United States securities and exchange commission logo





                             March 15, 2023

       Bennett Yankowitz
       Chief Financial Officer
       RocketFuel Blockchain, Inc.
       201 Spear Street
       Suite 1100
       San Francisco, California 94105

                                                        Re: RocketFuel
Blockchain, Inc.
                                                            Form 10-K for the
Fiscal Year Ended March 31, 2022
                                                            Filed July 15, 2022
                                                            Form 10-Q for the
Quarterly Period Ended September 30, 2022
                                                            Filed November 14,
2022
                                                            File No.
033-17773-NY

       Dear Bennett Yankowitz:

              We have reviewed your filings and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 10-K for the Fiscal Year Ended March 31, 2022

       Note 2. Summary of Significant Accounting Policies
       Software Development Costs, page F-7

   1.                                                   Once an application has
reached the development stage, you capitalize internal and
                                                        external costs, if
direct and incremental, and certain general and administrative costs
                                                        related to the
customization and development of your internal business systems. Please tell
                                                        us how you considered
ASC 350-40-30-1 and 30-3 in determining what general and
                                                        administrative costs to
capitalize during the application development stage.
 Bennett Yankowitz
FirstName
RocketFuelLastNameBennett
            Blockchain, Inc. Yankowitz
Comapany
March      NameRocketFuel Blockchain, Inc.
       15, 2023
March2 15, 2023 Page 2
Page
FirstName LastName
Revenue Recognition, page F-7

2.       Please revise future filings to address the disclosures required by
ASC 606-10-50,
         including 50-1, 50-8(b), 50-12, and 50-17 through 50-20. Show us what
your disclosure
         will look like in your response.
3.       Please tell us about your contract terms with your customers and your
analysis of the
         accounting under U.S. GAAP. Include a discussion of each of the areas
where you have
         generated or expect to generate revenues. In your response, also
address the following:
             In Risk Factors on page 11, you disclose that the company takes on
credit risk.
             Please explain to us in more detail how the company takes on
credit risk, specifically
             quantifying the impact on your financial statements in the periods
presented from this
             risk.
             In Risk Factors on page 12, you disclose that your clients
purchase your services
             according to a variety of pricing formulas and sometimes these
include formulas
             based on pay for performance, whereby clients pay you only after
you have delivered
             the desired result to them. Please include a discussion about
these terms in your
             response.
             In Risk Factors on pages 14 and 16 you disclose that you may
provide technology to
             facilitate the secure storage of user API keys from cryptocurrency
exchanges and you
             do not believe that the company is a money transmitter, because
the company does
             not hold, possess or control payment funds on behalf of a consumer
or merchant.
             Please tell us in more detail about your provision of these
services and why you
             believe that you do not control the funds.
Note 9. Stockholders' Equity (Deficit), page F-12

4.       With respect to the common shares and other consideration that you
issued to customers,
         please tell us how your accounting considered ASC 606-10-32-25 through
32-27 and how
         you determined to recognize the transactions in general and
administrative expenses.
Form 10-Q for the Quarterly Period Ended September 30, 2022

