UNITED STATES

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM Form 10-Q

 X.  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934(Mark One)

For the quarterly period ended September 30, 20152020

For the transition period from              to

Commission File No. 033-17773-NY

. TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 033-17773-NY

B4MC GOLD MINES, INC.

(Exact name of registrant as specified in its charter)

3651 Lindell Road, Suite D565

Las Vegas, Nevada 89103

 (Address of principal executive offices)

(424) 256-8560

(Registrant’sIssuer’s telephone number including area code)(424) 256-8560

Securities registered under Section 12(b) of the Exchange Act:

Not applicable

(Former name, former address and former fiscal year, if changed since last report)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 .☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).Yes ☒ No ☐

Yes     .  No X.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, (as definedsmaller 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).Act.

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 Exchange Act). Yes ☐ No ☒

Yes X.  No     .

As of October 31, 2015, the Company had 5,665,485 November 16, 2020, 23,438,416 shares of common stock, $0.001 par value, issued andthe registrant’s Common Stock were outstanding.

Documents incorporated by reference: None

ROCKETFUEL BLOCKCHAIN, INC.

B4MC GOLD MINES, INC.

TABLE OF CONTENTS

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. For example, statements regarding the Company’s financial position, business strategy and other plans and objectives for future operations, and related assumptions and predictions, are all forward-looking statements. These statements are generally accompanied by words such as “intend,” “anticipate,” “believe,” “estimate,” “potential(ly),” “continue,” “forecast,” “predict,” “plan,” “may,” “will,” “could,” “would,” “should,” “expect” or the negative of such terms or other comparable terminology. The Company believes that the assumptions and expectations reflected in such forward-looking statements are reasonable, based on information available to it on the date hereof, but the Company cannot provide assurances that these assumptions and expectations will prove to have been correct or that the Company will take any action that the Company may presently be planning. However, these forward-looking statements are inherently subject to known and unknown risks and uncertainties. Actual results or experience may differ materially from those expected, anticipated or implied in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, available cash, competition, and market and general economic factors. This discussion should be read in conjunction with the condensed financial statements and notes thereto included in Item 1 of this Quarterly Report on Form 10-Q and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014. The Company does not intend to update or revise any forward-looking statements to reflect new information, future events or otherwise.

ROCKETFUEL BLOCKCHAIN, INC.

Balance Sheets

(Unaudited)

PART I - FINANCIAL INFORMATION

ITEM 1.CONDENSED FINANCIAL STATEMENTS

B4MC GOLD MINES, INC.

CONDENSED BALANCE SHEETS

(Unaudited)

SeeThe accompanying notes toare an integral part of these condensed financial statements.

ROCKETFUEL BLOCKCHAIN, INC.

Statements of Operations

B4MC GOLD MINES, INC.(Unaudited)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

SeeThe accompanying notes toare an integral part of these condensed financial statements.

5

B4MC GOLD MINES, INC.

CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

(Unaudited)ROCKETFUEL BLOCKCHAIN, INC.

Statement of Stockholders’ Equity (Deficit)

Nine MonthsFor the Three and Six Month Periods Ended September 30, 20152019 and 2020

(Unaudited)

See

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

ROCKETFUEL BLOCKCHAIN, INC.

Statements of Cash Flows

(Unaudited)

B4MC GOLD MINES, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

SeeThe accompanying notes toare an integral part of these condensed financial statements.

ROCKETFUEL BLOCKCHAIN, INC.

B4MC GOLD MINES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)SEPTEMBER 30, 2020

(UNAUDITED)

Three Months

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 Nine Months Ended September 30, 2015ease 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 2014

1. Basisentered into as of Presentation

The condensed financial statements ofJune 27, 2018 by and among B4MC Gold Mines, Inc. (“B4MC”), a Nevada corporation, (the “Company”), atand 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 30, 2015,25, 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 three monthsinformation and nine months ended September 30, 2015 and 2014, are unaudited.disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, of the Company,accompanying unaudited condensed financial statements include all adjustments (including(consisting only of normal recurring adjustments) have been made that are, which we consider necessary, to present fairly thefor a fair presentation of those financial position of the Company as of September 30, 2015, and thestatements. The results of its operations and cash flows for the three months and ninesix months ended September 30, 2015 and 2014, and its cash flows for the nine months ended September 30, 2015 and 2014. Operating results for the interim periods presented are2020 may not necessarily be indicative of the results tothat may be expected for a fullany succeeding quarter or for the entire fiscal year. TheThese condensed balance sheet at December 31, 2014 has been derived from the Company’s audited financial statements at such date.

The condensed financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with our audited financial statements as of March 31, 2020 as filed with the Securities and Exchange Commission (the “SEC”) on June 26, 2020.

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 informationassumptions 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, 2020 which are included in the Company’sour Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as filed with the SEC.SEC on June 26, 2020.

On July 15, 2015, the Company filed an amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada providing for a one-for-fifty reverse split of its outstanding shares of common stock effective August 21, 2015. All share and per share amounts included in the accompanying financial statements have been retroactively adjusted to reflect this reverse stock split for all periods presented. The authorized shares of the Company’s common stock were not adjusted as a result the reverse stock split.

