. The ASU affects all companies and other organizations that lease assets such as real estate, office equipment and manufacturing equipment. The ASU will require organizations that lease assets - referred to as “lessees” - to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. Under the new guidance, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current Generally Accepted Accounting Principles (GAAP), the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP - which requires only capital leases to be recognized on the balance sheet - the new ASU will require both types of leases to be recognized on the balance sheet. The ASU also will require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. The accounting by organizations that own the assets leased by the lessee - also known as lessor accounting - will remain largely unchanged from current GAAP. However, the ASU contains some targeted improvements that are intended to align, where necessary, lessor accounting with the lessee accounting model and with the updated revenue recognition guidance issued in 2014. The ASU on leases will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other organizations, the ASU on leases will take effect for fiscal years beginning after December 15, 2019, and for interim periods within fiscal years beginning after December 15, 2020. It is not anticipated that this updated guidance will have a material impact on our results of operations, cash flows or financial condition. In March 2016, the FASB issued “ASU 2016 - 09 Improvements to Employee Share-Based Payment Accounting” which is intended to improve the accounting for employee share-based payments. The ASU affects all organizations that issue share-based payment awards to their employees. The ASU, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, simplifies several aspects of the accounting for share-based payment award transactions, including; the income tax consequences, classification of awards as either equity or liabilities, and the classification on the statement of cash flows. The ASU simplifies two areas specific to private companies, with regards to the expected term and intrinsic value measurements. The ASU simplifies the following areas to private and public companies; (a) tax benefits and tax deficiencies with regards to the differences between book and tax deductions, (b) changes in the excess tax benefits classification in the statement of cash flows, (c) make an entity wide accounting policy election for accrual of vested awards verses individual awards, (d) changes in the amount qualifying as an equity award classification subject to statutory tax withholdings, (e) clarification in the classification of shares withheld for statutory tax withholdings on the statement of cash flows. For public companies, the amendments in this ASU are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. For private companies, the amendments are effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted for any organization in any interim or annual period. It is not anticipated that this guidance will have a material impact on our results of operations, cash flows or financial condition. In January 2016, the FASB issued “ASU 2016 - 01 Recognition and Measurement of Financial Assets and Financial Liabilities,” intended to improve the recognition and measurement of financial instruments. The ASU affects public and private companies, not-for-profit organizations, and employee benefit plans that hold financial assets or owe financial liabilities. The new guidance makes targeted improvements to existing GAAP by: Requiring equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; Requiring public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; Requiring separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; Eliminating the requirement to disclose the fair value of financial instruments measured at amortized cost for organizations that are not public business entities; Eliminating the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; and Requiring a reporting organization to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as “own credit”) when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. The ASU on recognition and measurement will take effect for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. For private companies, not-for-profit organizations, and employee benefit plans, the standard becomes effective for fiscal years beginning after December 15, 2018, and for interim periods within fiscal years beginning after December 15, 2019. The ASU permits early adoption of the own credit provision (referenced above). Additionally, it permits early adoption of the provision that exempts private companies and not-for-profit organizations from having to disclose fair value information about financial instruments measured at amortized cost. It is not anticipated that this guidance will have a material impact on our results of operations, cash flows or financial condition. In April 2016, the FASB issued “ASU 2016 - 10 Revenue from Contract with Customers (Topic 606): identifying Performance Obligations and Licensing.” The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments in this Update are intended to render more detailed implementation guidance with the expectation to reduce the degree of judgement necessary to comply with Topic 606. The amendments in this Update affect the guidance in ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which is not yet effective. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements in Topic 606 (and any other Topic amended by Update 2014-09). ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year. We are currently evaluating the impact that this updated guidance will have on our results of operations, cash flows or financial condition. In November 2016, the FASB issued ASU 2016-20, an amendment to ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU addressed several areas related to contracts with customers. This topic is not yet effective and will become effective with Topic 606. We are currently evaluating the impact this topic will have on our financial statements. |
Income Taxes_ Schedule of Effec
Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Tables/Schedules | |
Schedule of Effective Income Tax Rate Reconciliation | Year Ended March 31, 2019 Period Ended January 12, 2018 (date of inception) through March 31, 2018 Expected federal tax rate 21.0% 21.0% Change in valuation allowance (21.0%) (21.0%) Effective tax rate 0.0% 0.0% |
Income Taxes_ Schedule of Defer
Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets and Liabilities | March 31, 2019 March 31, 2018 Net operating loss carryforwards $ 91,434 $ 53,299 Valuation allowance (91,434) (53,299) Net deferred tax assets $ - $ - |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Mar. 31, 2019 | Mar. 31, 2018 |
Details | ||
Related Party Transaction, Due from (to) Related Party, Current | $ 0 | $ 305 |
Income Taxes_ Schedule of Eff_2
Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Mar. 31, 2019 | |
Details | ||
Expected federal tax rate | 21.00% | 21.00% |
Change in valuation allowance | (21.00%) | (21.00%) |
Effective tax rate | 0.00% | 0.00% |
Income Taxes_ Schedule of Def_2
Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Mar. 31, 2019 | Mar. 31, 2018 |
Details | ||
Net operating loss carryforwards | $ 91,434 | $ 53,299 |
Valuation allowance | (91,434) | (53,299) |
Net deferred tax assets | $ 0 | $ 0 |