United States securities and exchange commission logo





                             September 1, 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, 2023
                                                            Filed August 21,
2023
                                                            File No.
033-17773-NY

       Dear Bennett Yankowitz:

              We have reviewed your filing and your April 18, 2023 response
letter 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.
       Unless we note otherwise, our references to prior comments are to
comments in our March 15,
       2023 letter.

       Form 10-K for the Fiscal Year Ended March 31, 2023

       General

   1.                                                   Refer to your response
to comment 5 that the company has not issued any tokens to date,
                                                        and, due to market
conditions, has no current plans to do so. Please provide an analysis of
                                                        the Securities Act
exemption upon which you relied in connection with your pre-launch
                                                        sales of tokens to four
investors in September 2022, as disclosed on page 23 and in Note 9
                                                        to your financial
statements for the fiscal year ended March 31, 2023. In this regard, we
                                                        note your disclosure in
Note 9 that:
                                                            On September 19,
2022, you completed a private placement offering of 3,389,831
                                                             shares of common
stock and warrants to purchase 1,694,915 shares of common stock;
                                                            In connection
therewith, RocketFuel (BVI) Ltd., your wholly-owned subsidiary,
 Bennett Yankowitz
FirstName
RocketFuelLastNameBennett
           Blockchain, Inc. Yankowitz
Comapany 1,
September NameRocketFuel
             2023           Blockchain, Inc.
September
Page 2    1, 2023 Page 2
FirstName LastName
              entered into pre-launch token sale agreements with four investors
for the issuance of
              3,389,831 tokens when such tokens are created; and
                The combined purchase price for one share of common stock, an
accompanying
              warrant and a token was $0.2065.
2.       We note your response to comment 5, in particular your statement that
  [i]f and when we
         resume the token program, our current intention is as follows: (i)
pre-sale agreements for
         tokens will be offered only to non-U.S. Persons in an offering under
Regulation S and (ii)
         the tokens when issued by our BVI subsidiary will be done so through
an offering
         pursuant to Form F-1 or Regulation A.    Given that the tokens to be
issued under any pre-
         sale agreement will be deemed to have been offered and sold at the
time of entry into the
         pre-sale agreement for purposes of the Securities Act, please explain
how you will comply
         with Regulation S with respect to the tokens when issued to prevent
flowback into the
         U.S. In responding to this comment, address whether the tokens to be
issued under the
         pre-sale agreements will be fungible with tokens expected to be issued
through the loyalty
         program. Further, please also clarify whether the statement in clause
(ii) refers to the
         tokens to be issued under the pre-sale agreements, tokens generally
issued under the
         loyalty program, or both. In this regard, it is not clear how the
offering of the tokens to be
         issued under the pre-sale agreements could be registered or qualified
under the Securities
         Act given that the offering commenced at the time of entry into the
pre-sale agreements.
3.       Refer to your response to comment 5. You state that when your
subsidiary BVI issues
         tokens it will do so through an offering pursuant to Form F-1 or
Regulation A. Please tell
         us why you believe that your subsidiary is a "foreign private issuer"
under Exchange Act
         Rule 3b-4(c), and, to the extent that your subsidiary is a foreign
private issuer, please tell
         us why you believe that it will be eligible to offer securities
pursuant to Regulation A.
         Refer to Rule 251(b)(1) of Regulation A.
4.       Refer to your response to comment 5. Your response that you have no
plans to have a
         token program appears to be inconsistent with your website, which
states that the
         RocketFuel $Rpay token is launching soon and that "[t]o purchase the
$Rpay token in
         private sale, you can either use our automated application by clicking
here or by emailing
         us at: token@rocketfuelblockchain.com." We also note that your website
states that "the
         RocketFuel token $Rpay is the backbone of the recently announced
Rocketfuel loyalty
         program and will be used as means of payment for offers in the loyalty
program and
         elsewhere" and that "[m]erchant customers earn RocketFuel $Rpay
loyalty tokens on all
         purchases." Please tell us your current plans regarding your token
program so that we
         understand the statements on your website, including whether you have
taken any other
         actions to develop, design, program or mint tokens. In this regard, we
note your
         disclosure that you have entered into an agreement with ACI to develop
a loyalty
         program. Also, in future filings, please tell us the factors you will
consider when
         determining whether to begin a token program and address the risks
related to a token
         program.
5.       Refer to your response to comment 6 that "[t]he terms of any staking
program have not yet
 Bennett Yankowitz
FirstName
RocketFuelLastNameBennett
           Blockchain, Inc. Yankowitz
Comapany 1,
September NameRocketFuel
             2023           Blockchain, Inc.
September
Page 3    1, 2023 Page 3
FirstName LastName
         been determined." Please tell us whether or not you intend to have a
staking program,
         and, if so, in future filings, disclose the expected timeline and
associated costs and risks
         related to the development and operation of a staking program. To the
extent that you
         may offer staking to your users but do not have a timeline related to
the development of
         the staking program, in future filings, please disclose the factors
you will consider when
         determining whether and when to offer a staking program to your users.
Business
Our Growth Strategy, page 6