2. Organization and Business Operations

Change-in-Control Transaction

On May 12, 2015, the Company sold 4,979,524 newly issued shares of its common stock, par value $0.001 per share, to PacificWave Partners Limited, a Gibraltar Company (“PacificWave”), at a price of $0.05 per share, representing aggregate gross proceeds of $248,976. Of this amount, $225,000 was paid to certain creditors and claimants of the Company in exchange for releases of such outstanding claims, and the remaining $23,976 was placed in escrow and was subject to release pending the fulfillment of certain conditions.

Simultaneous with the purchase of the above described shares of common stock, PacificWave purchased from Elwood Shepard, the Company's principal shareholder at the time, 520,476 shares of the Company’s outstanding shares of common stock, representing 75.9% of the outstanding shares prior to the issuance of the newly issued shares. The purchase price of such shares was $26,024, which amount was deposited into escrow and will be disbursed in the same manner and under the same conditions as the amount deposited into escrow from the purchase price of the Company's newly issued common shares.

In that all conditions were met, all amounts deposited into escrow were disbursed pursuant to the terms of the escrow in July 2015.

At the closing of the purchase of the above described shares, PacificWave contributed $175,000 in cash to the capital of the Company, which was recorded as a credit to additional paid-in capital.

At the closing of the transaction on May 12, 2015, PacificWave transferred 1,000,000 of the Company’s common shares acquired as described herein to three non-U.S. resident accredited investors at a price of $0.50 per share ($500,000 in aggregate). These funds were utilized to effectuate the change-in-control transaction. The Company was not a party to any of these transactions.

At the closing on May 12, 2015, PacificWave transferred 2,698,334 shares to certain persons and entities providing services in connection with the transaction as follows: (i) 466,667 shares (constituting 8.2% of the outstanding shares) to Allan Kronborg, a citizen of Denmark; (ii) a total of 966,667 shares (constituting 17.1% of the outstanding shares) split among PacificWave Partners Europe sarl, PacificWave Partners UK Europe Ltd., Richway Finance Ltd. and Anarholl Ltd., all of which are entities affiliated with Henrik Oerbekker, a citizen of Denmark; and (iii) a total of 1,265,000 shares (constituting 22.3% of the outstanding shares) to nine non-U.S. resident persons and entities.  Effective September 10, 2015, Anarholl Ltd. gifted 126,667 shares to two unaffiliated purchasers in a private transaction, reducing the number of shares beneficially owned by Mr. Oerbekker to 840,000 shares (constituting 14.8% of the outstanding shares).  The Company was not a party to any of these transactions.

Effective May 12, 2015, Elwood Shepard, the Company’s sole officer and director at that time, resigned, and Bennett J. Yankowitz was appointed as the Company’s sole director and as its President, Secretary and Treasurer. In conjunction with the aforementioned transactions with PacificWave, on May 12, 2015, Mr. Yankowitz purchased from PacificWave 800,000 shares of common stock for an aggregate purchase price of $40,000 ($0.05 per share), reflecting approximately 14.1% of the outstanding shares of the Company’s common stock at that time. The purchase price was evidenced by a promissory note due May 12, 2019 with interest at 3% per annum and secured by the purchased shares. The Company was not a party to this transaction. Mr. Yankowitz does not have any interest in or contract with Pacific Wave. PacificWave and Mr. Yankowitz did not have any relationship with the Company prior to the aforementioned change-in-control transaction. On May 15, 2015, Mr. Yankowitz sold 10,000 shares at a purchase price of $0.50 per share ($5,000) to an unaffiliated purchaser.

At the conclusion of all of these transactions, PacificWave and its Managing Director and sole owner, Henrik Rouf, were the beneficial owners of an aggregate of 1,001,666 shares of the Company’s common stock, which constituted 17.7% of the outstanding shares of common stock.

Business

The Company was organized under the laws of the State of Delaware, on April 2, 1987, as BK Ventures. The Company was organized to create a corporate vehicle to seek and acquire a business opportunity. In June 2000, the Company reincorporated under the laws of the State of Nevada. On October 10, 2013, the Company amended its articles of incorporation to change its name to B4MC Gold Mines, Inc. The Company is engaged in efforts to identify an operating company to acquire or merge with through an equity-based exchange transaction that would likely result in a change in control of the Company. As the Company’s planned principal operations have not yet commenced, the Company activities are subject to significant risks and uncertainties, including the need to obtain additional financing, as described below.

Henrik Rouf is Managing Director of PacificWave and also serves as Assistant Secretary of the Company. While PacificWave does not have a formal contract with the Company, it is expected to continue to provide consulting and investment banking services to the Company, in particular with respect to raising capital for the Company and in identifying and evaluating potential acquisition candidates. PacificWave has indicated that it intends to use the Company as a platform for the acquisition of an operating company, and that it was currently in the process of evaluating potential acquisition target companies in the global environmental remediation and other market sectors. It is anticipated that any such acquisition, when consummated, would involve one or more of the following: (1) the issuance of additional common stock or other equity securities of the Company to the owners of the acquired company, resulting in a change of control; (2) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company; (3) a change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (4) a material change in the present capitalization or dividend policy of the Company; (5) a material change in the present capitalization or dividend policy of the Company; (6) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; or (7) actions similar to any of those enumerated above.

