Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jun. 30, 2019 | Sep. 09, 2019 | |
Details | ||
Registrant CIK | 0000823546 | |
Fiscal Year End | --03-31 | |
Registrant Name | ROCKETFUEL BLOCKCHAIN, INC. | |
SEC Form | 10-Q | |
Period End date | Jun. 30, 2019 | |
Tax Identification Number (TIN) | 90-1188745 | |
Number of common stock shares outstanding | 22,688,416 | |
Filer Category | Non-accelerated Filer | |
Current with reporting | Yes | |
Interactive Data Current | Yes | |
Shell Company | false | |
Small Business | true | |
Emerging Growth Company | false | |
Document Quarterly 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 | 2020 | |
Document Fiscal Period Focus | Q1 |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2019 | Mar. 31, 2019 |
Current assets: | ||
Cash | $ 8,558 | $ 19,486 |
Total current assets | 8,558 | 19,486 |
Total assets | 8,558 | 19,486 |
Current liabilities: | ||
Accounts payable and accrued expenses | 90,949 | 78,174 |
Total current liabilities | 90,949 | 78,174 |
Total liabilities | 90,949 | 78,174 |
Stockholders' deficit: | ||
Common Stock, Value, Issued | 22,688 | 22,688 |
Additional paid-in capital | 1,413,629 | 1,413,629 |
Accumulated deficit | (1,518,708) | (1,495,005) |
Total stockholders' deficit | (82,391) | (58,688) |
Total liabilities and stockholders' deficit | $ 8,558 | $ 19,486 |
Balance Sheets - Parenthetical
Balance Sheets - Parenthetical - shares | Jun. 30, 2019 | Mar. 31, 2019 |
Details | ||
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 |
Common Stock, Shares, Issued | 22,688,416 | 22,688,416 |
Common Stock, Shares, Outstanding | 22,688,416 | 22,688,416 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Details | ||
Revenues | $ 0 | $ 0 |
Expenses: | ||
General and administrative expenses | 23,703 | 41,200 |
Loss from operations | (23,703) | (41,200) |
Net loss before provision for income taxes | (23,703) | (41,200) |
Provision for income taxes | 0 | 0 |
Net loss | $ (23,703) | $ (41,200) |
Net loss per common share: | ||
Basic and diluted | $ 0 | $ 0 |
Weighted average common shares outstanding: | ||
Basic and diluted | 22,688,416 | 17,190,215 |
Statement of Stockholders' Defi
Statement of Stockholders' Deficit - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Retained Earnings | Total |
Equity Balance, Starting at Mar. 31, 2018 | $ 0 | $ 17,001 | $ 233,299 | $ (253,805) | $ (3,505) |
Shares Outstanding, Starting at Mar. 31, 2018 | 0 | 17,001,312 | |||
Stock Issued During Period, Value, Acquisitions | $ 5,667 | 0 | 90,745 | 96,412 | |
Stock Issued During Period, Shares, Acquisitions | 5,667,104 | ||||
Net Income (Loss) | (41,200) | (41,200) | |||
Shares Outstanding, Ending at Jun. 30, 2018 | 0 | 22,668,416 | |||
Equity Balance, Ending at Jun. 30, 2018 | $ 0 | $ 22,668 | 233,299 | (204,260) | 51,707 |
Equity Balance, Starting at Mar. 31, 2019 | $ 0 | $ 22,688 | 1,413,629 | (1,495,005) | (58,688) |
Shares Outstanding, Starting at Mar. 31, 2019 | 0 | 22,688,416 | |||
Net Income (Loss) | (23,703) | (23,703) | |||
Shares Outstanding, Ending at Jun. 30, 2019 | 0 | 22,668,416 | |||
Equity Balance, Ending at Jun. 30, 2019 | $ 0 | $ 22,688 | $ 1,413,629 | $ (1,518,708) | $ (82,391) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (23,703) | $ (41,200) |
Changes in assets and liabilities: | ||
Accounts payable and accrued expenses | 12,775 | 129,362 |
Net cash flows provided by (used in) operating activities | (10,928) | 88,162 |
Net change in cash | (10,928) | 88,162 |
Cash at beginning of period | 19,486 | 300 |
Cash at end of period | 8,558 | 88,462 |
Supplemental disclosure of non-cash flow information: | ||
Stock Issued During Period, Value, Other | 0 | 96,412 |
Income taxes paid | $ 0 | $ 0 |
Business Description
Business Description | 3 Months Ended |
Jun. 30, 2019 | |
Notes | |
Business Description | 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. Our corporate headquarters are located in Las Vegas, Nevada. |
Interim Financial Statements an
Interim Financial Statements and Basis of Presentation | 3 Months Ended |
Jun. 30, 2019 | |
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 pursuant to 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. 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 months ended June 30, 2019 may not necessarily be indicative of results that may be expected for any succeeding quarter or for the entire fiscal year. These condensed financial statements should be read in conjunction with our audited financial statements as of March 31, 2019 as filed with the Securities and Exchange Commission (the “SEC”) on August 23, 2019. 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 revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and judgments. Our significant accounting policies are described in Note 3 to the audited financial statements as of March 31, 2019 which are included in our Annual Report on Form 10-K as filed with the SEC on August 23, 2019. |