Business, page 7

5.       We note your disclosure that you recently formed RocketFuel (BVI) Ltd.
to be the issuer
         of $Rpay tokens in connection with your planned loyalty program. We
further note your
         November 23, 2022 press release, "RocketFuel Announces launch of its
$Rpay Token
         World   s First Crypto Loyalty Program Unveiled," announcing the
launch of your loyalty
         token through a private sale at a price of $0.015 per token and a
pre-sale at a price
         of $0.025 per token. Please describe, and in future filings disclose,
the rights,
         privileges, obligations and characteristics of the loyalty tokens,
including the blockchain
         on which these tokens exist and how they are distributed and
exchanged.
         Additionally, please describe the features of your loyalty program.
Further, describe how
         you have conducted and plan to conduct any offering or distribution of
the loyalty token in
 Bennett Yankowitz
FirstName
RocketFuelLastNameBennett
            Blockchain, Inc. Yankowitz
Comapany
March      NameRocketFuel Blockchain, Inc.
       15, 2023
March3 15, 2023 Page 3
Page
FirstName LastName
         compliance with the federal securities laws, including an analysis of
the Securities Act
         exemption on which you are relying for the current offering of the
$Rpay tokens. In this
         regard, we note that your token distribution schedule on your website
includes pre-sales,
         private sales, public sales, airdrops, and staking.
6.       We note your loyalty program will include a staking program, allowing
participating
         members to earn 5% APY and receive significant discounts. Please
describe, and in
         future filings disclose, your staking program in greater detail,
including, without
         limitation, a discussion of who is eligible to participate, program
features and whose
         crypto assets are being staked. Additionally, provide us with your
analysis as to how your
         staking program is executed in compliance with the federal securities
laws.
7.       We note the statement on your website that the $Rpay program will
offer different levels
         of membership and loyalty point benefits for Silver and Platinum
membership levels
         based upon the number of tokens staked. Please tell us whether you
intend to offer $Rpay
         tokens to retail investors. Please describe your use of digital
engagement practices in
         connection with your loyalty program and staking program, including,
as examples only,
         behavioral prompts, differential marketing, game-like features and
other design elements
         or features designed to engage with retail investors. Please also
address the following,
         without limitation, in your revised disclosure:
             Specifically describe the analytical and technological tools and
methods you use in
              connection with such practices and your use of technology to
develop and provide
              investment education tools;
             Clarify whether any of such practices encourage retail investors
to invest in different
              products or change investment strategies;
             Clarify whether you use any optimization functions (e.g., to
increase platform
              revenues, data collection and customer engagement);
             To the extent your use of any optimization functions may lead to
potential conflicts
              between your platform and investors, please add related risk
factor disclosure; and
             Describe in greater detail your data collection practices or those
of your third-party
              service provider.
         Please include a separate risk factor discussing the current and
potential future regulatory
         risks associated with your use of digital engagement practices.
8.       Your November 23, 2022 press release states that only businesses and
accredited private
         investors outside the United States can purchase the $Rpay tokens.
Please tell us, and in
         future filings disclose, how you prevent U.S. investors from obtaining
the loyalty tokens
         and how you prevent the use of your staking program within the United
States and by U.S.
         persons. Please specifically address the steps you are taking to
ensure that U.S. investors
         cannot circumvent your restrictions, and, in future filings, include
risk factor disclosure to
         describe the potential regulatory consequences if U.S. persons
circumvent the restrictions.
         Similarly, we note the statement on your website and in your November
23, 2022 press
         release that you envision the use of $Rpay for future financial
services, such as locking
         the tokens as part of a credit or loan issuance program. Please tell
us how you will
 Bennett Yankowitz
FirstName
RocketFuelLastNameBennett
            Blockchain, Inc. Yankowitz
Comapany
March      NameRocketFuel Blockchain, Inc.
       15, 2023
March4 15, 2023 Page 4
Page
FirstName LastName
         conduct such a program in compliance with the U.S. federal securities
laws and whether
         such a program will be offered within the United States and to U.S.
persons.
9.       We note your statement in the November 23, 2022 press release that
"[t]he $Rpay token
         will be launched as a security token first and over time as its usage
increases, the company
         will obtain the necessary approvals for the token to be classified as
a utility token." Please
         provide your analysis as to when the $Rpay token may no longer be a
security under
         Section 2(a)(1) of the Securities Act. In future filings, please
discuss your internal
         procedures and policies that would allow you to reach the conclusion
that the $Rpay token
         is no longer a security, and add risk factor disclosure addressing the
risks and limitations
         of your internal policies and procedures, including that they are
risk-based judgments
         made by the company and not a legal standard or determination binding
any regulatory
         body or court. In addition, please tell us what you mean by the
statement that you will
         obtain the    necessary approvals    for the token to be classified as
a utility token.
10.      We note the statement on your website that the $Rpay tokens can be
transferred on crypto
         asset exchanges. Please tell us, and in future filings identify, the
exchanges that allow the
         transfer of $Rpay tokens, and please tell us how you ensure that the
secondary transfers of
         the $Rpay tokens are in compliance with the federal securities laws.
11.      We note your statement on your website that $Rpay can be used for
discounts, rewards
         and "NFT experiences." Please tell us what you mean by "NFT
experiences." To the
         extent that you intend to offer and develop NFTs, please describe the
characteristics of the
         NFTs you intend to develop and tell us how you will exchange $Rpay
tokens for NFTs in
         compliance with the federal securities laws, including how you will
ensure that secondary
         trading of the NFTs are in compliance with federal securities laws.
12.      In future filings, if material to an understanding of your business,
please discuss any steps
         you take to safeguard your customers    crypto assets, and describe
any policies and
         procedures that are in place to prevent self-dealing and other
potential conflicts of interest.
          Describe any policies and procedures you have regarding the
commingling of assets,
         including customer assets, your assets, and those of affiliates or
others. Identify what
         material changes, if any, have been made to your processes in light of
the current crypto
         asset market disruption.
13.      Please tell us whether the $Rpay tokens are stored on your platform,
and, if so, please
         disclose whether you use a third-party custodian for your investors'
$Rpay tokens,
         including:
             What portion of your investors' crypto assets and your crypto
assets are held in hot
              wallets and cold wallets;
             The geographic location where crypto assets are held in cold
wallets;
             Whether any person (e.g., auditors, etc.) are responsible for
verifying the existence
              for the $Rpay tokens held by the third-party custodian(s);
             Whether any insurance providers have inspection rights associated
with the crypto
              assets held in storage; and
 Bennett Yankowitz
FirstName
RocketFuelLastNameBennett
            Blockchain, Inc. Yankowitz
Comapany
March      NameRocketFuel Blockchain, Inc.
       15, 2023
March5 15, 2023 Page 5
Page
FirstName LastName
                A description of the custodian's insurance and the degree to
which such policies
              provide coverage for the loss of $Rpay tokens.
Risk Factors, page 7