3. Going Concern

The Company’s condensedOur financial statements have been presented on the basis that it iswe are a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. AtDuring the six months ended September 30, 2015, the Company did not have any business operations. The Company has experienced recurring operating losses 2020, we reported a net loss of $327,924and negative operating cash flows and has financed its recent working capital requirements through the issuance of equity securities, as well as borrowings $160,513 from related parties. As of September 30, 2015, the Company had working capital of $48,939, primarily as a result of the May 12, 2015 transactions as described herein, and an accumulated deficit of $2,614,100. As a result, management believes that there isoperating activities. These factors, among others, raise substantial doubt about the Company’sregarding our ability to continue as a going concern.

The Company’s ability to continue as a going concern is dependent upon the Company’s ability to raise additional capital and to ultimately acquire or develop a commercially viable business. The Company’s condensedaccompanying unaudited financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that mightmay result from our possible inability to continue as a going concern.

We will require additional financing 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 outcomeadditional capital necessary to continue operations and execute on our business plan.

ROCKETFUEL BLOCKCHAIN, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2020

(UNAUDITED)

A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served. We have instituted some and may take additional temporary precautionary measures intended to help ensure the well-being of its managers and minimize business disruption. We considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on our results of operations and financial position at September 30, 2020. The full extent of the future impacts of COVID-19 on our operations is uncertain. A prolonged outbreak could have a material adverse impact on our financial results and business operations, including the timing and ability of obtaining financing to fund the operations and to develop 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. Income Taxes

We are required to file federal and state income tax returns in the United States. The preparation of these uncertainties.

3. Summarytax returns requires us to interpret the applicable tax laws and regulations in effect in such jurisdictions, which could affect the amount of Significant Accounting Policies

Concentrationtax 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 Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash. The Company limits its exposure to credit loss by investing its cashthese reviews, a taxing authority may disagree with high credit quality financial institutions.

Pending Transaction Costs

Duerespect to the inherent uncertainty associated withincome 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 successful completionultimate 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 potential acquisition transaction, transaction costs, consisting primarilychange 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 fees to professionals, are expensed as incurred. Pending transaction costs were $79,053deferred 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 0 income tax credits for the three and six months ended September 30, 2020 and 2019. The effective tax rates for the three months and nine monthssix ended September 30, 2015.

Income Taxes

The Company accounts2020 was 21.0%. We have estimated our provision for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities.

The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made.

The Company’s effective tax rate is different from the federal statutory rate of 35% due primarily to operating losses that receive no tax benefit as a result of a valuation allowance recorded for such losses.

As of December 31, 2014, the Company had federal tax net operating loss carryforwards of approximately $154,000. The federal tax loss carryforwards will begin to expire in 2020, if not previously utilized.

Pursuant to Internal Revenue Code Sections 382 and 383, use of the Company’s net operating loss and credit carryforwards may be limited if a cumulative change in ownership of more than 50% occurs within any three-year period since the last ownership change. The Company may have a change in control under these Sections. However, the Company does not anticipate performing a complete analysis of the limitation on the annual use of the net operating loss and tax credit carryforwards until the time that it projects it will be able to utilize these tax attributes.

As of December 31, 2014, the Company does not have any unrecognized tax benefits related to various federal and state income tax matters.

Stock-Based Compensation

The Company has in the past issued grants of common stock, which are measured at the grant date fair value and charged to operations over the vesting period (if any).

The Company may in the future issue stock options to officers, directors and consultants for services rendered. Options will vest and expire according to terms established at the grant date.

The Company will account for stock-based payments to officers and directors by measuring the cost of services received in exchange for equity awards based on the grant date fair value of the awards,accordance with the cost recognized as compensation expense in the Company’s financial statements on a straight-line basis over the vesting period of the awards.

The Company will account for stock-based payments to consultants by determining the value of the stock compensation based upon the measurement date at either (a) the date at which a performance commitment is reached or (b) at the date at which the necessary performance to earn the equity instruments is complete.

Options granted to outside consultants will be revalued each reporting period to determine the amount to be recorded as an expense in the respective period. As the options vest, they will be valued on each vesting dateTax Act and an adjustment will be recorded for the difference between the value already recorded and the then current value on the date of vesting.

The fair value of stock options granted will be estimated using the Black-Scholes option-pricing model.

Earnings Per Share

The Company’s computation of earnings per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income (loss)guidance available to common stockholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (such as common shares issuable pursuant to convertible debt, options and/or warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted loss per common share are the same for all periods presented, as there were no convertible debt, options or warrants outstanding during any of the periods presented.

Fair Value of Financial Instruments

The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels, and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required.

Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives.

Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange based derivatives, mutual funds, and fair-value hedges.

Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded non-exchange-based derivatives and commingled investment funds, and are measured using present value pricing models.

The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications

Certain comparative figures in 2014 have been reclassified to conform to the current year’s presentation. These reclassifications were immaterial, both individually and in the aggregate.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2014-09 (ASU 2014-09),Revenue from Contracts with Customers. ASU 2014-09 will eliminate transaction- and industry-specific revenue recognition guidance under current GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. ASU 2014-09 also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. Based on the FASB’s Exposure Draft Update issued on April 29, 2015,Revenue from Contracts With Customers (Topic 606): Deferral of the Effective Date, it is expected that ASU 2014-09 will now be effective for reporting periods beginning after December 15, 2017, with early adoption permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption.  this filing but have kept the full valuation allowance.

