RocketFuel Blockchain (RKFL) 10-Q 9 Sep 19 2020 Q1 Quarterly report Financial data

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