U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
| (Mark One) | |
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For
the quarterly period ended | |
| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the transition period from to | |
Commission File No.
(Name of small business issuer in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
(Address of principal executive offices) |
(Zip Code) |
Issuer’s
telephone number (
| Securities registered under Section 12(b) of the Exchange Act: | ||
None Title of each class |
None Name of each exchange on which registered | |
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value per share
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☐ | Smaller Reporting Company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐
As of February 13, 2020, shares of the registrant’s Common Stock were outstanding.
ROCKETFUEL BLOCKCHAIN, INC.
TABLE OF CONTENTS
| 2 |
ROCKETFUEL BLOCKCHAIN, INC.
Balance Sheets
December 31, 2019 | March 31, 2019 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Total current assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Total current liabilities | ||||||||
| Total liabilities | ||||||||
| Stockholders’ deficit: | ||||||||
| Preferred stock; $ par value; shares authorized; and shares issued and outstanding as of December 31, 2019 and March 31, 2019 | - | - | ||||||
| Common stock; $ par value; shares authorized; shares and shares issued and outstanding as of December 31, 2019 and March 31, 2019 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
The accompanying notes are an integral part of these condensed financial statements.
| 3 |
ROCKETFUEL BLOCKCHAIN, INC.
Statements of Operations
(Unaudited)
Three Months Ended December 31, 2019 | Three Months Ended December 31, 2018 | Nine Months Ended December 31, 2019 | Nine Months Ended December 31, 2018 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Expenses: | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss before provision for income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income taxes | - | - | - | - | ||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per common share: | ||||||||||||||||
| Basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average common shares outstanding: | ||||||||||||||||
| Basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these condensed financial statements.
| 4 |
ROCKETFUEL BLOCKCHAIN, INC.
Statement of Stockholders’ Deficit
For the Three and Nine Month Periods Ended December 31, 2018 and 2019
(Unaudited)
| Preferred Stock Outstanding Shares | Preferred Stock Outstanding Amount | Common Stock Outstanding Shares | Common Stock Outstanding Amount | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Deficit | ||||||||||||||||||||||
| Balance at March 31, 2018 | - | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Effect of merger transaction | - | |||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance at June 30, 2018 | - | ( | ) | |||||||||||||||||||||||||
| Balance at July 1, 2018 | - | ( | ) | |||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance at September 30, 2018 | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance at October 1, 2018 | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Issuance of common stock | ||||||||||||||||||||||||||||
| Issuance of common stock to consultant | ||||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance at December 31, 2018 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Balance at March 31, 2019 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance at June 30, 2019 | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance at July 1, 2019 | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Issuance of common stock | ||||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance at September 30, 2019 | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance at October 1, 2019 | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance at December 31, 2019 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
The accompanying notes are an integral part of these condensed financial statements.
| 5 |
ROCKETFUEL BLOCKCHAIN, INC.
Statements of Cash Flows
(Unaudited)
Nine Months Ended December 31, 2019 | Nine Months Ended December 31, 2018 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustment to reconcile net loss to net cash flows provided by (used in) operating activities: | ||||||||
| Stock-based compensation | - | |||||||
| Changes in assets and liabilities: | ||||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Net cash flows provided by (used in) operating activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Issuance of common stock | ||||||||
| Repayment of related party advances | - | ( | ) | |||||
| Net cash flows provided by financing activities | ||||||||
| Net change in cash | ( | ) | ||||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| Supplemental disclosure of non-cash flow information: | ||||||||
| Effect of reverse-merger transaction on additional paid-in capital | $ | $ | ||||||
| Income taxes paid | $ | $ | ||||||
The accompanying notes are an integral part of these condensed financial statements.
| 6 |
ROCKETFUEL BLOCKCHAIN, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
DECEMBER 31, 2019
(UNAUDITED)
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 shares of its $ par value common stock to us in exchange for a
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 nine months ended December 31, 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.
Reclassification
Certain amounts from prior periods have been reclassified to conform to the current period presentation.