The Company doesU.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 currently expect thatpreviously subject to U.S. income tax at a rate of 15.5% to the adoptionextent of ASU 2014-09 will have any impactforeign cash and certain other net current assets and 8% on the Company’s financial statement presentation or disclosures.remaining earnings.

In

ROCKETFUEL BLOCKCHAIN, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2020

(UNAUDITED)

6. Stockholders’ Equity (Deficit)

Prior to August 2014,8, 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 FASB issued Accounting Standards Update No. 2014-15 (ASU 2014-15),Presentationauthorized shares of Financial Statements – Going Concern (Subtopic 205-10)our common stock were reduced to 250,000,000. ASU 2014-15 provides guidanceAdditionally, 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 to management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continuecontemplated by that certain Contribution Agreement made and entered into as a going concernof June 27, 2018 by and to provide related footnote disclosures. In connection with preparing financial statements for each annualamong B4MC and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued (or at the date that the financial statements are available to be issued when applicable). Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (or available to be issued). ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company does not currently expect that the adoption of ASU 2014-15 will have any impact on the Company’s financial statement presentation or disclosures.

In January 2015, the FASB issued Accounting Standards Update No. 2015-01 (ASU 2015-01),Income Statement – Extraordinary and Unusual Items (Subtopic 225-20).ASU 2015-01 eliminates from GAAP the concept of extraordinary items. Subtopic 225-20, Income Statement—Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. Presently, an event or transaction is presumed to be an ordinary and usual activity of the reporting entity unless evidence clearly supports its classification as an extraordinary item. Paragraph 225-20-45-2 contains the following criteria that must both be met for extraordinary classification: (1) Unusual nature. The underlying event or transaction should possess a high degree of abnormality and be of a type clearly unrelated to, or only incidentally relatedus. Pursuant to the ordinary and typical activitiesContribution Agreement, B4MC issued 17,001,312 shares of the entity, taking into account the environmentits $0.001 par value common stock to us in which the entity operates. (2) Infrequency of occurrence. The underlying event or transaction should be of a type that would not reasonably be expected to recur in the foreseeable future, taking into account the environment in which the entity operates. If an event or transaction meets the criteria for extraordinary classification, an entity is required to segregate the extraordinary item from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. The entity also is required to disclose applicable income taxes and either present or disclose earnings-per-share data applicable to the extraordinary item. ASU 2015-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the guidance prospectively. A reporting entity also may apply the guidance retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Company does not currently expect that the adoption of ASU 2015-01 will have any impact on the Company’s financial statement presentation or disclosures.

In February 2015, the FASB issued Accounting Standards Update No. 2015-02 (ASU 2015-02),Consolidation (Topic 810).ASU 2015-02 changes the guidance with respect to the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. All legal entities are subject to reevaluation under the revised consolidation mode. ASU 2015-02 affects the following areas:  (1) limited partnerships and similar legal entities; (2) evaluating fees paid to a decision maker or a service provider as a variable interest; (3) the effect of fee arrangements on the primary beneficiary determination; (4) the effect of related parties on the primary beneficiary determination; and (5) certain investment funds. ASU 2015-02 is effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the guidance in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. A reporting entity may apply the amendments in this guidance using a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption. A reporting entity also may apply the amendments retrospectively. The Company does not currently expect that the adoption of ASU 2015-02 will have any impact on the Company’s financial statement presentation or disclosures.

In April 2015, the FASB issued Accounting Standards Update No. 2015-03 (ASU 2015-03),Interest – Imputation of Interest (Subtopic 835-30). ASU 2015-03 simplifies the presentation of debt issuance costs and requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the new guidance. ASU 2015-3 is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within that fiscal year. Early adoption is permitted for financial statements that have not been previously issued. An entity is required to apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented is adjusted to reflect the period-specific effects of applying the new guidance. Upon transition, an entity is required to comply with the applicable disclosuresexchange for a change100% ownership interest in an accounting principle. These disclosures include the natureus resulting in 22,668,416 post-merger shares of B4MC common stock issued and reason for the change in accounting principle, the transition method, a description of the prior-period information that has been retrospectively adjusted, and the effect of the change on the financial statement line items (i.e., debt issuance cost asset and the debt liability). The adoption of ASU 2015-03 is not expected to have any impact on the Company’s financial statement presentation or disclosures.outstanding.

Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

4. Rescinded Acquisition of Mining Assets

On September 3, 2013, the Company and Avidity Holdings LLC,2019, a Utah limited liability company ("Avidity"),private investor purchased 100,000 shares of our common stock at a price of $1.00 per share.

On January 9, 2020, we sold 10,000 shares of our common stock to a private investor, resulting in cash proceeds of $10,000. On February 13, 2020, we sold 11,250 shares of our common stock to a private investor, resulting in cash proceeds of $11,250.