Going Concern
Going Concern | 3 Months Ended |
Jun. 30, 2019 | |
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. During the three months ended June 30, 2019, we reported a net loss of $23,703 and negative cash flows of $10,928 from operating activities. As of June 30, 2019, we reported negative working capital of $82,391. 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 | 3 Months Ended |
Jun. 30, 2019 | |
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 | 3 Months Ended |
Jun. 30, 2019 | |
Notes | |
Related Party Transactions | 5. Related Party Transactions During the three months ended June 30, 2019 and 2018, we reported no related party transactions. |
Income Taxes
Income Taxes | 3 Months Ended |
Jun. 30, 2019 | |
Notes | |
Income Taxes | 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. |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Jun. 30, 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. |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Jun. 30, 2019 | |
Notes | |
Stock-based Compensation | 8. Stock-Based Compensation 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. 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 (the “Securities Act”). 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 at that time of the date of grant; 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 on the date of grant. |
Legal Proceedings
Legal Proceedings | 3 Months Ended |
Jun. 30, 2019 | |
Notes | |
Legal Proceedings | 9. 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 | 3 Months Ended |
Jun. 30, 2019 | |
Notes | |
Subsequent Events | 10. Subsequent Events We evaluated all events or transactions that occurred after the balance sheet date through the date when we issued these financial statements and, other than the event described below, we did not have any other material recognizable subsequent events during this period. On September 3, 2019, a private investor purchased 100,000 shares of our common stock at a price of $1.00 per share. The investor also received: (i) warrants to purchase an additional 300,000 shares of common stock at $1.00 per share, expiring September 3, 2020, and (ii) a $10,000 structuring fee. These securities were issued in a transaction exempt from registration under the Securities Act pursuant to Rules 506 and 903 thereunder and constitute restricted securities under Rule 144 thereunder. |
Business Description (Details)
Business Description (Details) - $ / shares | Jun. 30, 2019 | Mar. 31, 2019 | Aug. 07, 2018 | Jun. 27, 2018 |
Details | ||||
Common Stock, Shares, Issued | 22,688,416 | 22,688,416 | 17,001,312 | |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||
Common Stock, Shares, Outstanding | 22,688,416 | 22,688,416 | 22,668,416 |
Going Concern (Details)
Going Concern (Details) - USD ($) | 3 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2019 | Aug. 07, 2018 | Jun. 27, 2018 | |
Details | |||||
Net loss | $ (23,703) | $ (41,200) | |||
Net cash flows provided by (used in) operating activities | $ (10,928) | $ 88,162 | |||
Common Stock, Shares, Issued | 22,688,416 | 22,688,416 | 17,001,312 | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||
Common Stock, Shares, Outstanding | 22,688,416 | 22,688,416 | 22,668,416 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Details | ||
Related Party Transaction, Amounts of Transaction | $ 0 | $ 0 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - $ / shares | Jun. 30, 2019 | Mar. 31, 2019 | Aug. 08, 2018 | Aug. 07, 2018 | Jun. 27, 2018 |
Details | |||||
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 | 250,000,000 | 750,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | 50,000,000 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||||
Common Stock, Shares, Issued | 22,688,416 | 22,688,416 | 17,001,312 | ||
Common Stock, Shares, Outstanding | 22,688,416 | 22,688,416 | 22,668,416 |
Stock-based Compensation (Detai
Stock-based Compensation (Details) | Aug. 08, 2018USD ($)$ / sharesshares |
Details | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares | 500,000 |
Investment Options, Exercise Price | $ / shares | $ 3 |
Share-based Payment Arrangement, Amount Capitalized | $ | $ 1,100,350 |