6.       We note your disclosure that you have entered into an agreement with
ACI to develop a
         loyalty program. Please revise future filings to disclose the date of
this agreement and the
         material terms and conditions thereof, including the term and
termination provisions.
         Also please tell us how you considered filing this agreement as an
exhibit to the Form 10-
         K. See Item 601(b)(10) of Regulation S-K.
7.       Refer to your response to comment 9. In future filings, please discuss
the internal
         procedures and policies you will use to determine whether any tokens
you issue and
         staking programs you offer are securities under Section 2(a)(1) of the
Securities Act. In
         addition, please 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.
Risk Factors, page 7

8.       Refer to your response to comment 15 in which you agreed to include
enhanced disclosure
         in future filings describing 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. However, we are unable to locate
responsive
         disclosure in your Form 10-K for the fiscal year ended March 31, 2023.
Please provide us
         with your proposed revised disclosure to be included in future filings
or advise.
Note 2. Summary of Significant Accounting Policies
Software Development Costs, page F-8

9.       We acknowledge your response to comment 1, however your response did
not tell us why
         you are capitalizing certain general and administrative costs related
to the customization
         and development of your internal business systems, as you disclose on
page F-7. Under
         ASC 350-40-30-3, you should not capitalize general and administrative
costs and
         overhead costs as costs of internal-use software. Please tell us how
your accounting
         policy considered this guidance and quantify capitalized general and
administrative costs
         and overhead costs of internal-use software in the periods presented.
Revenue Recognition, page F-8