On April 29, 2020, we entered into an assignmenta subscription agreement with a private investor for the purchase of 478,750 shares of our common stock, at a purchase price of $1.00 per share, resulting in cash proceeds of $478,750. This transaction was a part of a private placement of 500,000 shares of common stock. We paid a placement fee of $50,000 in connection with these transactions. On May 1, 2020, we issued a warrant to acquire six unpatented mining claims in Nye County, Nevada, in consideration of the Company’s issuance of 136,208.04 purchase 1,500,000 shares of common stock valued at $36,004 ($0.26434 $1.00 per share)share. The warrant expires on April 30, 2021. In October 2014,We also agreed that upon the Company entered intofull and timely exercise of this warrant, we would issue a Rescission of Assignment with Avidity, whereby the mining claims were returned to Avidity in exchangesecond warrant for the return of the shares of the Company’s common stock.

On September 6, 2013, the Company and its majority shareholder, Elwood Shepard, entered into an Asset Purchase Agreement with Shannon Anderson and Herbert Christopherson (the “Sellers”), pursuant to which the Company purchased two parcels of real property located in Mineral County, Montana, and several items of mining machinery and equipment from the Sellers in consideration of 1,092,000 additional 1,500,000 shares of common stock at a purchase price of $1.50 per share; this second warrant will have a term of 12 months from the date of issue.

On August 24, 2020, we issued 150,000 shares of our common stock to a consultant in lieu of cash for services. The common stock was valued at $285,480 ($0.26143$162,000, or $1.08 per share),share, based on an independent appraisal.

All of these transactions were exempt from registration under the Securities Act of 1933 pursuant to Regulation S thereunder.

As of September 30, 2020, and assumed debtMarch 31, 2020, we had 23,438,416 shares and 22,809,666 shares of $109,443. our common stock issued and outstanding, respectively.

7. Employment Agreements

On May 22, 2014,September 15, 2020, we appointed Mr. Peter M. Jensen as our Chief Executive Officer and a Mutual Rescission Agreement was entered into between the parties, whereby the real property, mining machinerymember of our board of directors. Mr. Jensen’s employment agreement provides for a base salary of $7,500 per month, which will increase to $20,000 per month once we have received gross proceeds of at least $2,000,000 in subsequent equity round financings. He will also be entitled to a performance bonus of $25,000 per calendar quarter based on his achieving quarterly financial and equipment were returnedbusiness objectives and milestones to be determined by our board of directors. Mr. Jensen also received a grant of service-based options to purchase 2,393,842 shares of our common stock pursuant to the Sellers2018 Plan. Upon our closing of an equity funding, in exchange for 951,000one or more rounds prior to April 30, 2021, resulting in aggregate gross proceeds to us of the 1,092,000 $2,000,000 or more, Mr. Jensen will receive warrants to purchase 265,982 shares of the Company’sour common stock. The 1,092,000 warrants will have a term of 10 years, be fully vested on the date of issuance, and have an exercise price equal to the weighted average price per share paid by the investors in such equity funding rounds. Mr. Jensen’s employment agreement has a month-to-month term. If Mr. Jensen should voluntarily terminate his agreement, or if we terminate his agreement other than for cause (as defined in the 2018 Plan), then he will be entitled to 12 months of accelerated vesting of his stock options.

ROCKETFUEL BLOCKCHAIN, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2020

(UNAUDITED)

On October 2, 2020, we appointed Mr. Rohan Hall as our Chief Technology Officer. Mr. Hall’s employment agreement with us is retroactive to September 14, 2020. Mr. Hall’s employment agreement provides for a base salary of $12,000 per month. He will also be entitled to a performance bonus of $10,000 per calendar quarter based on his achieving quarterly financial and business objectives and milestones to be determined by our board of directors. Mr. Hall also received a grant of service-based options to purchase 500,000 shares of our common stock had not been issued through May 22, 2014. The remaining 141,000 shares of common stock, valued at $7,050 ($0.05 per share), were retained by the Sellers as liquidated damages, and were issued on December 31, 2014. In conjunction with this matter, the parties entered into a settlement agreement and mutual release.

On September 9, 2013, the Company issued 12,000 shares of common stock having a fair value of $3,172 ($0.26434 per share) in exchange for consulting services to be provided by an officer of the Company. These shares were returned to the Company and cancelled pursuant to the above described rescissions. In conjunction with this matter,2018 Plan. Mr. Hall also received an additional grant of two performance-based options that vest upon the parties entered into settlement agreementscompletion of certain business objectives. The first grant is for 100,000 shares of our common stock, based on achieving certain milestones for the completion of our cryptocurrency and mutual releases.bank payment solutions. The second grant is for 500,000 shares of our common stock, based on achieving certain milestones for the completion of our blockchain reservation system for the travel industry. These performance-based options were also issued pursuant to the 2018 Plan. Mr. Hall’s employment agreement has a month-to-month term. If Mr. Hall should voluntarily terminate his agreement, or if we terminate his agreement other than for cause (as defined in the 2018 Plan), then he will be entitled to 12 months of accelerated vesting of his stock options.

