Company Quick10K Filing
B4MC Gold Mines
Price-0.00 EPS0
Shares23 P/E-0
MCap-0 P/FCF0
Net Debt-0 EBIT2
TEV-0 TEV/EBIT-0
TTM 2019-09-30, in MM, except price, ratios
10-Q 2019-12-31 Filed 2020-02-13
10-Q 2019-09-30 Filed 2019-11-14
10-Q 2019-06-30 Filed 2019-09-09
10-K 2019-03-31 Filed 2019-08-22
10-Q 2018-12-31 Filed 2019-04-12
10-Q 2018-09-30 Filed 2018-11-16
10-Q 2018-06-30 Filed 2018-08-20
10-Q 2018-03-31 Filed 2018-06-18
10-K 2017-12-31 Filed 2018-06-15
10-Q 2017-09-30 Filed 2018-06-12
10-Q 2017-06-30 Filed 2018-06-12
10-Q 2017-03-31 Filed 2018-06-12
10-K 2016-12-31 Filed 2018-06-07
10-Q 2016-09-30 Filed 2018-06-07
10-K 2016-06-30 Filed 2018-06-07
10-Q 2016-03-31 Filed 2018-06-07
10-K 2015-12-31 Filed 2018-05-31
10-Q 2015-09-30 Filed 2015-11-06
10-Q 2015-06-30 Filed 2015-09-02
10-Q 2015-03-31 Filed 2015-07-10
10-K 2014-12-31 Filed 2015-07-06
10-Q 2014-09-30 Filed 2015-07-06
10-Q 2014-06-30 Filed 2015-07-06
10-Q 2014-03-31 Filed 2015-07-06
10-K 2013-12-31 Filed 2015-07-01
10-Q 2013-09-30 Filed 2013-11-19
10-Q 2013-06-30 Filed 2013-08-07
10-Q 2013-03-31 Filed 2013-05-09
10-Q 2012-06-30 Filed 2012-08-08
10-Q 2012-03-31 Filed 2012-05-09
10-Q 2011-09-30 Filed 2011-10-24
10-Q 2011-06-30 Filed 2011-07-26
10-Q 2011-03-31 Filed 2011-05-10
10-K 2010-12-31 Filed 2011-03-09
10-Q 2010-09-30 Filed 2010-10-14
10-Q 2010-06-30 Filed 2010-08-11
10-Q 2010-03-31 Filed 2010-05-06
10-K 2009-12-31 Filed 2010-03-15
8-K 2020-04-29 Enter Agreement, Exhibits
8-K 2019-06-03 Officers, Exhibits
8-K 2018-10-15 Accountant, Exhibits
8-K 2018-10-01 Amend Bylaw, Exhibits
8-K 2018-06-28 Enter Agreement, M&A, Sale of Shares, Control, Officers, Amend Bylaw, Shell Status, Other Events, Exhibits
8-K 2018-02-26 Accountant, Exhibits

RKFL 10Q Quarterly Report

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Part II. Other Information
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
EX-31.1 ex31-1.htm
EX-31.2 ex31-2.htm
EX-32.1 ex32-1.htm
EX-32.2 ex32-2.htm

B4MC Gold Mines Earnings 2019-12-31

Balance SheetIncome StatementCash Flow
9071523415-22012201420172020
Assets, Equity
0.20.10.0-0.0-0.1-0.22012201420172020
Rev, G Profit, Net Income
0.40.30.20.0-0.1-0.22012201420172020
Ops, Inv, Fin

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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 December 31, 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 ☒ No ☐

 

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 ☒ No ☐

 

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
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

 

As of February 13, 2020, 22,788,416 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 December 31, 2019 (unaudited) and March 31, 2019 3
  Condensed Statements of Operations for the three and nine months ended December 31, 2019 and 2018 (unaudited) 4
  Condensed Statements of Stockholders’ Deficit for the three and nine months ended December 31, 2019 and 2018 (unaudited) 5
  Condensed Statement of Cash Flows for the nine months ended December 31, 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 12
     
Item 4 Controls and Procedures 12
     
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

 

  

December 31, 2019

  

March 31, 2019

 
   (Unaudited)     
ASSETS          
Current assets:          
Cash  $5,807   $19,486 
Total current assets   5,807    19,486 
Total assets  $5,807   $19,486 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
Current liabilities:          
Accounts payable and accrued expenses  $70,302   $78,174 
Total current liabilities   70,302    78,174 
Total liabilities   70,302    78,174 
           