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 nine months ended December 31, 2019, we
reported a net loss of $
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 shares of its $ par value common stock to us in exchange
for a
| 7 |
ROCKETFUEL BLOCKCHAIN, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
DECEMBER 31, 2019
(UNAUDITED)
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.
5. Income Taxes
We are required to file federal and state income tax returns in the United States. The preparation of these tax returns requires us to interpret the applicable tax laws and regulations in effect in such jurisdictions, which could affect the amount of tax paid by us. In consultation with our tax advisors, we base our tax returns on interpretations that are believed to be reasonable under the circumstances. The tax returns, however, are subject to routine reviews by the various federal and state taxing authorities in the jurisdictions in which we file tax returns. As part of these reviews, a taxing authority may disagree with respect to the income tax positions taken by us (“uncertain tax positions”) and, therefore, may require us to pay additional taxes. As required under applicable accounting rules, we accrue an amount for our estimate of additional income tax liability, including interest and penalties, which we could incur as a result of the ultimate or effective resolution of the uncertain tax positions. We account for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized.
In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.
We
had
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.
| 8 |
ROCKETFUEL BLOCKCHAIN, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
DECEMBER 31, 2019
(UNAUDITED)
6. Stockholders’ Deficit
Prior
to August 8, 2018, we had shares of our $ 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 .
Additionally, the Board authorized shares of $ 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 shares of its $ par value common stock to us in exchange for a
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 shares of our common stock having a value of $
On
October 3, 2018 and November 7, 2018, we issued an aggregate of shares of our common stock to one investor at $ per
share in consideration of $
On September 3, 2019, a private investor purchased shares of our common stock at a price of $ per share. 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.
As of December 31, 2019 and March 31, 2019, we had shares and shares of our common stock issued and outstanding, respectively.
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 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 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 $ per share and are exercisable for a term of 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 $; ii) fair market value of our common stock of $, 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 years; iv) expected volatility of our common stock of approximately ; v) expected dividend rate of ; and vi) risk-free interest rate of approximately . As a result, we recorded stock-based compensation of $ on the date of grant.
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.
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, other than the event described below, we did not have any other material recognizable subsequent events during this period.
On
January 9, 2020, we sold shares of our $ par value common stock to one investor at a purchase price of $ per share
for which we received cash proceeds of $
| 9 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains certain statements that are “forward-looking” within the meaning of the federal securities laws. These forward-looking statements and other information are based on our beliefs as well as assumptions made by us using information currently available.
The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “should” and similar expressions, as they relate to us, are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions, and are not guaranties of future performance. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected, intended or using other similar expressions. We are making investors aware that such forward-looking statements, because they relate to future events, are by their very nature subject to many important factors that could cause actual results to differ materially from those contemplated by the forward-looking statements contained in this Quarterly Report on Form 10-Q. Important factors that could cause actual results to differ from our predictions include those discussed under “Risk Factors,” “Management’s Discussion and Analysis” and “Business.” Although we have sought to identify the most significant risks to our business, we cannot predict whether, or to what extent, any of such risks may be realized, nor can there be any assurance that we have identified all possible issues which we might face. For all of these reasons, the reader is cautioned not to place undue reliance on forward-looking statements contained herein, which speak only as of the date hereof. We assume no responsibility to update any forward-looking statements as a result of new information, future events, or otherwise except as required by law. We urge readers to review carefully the risk factors described in this Quarterly Report and in the other documents that we file with the Securities and Exchange Commission. You can read these documents at www.sec.gov.
Overview
RocketFuel was formed on January 12, 2018 for the purpose of bringing highly efficient check-out systems to eCommerce. We are currently developing innovative check-out systems based upon blockchain technology and designed to increase speed, security, and ease of use. We believe that users of RocketFuel’s systems will enjoy a seamless check-out experience compared to current online shopping solutions. We believe that with RocketFuel’s technology, online merchants will be able to implement new impulse buying schemes that are unavailable in present day eCommerce sites.
On June 27, 2018, we consummated the Business Combination and related transactions contemplated by the Contribution Agreement. Pursuant to the Contribution Agreement, B4MC issued 17,001,312 shares of its $0.001 par value common stock to the Sellers 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 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.