As all8. Stock-Based Compensation

Stock Option Plan

On August 8, 2018, the Board and stockholders holding a majority of our voting power approved the RocketFuel Blockchain, Inc., 2018 Stock Incentive Plan (the “2018 Plan”), which plan enables us to make awards that qualify as performance-based compensation. Under the terms of the above-described2018 Plan, the options will (i) be incentive stock transactions were subsequently rescinded, they were not recordedoptions, (ii) have an exercise price equal to the fair market value per share of our common stock on the booksdate of grant as determined by an independent valuation by a qualified appraiser, (iii) have a term of 10 years, (iv) vest and become exercisable pursuant to the Company, except forterms set forth in the 141,000grantees stock option agreement, (v) be subject to the exercise, forfeiture and termination provisions set forth in the 2018 Plan and (vi) otherwise be evidenced by and subject to the terms of our standard form of stock option agreement. We have reserved 2,000,000 shares of our common stock issued to Anderson and Christopherson on December 31, 2014.

for issuance in connection with awards under the plan. On September 9, 2013,15, 2020, our board of directors amended the Company issued 91,791.962018 Plan to increase the number of shares of common stock having a fair value of $24,264 ($0.26434 per share) in exchangeavailable for consulting servicesgrant from 2,000,000 shares to be provided by Red Rock Servicing, Inc. (“Red Rock”).  Previous management of the Company determined4,000,000 shares. The board also directed that the contracted services were never performed, and demanded the return of such shares from Red Rock. The Company has issued stop-transfer instructionsamendment be submitted to its transfer agent, and has consistently excluded these shares from the reported total of its outstanding shares. The Company is currently engaged in a dispute regarding such shares with Red Rock and is indemnified with respect to such matter by the former controlling shareholders of the Company.  On November 4 , 2015, the Company filed a civil action in the Third District Court, State of Utah,our stockholders for a declaratory judgment that the consulting agreement was not valid and enforceable, for rescission of the agreement and the issuance of the shares, and for damages for fraud and negligent misrepresentation. The Company intends to cancel these shares upon their return.approval.

5. Stockholders’ EquityStock-Based Compensation

The Company has authorized a total of 750,000,000 shares of common stock, par value $0.001 per share.

On May 12, 2015, the Company sold 4,979,524 newly issued shares of its common stock, par value $0.001 per share, to PacificWave at a price of $0.05 per share, representing aggregate proceeds of $248,976.

At the closing of the above described purchase of shares on May 12, 2015, PacificWave contributed $175,000 in cashPursuant to the capital of the Company, which was recorded as a credit2018 Plan, we granted service-based options to additional paid-in capital.

On July 15, 2015, the Company filed an amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada providing for a one-for-fifty reverse split of its outstanding shares of common stock effective August 21, 2015. The authorized shares of the Company’s common stock were not adjusted as a result the reverse stock split.

See Note 4 for a description of additional common stock transactions. 

6. Satisfaction of Amounts Due to Related Parties and Resolution of Contingent Claims

 As of December 31, 2014, the Company was indebted to a significant vendor, who was consequently deemed to be a related party, for funds advanced(i) Mr. Peter M. Jensen, our chief executive officer, in the amount of $140,297, including interest accrued at 6% per annum2,393,842 shares of our common stock on September 15, 2020; and (ii) Mr. Rohan Hall, our chief technical officer, in the amount of $34,388. The advances, including accrued interest, were due500,000 shares of our common stock on September 14, 2020. These service-based options vest monthly over 48 months beginning on the first grant date monthly anniversary. Additionally, we granted performance-based options to Mr. Hall in the aggregated amount of 600,000 shares of our common stock. No milestones have been met pursuant to the terms of the performance-based options; accordingly, no options have vested.

In determining the fair value of the service-based options granted pursuant to the 2018 Plan, we utilized the Black-Scholes pricing model utilizing the following assumptions:

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

For the three and payable upon demand. This obligation, including accrued interest of $35,977 on May 12, 2015, was paidsix months ended September 30, 2020, we recorded $0 in cashcompensation expense in connection with the change-in-control transaction described at Note 2. In addition, accounts payablegrant of these options. As of September 30, 2020, there were an aggregate of 3,993,842 options, inclusive of service- and performance-based options, outstanding under the 2018 Plan.

ROCKETFUEL BLOCKCHAIN, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2020

(UNAUDITED)

9. Legal Proceedings

Other than as set forth below, 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.

On October 8, 2020, we filed a lawsuit in the amountU.S. District Court for the Central District of $8,071California against Joseph Page, our former director and a contingent liabilitychief technology officer. The causes of action include securities fraud under Federal and California law; fraud, breach of fiduciary duty, negligent misrepresentation and unjust enrichment under California law; and violation of California Business and Professions Code §17200 et seq. We are seeking injunctive and declaratory relief as well as damages of at least $5.1 million. On May 29, 2019, Mr. Page resigned from our board. Subsequent to his resignation, we retained independent patent counsel to review our patent applications. In connection with this review, we discovered certain deficiencies in some of the Companyapplications and in their assignments to us. We determined that all of the applications had been abandoned. Based on this review, we decided to refile three of our applications with the U.S. Patent and Trademark Office, which we did in May 2020. It is our belief that the three newly filed patent applications cover and/or disclose the same subject matter as we disclosed in the amount of $46,543 which arose in conjunction withfive original patent applications. In this case, our rights may be subject to any intervening patent applications made after the change-in-control negotiations, were also satisfied by cash payments on May 12, 2015 in connection with the closingdates of the change-in-control transaction described at Note 2.