14.      In future filings, please describe any material risks to your business
from the possibility of
         regulatory developments related to crypto assets and crypto asset
markets. Identify
         material pending crypto legislation or regulation, and describe any
material effects it may
         have on your business, financial condition, and results of operations.
In addition, to the
         extent material, discuss any reputational harm you may face in light
of the recent
         disruption in the crypto asset markets. For example, discuss how
market conditions have
         affected how your business is perceived by customers, counterparties,
and regulators, and
         whether there is a material impact on your operations or financial
condition.
15.      In future filings, please describe any material risks you face related
to the assertion of
         jurisdiction by U.S. and foreign regulators and other government
entities over crypto
         assets and crypto asset markets.
Note 7. Stockholders' Equity
Private Placement, page 11

16.      We note your disclosure about the token offering in this note and in
your November 23,
         2022 press release. Please tell us about the nature of the tokens
issued (or to be issued)
         and the associated rights and obligations. For example, discuss
whether the token
         provides a right to cash or a residual interest in the company.
Include the Company   s
         analysis of the accounting under U.S. GAAP.
Cancellations of Stock, page 12

17.      In connection with a litigation settlement, a shareholder surrendered
3,600,934 shares of
         the company   s common stock and you recognized a gain of $540,059 in
other income for
         the six months ended September 30, 2022. Please tell us how you
considered ASC 505-
         10-25-2, and why you recognized a gain from the surrender of the
shares.
Exhibit 31.1 and 31.2, page 23

18.      The language in Exhibits 31.1 and 31.2 is not exactly as set forth in
Item 601(b)(31)(i) of
         Regulation S-K. For example, you changed the language in paragraph
4(d) to only refer
         to your fourth fiscal quarter and you exclude the reference to your
consolidated
         subsidiaries in paragraph 4(a). Please revise future filings to
provide the certifications
         required by Item 601(b)(31)(i) exactly as set forth therein.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
 Bennett Yankowitz
RocketFuel Blockchain, Inc.
March 15, 2023
Page 6

       You may contact Kate Tillan at (202) 551-3604 or David Irving at (202)
551-3321 if you
have questions regarding comments on the financial statements and related
matters. Please
contact David Gessert at (202) 551-2326 or Sonia Bednarowski at (202) 551-3666
with any other
questions.



FirstName LastNameBennett Yankowitz                      Sincerely,
Comapany NameRocketFuel Blockchain, Inc.
                                                         Division of
Corporation Finance
March 15, 2023 Page 6                                    Office of Crypto
Assets
FirstName LastName