Critical Accounting Policies
Our significant accounting policies are described in Note 3 to the financial statements as of March 31, 2019 which are included in our Annual Report on Form 10-K. Our discussion and analysis of our financial condition and results of operations are based upon these financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an on-going basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. In the past, actual results have not been materially different from our estimates. However, results may differ from these estimates under different assumptions or conditions.
| 10 |
Results of Operations
For the Three Months Ended December 31, 2019 vs December 31, 2018
Revenues
We had no revenue generating operations during the three months ended December 31, 2019 and 2018.
General and Administrative Expenses
General and administrative expenses for the three months ended December 31, 2019 were $36,719 as compared with $80,555 for the prior year period, a decrease of $43,836 or 54.4%. The decrease is primarily a result of the recording of $50,000 in stock-based compensation during the three months ended December 31, 2018 for services provided by a consultant which did not reoccur during the three months ended December 31, 2019.
For the Nine Months Ended December 31, 2019 vs December 31, 2018
Revenues
We had no revenue generating operations during the nine months ended December 31, 2019 and 2018.
General and Administrative Expenses
General and administrative expenses for the nine months ended December 31, 2019 were $105,807 as compared with $3,329,632 for the prior year period, a decrease of $3,223,825 or 96.9%. The decrease is primarily a result of the recording of $3,204,208 in stock-based compensation for stock options to our chief financial officer and a consultant for services during the nine months ended December 31, 2018.
Liquidity and Capital Resources
As of December 31, 2019, we had cash of $5,807 as compared to $19,486 as of March 31, 2019.
During the nine months ended December 31, 2019, we had net cash of $113,679 used in operating activities, which was composed of our net loss of $105,807 and a decrease in accounts payable and accrued expenses of $7,872. During the nine months ended December 31, 2018, we had net cash of $2,220 used in operating activities, which was composed of our net loss of $3,329,632 and offset by (i) the recording of $3,204,209 in stock-based compensation for stock options to our chief financial officer and a consultant for services; and (ii) an increase in accounts payable and accrued expenses of $127,643 primarily for legal and accounting fees and the effect of the reverse merger transaction.
During the nine months ended December 31, 2019, we had net cash of $100,000 provided by financing activities from the issuance of 100,000 shares of our common stock to an investor. During the nine months ended December 31, 2018, we had net cash of $29,695 provided by financing activities, which was composed of (i) the repayment of $305 of related party advances, and (ii) the issuance of 7,500 shares of our common stock to one investor in consideration of $30,000 in cash.
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. During the nine months ended December 31, 2019, we reported a net loss of $105,807 and negative cash flows of $113,679 from operating activities. As of December 31, 2019, we reported negative working capital of $64,495. 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 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. We financed our efforts to consummate this reverse merger transaction through the issuance of equity securities. In October 2018, we issued (i) 12,500 shares of our common stock, having a fair market value of $4.00 per share, or $50,000, in consideration for business advisory services, including research distribution services; and (ii) 1,250 shares of our common stock to an investor (the “Investor”) at $4.00 per share in consideration for $5,000 in cash. In November 2018, we issued an additional 6,250 shares of our common stock to the Investor at $4.00 per share in consideration for $25,000 in cash. 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.
| 11 |
Commitments
We do not have any long-term commitments at December 31, 2019.
Off-Balance Sheet Arrangements
At December 31, 2019, we did not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Based on an evaluation under the supervision and with the participation of our management, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were not effective as of December 31, 2019 to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our management concluded that, as of December 31, 2019, our internal control over financial reporting was not effective due to (i) insufficient segregation of duties in the finance and accounting functions due to limited personnel; and (ii) inadequate corporate governance policies. In the future, subject to working capital limitations, we intend to take appropriate and reasonable steps to make improvements to remediate these deficiencies.
Changes in Internal Control Over Financial Reporting
There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) during the fiscal period to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. 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.
Item 1A. Risk Factors
Not applicable.