An additional contingent liability of $3,976 tooriginal applications. In the Company's former principal stockholderlawsuit, we are alleging that Mr. Page was also satisfied in connection with the closingaware of the change-in-control transaction described at Note 2.abandonments when he assigned the patents to RocketFuel Blockchain Company (“RBC”), a private corporation that he controlled, and that he failed to disclose to us the abandonments when we acquired RBC in exchange for shares of our common stock.

The Company settled a contingent claim to a non-related party for legal services rendered in connection with the rescinded mining transactions, which also arose in conjunction with the change-in-control negotiations, by a cash payment of $42,000 on May 12, 2015 in connection with the closing of the change-in-control transaction described at Note 2.

7. Commitments and Contingencies

On May 1, 2015, the Company executed a month-to-month lease for office space beginning May 1, 2015 at a cost of $4,200 per month.  On November 1, 2015, the month-to-month lease was modified by reducing the amount of space leased with a corresponding reduction in rent to $2,100 per month.

Information with respect to a current dispute is provided at Note 4.

8. 10. Subsequent Events

The Company performed an evaluation of subsequentWe evaluated all events or transactions that occurred after the balance sheet date through the date of filing ofwhen we issued these financial statements, with the SEC, noting no additional items requiring disclosure. and we did not have any material recognizable subsequent events during this period.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

Overview

B4MC Gold Mines, Inc. (the “Company”) was organized underThis Quarterly Report on Form 10-Q contains certain statements that are “forward-looking” within the lawsmeaning of the State of Delaware,federal securities laws. These forward-looking statements and other information are based on April 2, 1987,our beliefs as BK Ventures. well as assumptions made by us using information currently available.

The Company was organizedwords “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “should” and similar expressions, as they relate to create a corporate vehicle to seek and acquire a business opportunity. In June 2000, the Company reincorporated under the laws of the State of Nevada. On October 10, 2013, the Company amended its articles of incorporation to change its name to B4MC Gold Mines, Inc. The Company is engaged in effortsus, are intended to identify an operating companyforward-looking statements. Such statements reflect our current views with respect to acquire or merge with through an equity-based exchange transaction that would likely result in a change in control of the Company. As the Company’s planned principal operations have not yet commenced, the Company activitiesfuture 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 uncertainties, includingin the needother 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 obtain additional financing, as described below.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.

Change-in-Control Transaction

On May 12, 2015,June 27, 2018, we consummated the Company sold 4,979,524 newlyBusiness 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 par value $0.001 per share, to PacificWave Partners Limited, a Gibraltar Company (“PacificWave”), at a price of $0.05 per share, representing aggregate gross proceeds of $248,976. Of this amount, $225,000 was paid to certain creditors and claimants of the CompanySellers in exchange for releasesa 100% ownership interest in us, resulting in 22,668,416 post-merger shares of such outstanding claims,B4MC common stock issued and the remaining $23,976 was placed in escrow and was subject to release pending the fulfillment of certain conditions.outstanding.

SimultaneousOn June 29, 2018, we filed a Current Report on Form 8-K with the purchaseSecurities 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, 2020 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 above described sharesUnited States. The preparation of common stock, PacificWave purchasedthese 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 Elwood Shepard,other sources. In the Company's principal shareholder atpast, actual results have not been materially different from our estimates. However, results may differ from these estimates under different assumptions or conditions.

Results of Operations

For the time, 520,476 sharesThree Months Ended September 30, 2020 vs September 30, 2019

Revenues

We had no revenue generating operations during the three months ended September 30, 2020 and 2019.

General and Administrative Expenses

General and administrative expenses for the three months ended September 30, 2020 were $230,564 as compared with $45,385 for the prior year period, an increase of the Company’s outstanding shares$185,179 or 408.0%. The increase is primarily a result of common stock, representing 75.9%increased consulting and professional fees including $162,000 of the outstanding shares prior tostock-based compensation for the issuance of 150,000 shares of our common stock to a consultant in lieu of cash.

For the newly issued shares.Six Months Ended September 30, 2020 vs September 30, 2019

Revenues

We had no revenue generating operations during the six months ended September 30, 2020 and 2019.

General and Administrative Expenses

General and administrative expenses for the six months ended September 30, 2020 were $327,924 as compared with $69,088 for the prior year period, an increase of $258,836 or 374.6%. The purchase priceincrease is primarily a result of suchincreased consulting and professional fees including $162,000 of stock-based compensation for the issuance of 150,000 shares was $26,024, which amount was depositedof our common stock to a consultant in escrowlieu of cash.

Liquidity and will be disbursedCapital Resources

As of September 30, 2020, we had cash of $326,075 as compared to $7,838 as of March 31, 2020.

During the six months ended September 30, 2020, we had net cash of $160,513 used in the same manner and under the same conditions as the amount deposited into escrow from the purchase price of the Company's newly issued common shares.

In that all conditions were met, all amounts deposited into escrow were disbursed pursuant to the terms of the escrow in July 2015.

At the closing of the purchase of the above described shares, PacificWave contributed $175,000 in cash to the capital of the Company,operating activities, which was recorded as a credit to additional paid-in capital.