10.      You disclose that your revenues include gains from the spread between
the exchange rates
 Bennett Yankowitz
RocketFuel Blockchain, Inc.
September 1, 2023
Page 4
         on cryptocurrency transactions. Please respond to the following:
             Tell us the nature of these transactions. Provide us with an
example;
             Tell us how you are accounting for the transaction and why, citing
the accounting
             literature applied;
             Quantify revenues from these transactions in the periods
presented; and
             In future filings, disclose your accounting policy for these
transactions.
11.      We acknowledge your response to comment 3, however your response did
not provide us
         with a complete analysis under ASC 606 for each of the four sources of
revenue disclosed
         on page F-8. In your response, specifically address the following for
each source:
             Tell us the amount of revenue recognized from each of the four
sources listed for
             each period presented;
             Tell us the significant payment terms (for example, the form of
consideration, when
             payment typically is due, whether the contract has a significant
financing component,
             whether the consideration amount is variable, and whether the
estimate of variable
             consideration is typically constrained);
             Provide us with your analysis in determining to recognize the
transaction fees on a
             net, versus a gross basis;
             For performance obligations you satisfy over time, tell us the
methods used to
             recognize revenue (for example, a description of the output
methods or input methods
             used and how those methods are applied) and explain why the
methods used provide
             a faithful depiction of the transfer of goods or services;
             For performance obligations you satisfy at a point in time, tell
us the significant
             judgments made in evaluating when a customer obtains control of
promised goods or
             services;
             Tell us about your allocation of the transaction price, including
estimating standalone
             selling prices of promised goods or services and allocating
discounts and variable
             consideration to a specific part of the contract (if applicable);
             Tell us the nature of any obligations for returns, refunds, and
other similar obligations
             and the nature of any types of warranties and related obligations.
Tell us how you
             measure obligations for returns, refunds, and other similar
obligations; and
             You told us that you do not believe that you control the funds of
customers since
             your software merely automates the process of a shopper
transferring cryptocurrency
             from the shopper   s account to the merchant, and in doing so you
are merely acting as
             an agent of the merchant. Tell us in more detail about your rights
and obligations, as
             well as your exposure to losses, and discuss your consideration of
SAB Topic 121.
12.    We acknowledge your response to comment 2; however we note that your
revenue
       recognition policy did not include the requested revisions. Please
ensure that any future
FirstName LastNameBennett Yankowitz
       filings includes the revisions. Further, we note that your proposed
disclosures as included
Comapany     NameRocketFuel
       in your                 Blockchain,
                 response did not include allInc.
                                              of the requested disclosures.
Ensure that you include
       all of1,the
September          disclosures
                2023  Page 4 required by ASC 606-10-50 in your future filings.
FirstName LastName
 Bennett Yankowitz
FirstName
RocketFuelLastNameBennett
           Blockchain, Inc. Yankowitz
Comapany 1,
September NameRocketFuel
             2023           Blockchain, Inc.
September
Page 5    1, 2023 Page 5
FirstName LastName
Note 9. Stockholder's Equity (Deficit), page F-12

13.      We acknowledge your response to prior comments 5 and 16. We note that
in the
         September 19, 2022 private placement you sold common stock, with an
accompanying
         warrant and a Token, for a combined purchase price of $0.2065
resulting in proceeds to
         you of $700,000. In your response you told us that you have no current
plans to issue any
         tokens. Please provide us with your analysis of the accounting for the
private placement
         given that your agreements included common stock, warrants, and
tokens. Cite the
         accounting literature you relied upon and how you applied it to your
facts and
         circumstances.
Legal Proceedings, page F-17

14.      We acknowledge your response to comment 17; however your response did
not address,
         as requested, how you considered ASC 505-10-25-2 which states that
adjustments or
         charges or credits resulting from transactions in the entity's own
capital stock shall be
         excluded from the determination of net income or the results of
operations. Please explain
         to us why you believe that this guidance does not apply to your
circumstance and cite the
         accounting literature that you applied and why.
Note 11. Commitments and Contingencies
Incentive Bonus Payable, page F-17

15.      With respect to the license agreement you entered into with a merchant
in March 2023, we
         note that you agreed to develop software for the merchant to pay the
merchant a
         $110,000 incentive bonus payable when the merchant   s aggregate
payouts made during
         the initial 24-month of the license equals or exceeds $3,000,000.
Please tell us how you
         are accounting for the bonus, citing the accounting literature
applied.
Exhibits

16.      We acknowledge your response to comment 18 that you will make the
requested
         revisions in future filings. However, we note that the certifications
included in your Form
         10-Q for the quarterly period ended December 31, 2022 filed April 3,
2023 did not include
         the requested revisions, nor did your Form 10-K for the fiscal year
ended March 31,
         2023. Please ensure that in any future filings the language in your
certifications is exactly
         as set forth in Item 601(b)(31)(i) of Regulation S-K.

        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.
September 1, 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 Lin at (202) 551-3552 or Sonia Bednarowski at (202) 551-3666 with
any other
questions.



FirstName LastNameBennett Yankowitz                       Sincerely,
Comapany NameRocketFuel Blockchain, Inc.
                                                          Division of
Corporation Finance
September 1, 2023 Page 6                                  Office of Crypto
Assets
FirstName LastName