Stockholders’ deficit:          
Preferred stock; $0.001 par value; 50,000,000 shares authorized; and no shares issued and outstanding as of December 31, 2019 and March 31, 2019   -    - 
Common stock; $0.001 par value; 250,000,000 shares authorized; 22,788,416 shares and 22,688,416 shares issued and outstanding as of December 31, 2019 and March 31, 2019   22,788    22,688 
Additional paid-in capital   1,513,529    1,413,629 
Accumulated deficit   (1,600,812)   (1,495,005)
Total stockholders’ deficit   (64,495)   (58,688)
Total liabilities and stockholders’ deficit  $5,807   $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

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   36,719    80,555    105,807    3,329,632 
Loss from operations   (36,719)   (80,555)   (105,807)   (3,329,632)
Net loss before provision for income taxes   (36,719)   (80,555)   (105,807)   (3,329,632)
Provision for income taxes   -    -    -    - 
Net loss  $(36,719)  $(80,555)  $(105,807)  $(3,329,632)
                     
Net loss per common share:                    
Basic and diluted  $(0.00)  $(0.00)  $(0.00)  $(0.15)
                     
Weighted average common shares outstanding:                    
Basic and diluted   22,788,416    22,685,847    22,731,847    22,674,205 

 

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     -   $     -    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        -    -    -    -    (41,202)   (41,202)
Balance at June 30, 2018   -    -    22,668,416    22,668    233,299    (204,262)   51,705 
Balance at July 1, 2018   -    -    22,668,416    22,668    233,299    (204,262)   51,705 
Stock-based compensation                      3,154,208         3,154,208 
Net loss   -    -    -    -    -    (3,207,875)   (3,207,875)
Balance at September 30, 2018   -    -    22,668,416    22,668    3,387,507    (3,412,137)   (1,962)
Balance at October 1, 2018   -    -    22,668,416    22,668    3,387,507    (3,412,137)   (1,962)
Issuance of common stock             7,500    12    29,988         30,000 
Issuance of common stock to consultant             12,500    8    49,992         50,000 
Net loss   -    -    -    -    -    (80,555)   (80,555)
Balance at December 31, 2018   -   $-    22,688,416   $22,688   $3,467,487   $(3,492,692)  $(2,517)
                                    
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   -    -    22,688,416    22,688    1,413,629    (1,518,708)   (82,391)
Balance at July 1, 2019   -    -    22,688,416    22,688    1,413,629    (1,518,708)   (82,391)
Issuance of common stock   -         100,000    100    99,900         100,000 
Net loss   -    -    -    -    -    (45,385)   (45,385)
Balance at September 30, 2019   -    -    22,788,416    22,788    1,513,529    (1,564,093)   (27,776)
Balance at October 1, 2019   -    -    22,788,416    22,788    1,513,529    (1,564,093)   (27,776)
Net loss   -    -    -    -    -    (36,719)   (36,719)
Balance at December 31, 2019   -   $-    22,788,416   $22,788   $1,513,529   $(1,600,812)  $(64,495)

 

 

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  $(105,807)  $(3,329,632)
Adjustment to reconcile net loss to net cash flows provided by (used in) operating activities:          
Stock-based compensation   -    3,204,209 
Changes in assets and liabilities:          
Accounts payable and accrued expenses   (7,872)   127,643 
Net cash flows provided by (used in) operating activities   (113,679)   2,220 
Cash flows from financing activities:          
Issuance of common stock   100,000    30,000 
Repayment of related party advances   -    (305)
Net cash flows provided by financing activities   100,000    29,695 
Net change in cash   (13,679)   31,915 
Cash at beginning of period   19,486    300 
Cash at end of period  $5,807   $32,215 
           
Supplemental disclosure of non-cash flow information:          
Effect of reverse-merger transaction on additional paid-in capital  $-   $96,413 
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 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.

 

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 $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 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.

 

 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 no income tax credits for the three and nine months ended December 31, 2019 and 2018. The effective tax rates for the three and nine months ended December 31, 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.

 

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ROCKETFUEL BLOCKCHAIN, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

DECEMBER 31, 2019

(UNAUDITED)

 

6. 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.

 

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 12,500 shares of our common stock having a value of $50,000 based on a fair market value of $4.00 per share as determined by recent private financings that occurred on October 3, 2018 and November 7, 2018 which are described below.

 

On October 3, 2018 and November 7, 2018, we issued an aggregate of 7,500 shares of our common stock to one investor at $4.00 per share in consideration of $30,000 in cash.

 

On September 3, 2019, a private investor purchased 100,000 shares of our common stock at a price of $1.00 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 22,788,416 shares and 22,688,416 shares of our common stock issued and outstanding, respectively.

 

7. 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.

 

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 10,000 shares of our $0.001 par value common stock to one investor at a purchase price of $1.00 per share for which we received cash proceeds of $10,000.

 

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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.

 

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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.

 

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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.

 

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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.

 

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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    

 

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