10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2019
☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to
Commission File No. 033-17773-NY
ROCKETFUEL BLOCKCHAIN, INC.
(Name of small business issuer in its charter)
Nevada (State or other jurisdiction of incorporation or organization)			90-1188745 (I.R.S. Employer Identification No.)
3651 Lindell Road, Las Vegas, Nevada (Address of principal executive offices)			89103 (Zip Code)
Issuer’s telephone number (424) 256-8560
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.  

Yes x  No q

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). Yes xq  No q

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.

q  Large Accelerated Filer	q  Accelerated Filer
q  Non-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 ☐  No x

As of September 9, 2019, 22,688,416 shares of the registrant’s Common Stock were outstanding.

ROCKETFUEL BLOCKCHAIN, INC.

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION
Item 1	Condensed Financial Statements
	Condensed Balance Sheets at June 30, 2019 (unaudited) and March 31, 2019	3
	Condensed Statements of Operations for the three months ended June 30, 2019 and 2018 (unaudited)	4
	Condensed Statements of Stockholders’ Deficit for the three months ended June 30, 2019 and 2018 (unaudited)	5
	Condensed Statement of Cash Flows for the three months ended June 30, 2019 and 2018 (unaudited)	6
	Notes to Condensed Financial Statements (unaudited)	7
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3	Quantitative and Qualitative Disclosures About Market Risk	11
Item 4	Controls and Procedures	11
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	12
Item 1A.	Risk Factors	12
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3	Defaults Upon Senior Securities	12
Item 4	Mine Safety Disclosures	12
Item 5	Other Information	12
Item 6	Exhibits	13
	Signatures	14

2

ROCKETFUEL BLOCKCHAIN, INC.

Balance Sheets

	June 30, 2019	March 31, 2019
	(Unaudited)
ASSETS
Current assets:
Cash	$8,558	$19,486
Total current assets	8,558	19,486
Total assets	$8,558	19,486
LIABILITIES AND STOCKHOLDERS’ DEFICIT
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:
Preferred stock; $0.001 par value; 50,000,000 shares authorized; and no shares issued and outstanding as of June 30, 2019 and March 31, 2019	-	-
Common stock; $0.001 par value; 250,000,000 shares authorized; and 22,688,416 shares issued and outstanding as of June 30, 2019 and March 31, 2019	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

The accompanying notes are an integral part of these condensed financial statements.

3

ROCKETFUEL BLOCKCHAIN, INC.

Statements of Operations

(Unaudited)

	Three Months Ended June 30, 2019	Three Months Ended June 30, 2018
Revenues	$-	$-
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	-	-
Net loss	$(23,703)	$(41,200)
Net loss per common share:
Basic and diluted	$(0.00)	$(0.00)
Weighted average common shares outstanding:
Basic and diluted	22,688,416	17,190,215

The accompanying notes are an integral part of these condensed financial statements.

4

ROCKETFUEL BLOCKCHAIN, INC.

Statement of Stockholders’ Deficit

For the Three-Month Periods Ended June 30, 2018 and 2019

(Unaudited)

	Preferred Stock Outstanding		Common Stock Outstanding
	Shares	Amount	Shares	Amount	Additional Paid-in Capital	Accumulated Deficit	Total Stockholders' Deficit
Balance at March 31, 2018	-	$-	17,001,312	$17,001	$233,299	$(253,805)	$(3,505)
Effect of merger transaction			5,667,104	5,667	-	90,745	96,412
Net loss						(41,200)	(41,200)
Balance at June 30, 2018	-	$-	22,668,416	$22,668	$233,299	$(204,260)	$51,707

Balance at March 31, 2019	-	$-	22,688,416	$22,688	$1,413,629	$(1,495,005)	$(58,688)
Net loss						(23,703)	(23,703)
Balance at June 30, 2019	-	$-	22,668,416	$22,688	$1,413,629	$(1,518,708)	$(82,391)

The accompanying notes are an integral part of these condensed financial statements.

5

ROCKETFUEL BLOCKCHAIN, INC.

Statements of Cash Flows

(Unaudited)

	Three Months Ended June 30, 2019	Three Months Ended June 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:
Effect of reverse-merger transaction on additional paid-in capital	$-	$96,412
Income taxes paid	$-	$-

The accompanying notes are an integral part of these condensed financial statements.

6

ROCKETFUEL BLOCKCHAIN, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 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 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.

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.

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.

7

ROCKETFUEL BLOCKCHAIN, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

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.

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.Related Party Transactions 

During the three months ended June 30, 2019 and 2018, we reported no related party transactions.

6.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 no income tax credits for the three months ended June 30, 2019 and 2018. The effective tax rates for the three months ended June 30, 2019 was 21.0%. We have estimated our provision for income taxes in accordance with the Tax Act and guidance available as of the date of this filing but have kept the full valuation allowance.

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.

8

ROCKETFUEL BLOCKCHAIN, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

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.

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.

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.

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.

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 June 30, 2019 vs June 30, 2018

Revenues

We had no revenue generating operations during the three months ended June 30, 2019 and 2018.

General and Administrative Expenses

General and administrative expenses for the three months ended June 30, 2019 were $23,703 as compared with $41,200 for the prior year period, a decrease of $17,497 or 42.5%. The decrease is primarily a result of decreased professional fees.

Liquidity and Capital Resources

As of June 30, 2019, we had cash of $8,558 as compared to $19,486 as of March 31, 2019.

During the three months ended June 30, 2019, we had net cash of $10,928 used in operating activities, which was composed of our net loss of $23,703 and offset by an increase in accounts payable and accrued expenses of $12,775 primarily for legal and accounting fees.

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 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 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.

Commitments

We do not have any long-term commitments at June 30, 2019.

Off-Balance Sheet Arrangements

At June 30, 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 June 30, 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

11

appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our management concluded that, as of June 30, 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 

There have not been any material changes from the risk factors previously disclosed under Item 2.01 – RISK FACTORS which are included in our Current Report on Form 8-K which was filed with the Securities and Exchange Commission on June 29, 2018.

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.

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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:  September 9, 2019

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EX-31.1

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: September 9, 2019

/s/ Gert Funk

Gert Funk

Chief Executive Officer

(Principal Executive Officer)

EX-31.2

U

EX-32.1

U

EX-32.2

U

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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

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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

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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

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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.

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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.

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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.

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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

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Stock-based Compensation (Details)	Aug. 08, 2018 USD ($) $ / shares shares
Details
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares	500,000
Investment Options, Exercise Price | $ / shares	$ 3.00
Share-based Payment Arrangement, Amount Capitalized | $	$ 1,100,350

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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

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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.

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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.

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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.

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Related Party Transactions (Details) - USD ($)	3 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Details
Related Party Transaction, Amounts of Transaction	$ 0	$ 0

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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.

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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

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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)

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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	$ (0.00)	$ (0.00)
Weighted average common shares outstanding:
Basic and diluted	22,688,416	17,190,215

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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.

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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

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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.

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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.