Item 2. Unregistered Sales of Equity Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
| 12 |
Item 6. Exhibits
| Exhibit No. | Description | |
| 31.1 | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2 | Certification of the Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certification of the Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2 | Certification of the Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS | XBRL Instance Document. | |
| 101.SCH | XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | XBRL Taxomony Extension Calculation Linkbase Document. | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. |
| 13 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| RocketFuel Blockchain, Inc. | ||
| By: | /s/ Gert Funk | |
| Gert Funk | ||
| President | ||
| (Principal Executive Officer) | ||
| By: | /s/ Bennett J. Yankowitz | |
| Bennett J. Yankowitz | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
| Dated: February 13, 2020 | ||
| 14 |
Exhibit 31.1
CERTIFICATION
I, Gert Funk, hereby certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Rocketfuel Blockchain, Inc. (the “Company”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
| Date: February 13, 2020 | |
| /s/ Gert Funk | |
| Gert Funk | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION
I, Bennett J. Yankowitz, hereby certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Rocketfuel Blockchain, Inc. (the “Company”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
| Date: February 13, 2020 | |
| /s/ Bennett J. Yankowitz | |
| Bennett J. Yankowitz | |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Rocketfuel Blockchain, Inc., a Nevada corporation (the “Company”), on Form 10-Q for the period ended December 31, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gert Funk, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: February 13, 2020 | |
| /s/ Gert Funk | |
| Gert Funk | |
| Chief Executive Officer |
This certification accompanies each report of the Company on Form 10-Q and Form 10-K pursuant to §906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by §906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Rocketfuel Blockchain, Inc., a Nevada corporation (the “Company”), on Form 10-Q for the period ended December 31, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bennett J. Yankowitz, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: February 13, 2020 | |
| /s/ Bennett J. Yankowitz | |
| Bennett J. Yankowitz | |
| Chief Financial Officer |
This certification accompanies each report of the Company on Form 10-Q and Form 10-K pursuant to §906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by §906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Stock-Based Compensation |
9 Months Ended |
|---|---|
Dec. 31, 2019 | |
| Share-based Payment Arrangement [Abstract] | |
| 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 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 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 $ per share and are exercisable for a term of 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 $; ii) fair market value of our common stock of $, 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 years; iv) expected volatility of our common stock of approximately ; v) expected dividend rate of ; and vi) risk-free interest rate of approximately . As a result, we recorded stock-based compensation of $ on the date of grant. |
Business (Details Narrative) - Contribution Agreement [Member] |
Jun. 27, 2018
$ / shares
shares
|
|---|---|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
| Ownership interest | 100.00% |
| Common stock, shares issued | 22,668,416 |
| Common stock, shares outstanding | 22,668,416 |
| B Four M C Gold Mines Inc [Member] | |
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
| Common stock, shares issued | 17,001,312 |
| Common stock, par value | $ / shares | $ 0.001 |
Going Concern |
9 Months Ended |
|---|---|
Dec. 31, 2019 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| 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 nine months ended December 31, 2019, we reported a net loss of $105,807 and negative cash flows of $113,679 from operating activities. As of December 31, 2019, we reported negative working capital of $64,495. These factors, among others, raise 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 shares of its $ par value common stock to us in exchange for a 100% ownership interest in us resulting in 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. |
Cover - shares |
9 Months Ended | |
|---|---|---|
Dec. 31, 2019 |
Feb. 13, 2020 |
|
| Cover [Abstract] | ||
| Document Type | 10-Q | |
| Amendment Flag | false | |
| Document Quarterly Report | true | |
| Document Transition Report | false | |
| Document Period End Date | Dec. 31, 2019 | |
| Document Fiscal Period Focus | Q3 | |
| Document Fiscal Year Focus | 2020 | |
| Current Fiscal Year End Date | --03-31 | |
| Entity File Number | 033-17773-NY | |
| Entity Registrant Name | ROCKETFUEL BLOCKCHAIN, INC. | |
| Entity Central Index Key | 0000823546 | |
| Entity Tax Identification Number | 90-1188745 | |
| 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 | |
| Entity Current Reporting Status | Yes | |
| Entity Interactive Data Current | Yes | |
| Entity Filer Category | Non-accelerated Filer | |
| Entity Small Business | true | |
| Entity Emerging Growth Company | false | |
| Entity Shell Company | false | |
| Entity Common Stock, Shares Outstanding | 22,788,416 |