At the closingcomposed primarily of the transaction on May 12, 2015, PacificWave transferred 1,000,000our net loss of the Company’s common shares acquired as described herein to three non-U.S. resident accredited investors at a price$327,924 and offset by stock-based compensation of $0.50 per share ($500,000 in aggregate). These funds were utilized to effectuate the change-in-control transaction. The Company was not a party to any of these transactions.

At the closing on May 12, 2015, PacificWave transferred 2,698,334 shares to certain persons and entities providing services$162,000 in connection with the transactionissuance of 150,000 shares of our common stock to a consultant in lieu of cash for services.

During the six months ended September 30, 2020, we had net cash of $478,750 provided by financing activities as follows: (i) 466,667 shares (constituting 8.2%a result of the outstanding shares)issuance 478,750 shares of our common stock to Allan Kronborg, a citizen of Denmark; (ii) a total of 966,667 shares (constituting 17.1% of the outstanding shares) split among PacificWave Partners Europe sarl, PacificWave Partners UK Europe Ltd., Richway Finance Ltd. and Anarholl Ltd., all of which are entities affiliated with Henrik Oerbekker, a citizen of Denmark; and (iii) a total of 1,265,000 shares (constituting 22.3% of the outstanding shares) to nine non-U.S. resident persons and entities. Effective September 10, 2015, Anarholl Ltd. gifted 126,667 shares to two unaffiliated purchasers in a private transaction, reducing the number of shares beneficially owned by Mr. Oerbekker to 840,000 shares (constituting 14.8% of the outstanding shares). The Company was not a party to any of these transactions.investor.

Effective May 12, 2015, Elwood Shepard, the Company’s sole officer and director at that time, resigned, and Bennett J. Yankowitz was appointed as the Company’s sole director and as its President, Secretary and Treasurer. In conjunction with the aforementioned transactions with PacificWave, on May 12, 2015, Mr. Yankowitz purchased from PacificWave 800,000 shares of common stock for an aggregate purchase price of $40,000 ($0.05 per share), reflecting approximately 14.1% of the outstanding shares of the Company’s common stock at that time. The purchase price was evidenced by a promissory note due May 12, 2019 with interest at 3% per annum and secured by the purchased shares. The Company was not a party to this transaction. Mr. Yankowitz does not have any interest in or contract with Pacific Wave. PacificWave and Mr. Yankowitz did not have any relationship with the Company prior to the aforementioned change-in-control transaction. On May 15, 2015, Mr. Yankowitz sold 10,000 shares at a purchase price of $0.50 per share ($5,000) to an unaffiliated purchaser.

At the conclusion of all of these transactions, PacificWave and its Managing Director and sole owner, Henrik Rouf, were the beneficial owners of an aggregate of 1,001,666 shares of the Company’s common stock, which constituted 17.7% of the outstanding shares of common stock.

Henrik Rouf is Managing Director of PacificWave and also serves as Assistant Secretary of the Company. While PacificWave does not have a formal contract with the Company, it is expected to continue to provide consulting and investment banking services to the Company, in particular with respect to raising capital for the Company and in identifying and evaluating potential acquisition candidates. PacificWave has indicated that it intends to use the Company as a platform for the acquisition of an operating company, and that it was currently in the process of evaluating potential acquisition target companies in the global environmental remediation and other market sectors. It is anticipated that any such acquisition, when consummated, would involve one or more of the following: (1) the issuance of additional common stock or other equity securities of the Company to the owners of the acquired company, resulting in a change of control; (2) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company; (3) a change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (4) a material change in the present capitalization or dividend policy of the Company; (5) a material change in the present capitalization or dividend policy of the Company; (6) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; or (7) actions similar to any of those enumerated above.

Going Concern

The Company’s condensedOur financial statements have been presented on the basis that it iswe are a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. AtWe incorporated our business on January 12, 2018. During the six months ended September 30, 2015, the Company did not have any business operations. The Company has experienced recurring operating losses2020, we reported a net loss of $327,924 and negative operating cash flows and has financed its recent working capital requirements through the issuance of equity securities, as well as borrowings$160,513 from related parties. As of September 30, 2015, the Company had working capital of $48,939, primarily as a result of the May 12, 2015 transactions as described herein, and an accumulated deficit of $2,614,100.operating activities. As a result, management believes that there is substantial doubt about the Company’sour ability to continue as a going concern.

The Company’s abilityPrior to continueJune 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 going concern is dependent upon the Company’s ability to raise additional capitalreverse merger. On June 27, 2018, we consummated a transaction as contemplated by that certain Contribution Agreement made and to ultimately acquire or develop a commercially viable business. The Company’s condensed financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2014-09 (ASU 2014-09),Revenue from Contracts with Customers. ASU 2014-09 will eliminate transaction- and industry-specific revenue recognition guidance under current GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. ASU 2014-09 also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. Based on the FASB’s Exposure Draft Update issued on April 29, 2015,Revenue from Contracts With Customers (Topic 606): Deferral of the Effective Date, it is expected that ASU 2014-09 will now be effective for reporting periods beginning after December 15, 2017, with early adoption permitted onlyentered into as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Entities will be able to transitionJune 27, 2018 by and among B4MC Gold Mines, Inc. (“B4MC”), a Nevada corporation, and us. Pursuant to the standard either retrospectively or as a cumulative-effect adjustment asContribution Agreement, B4MC issued 17,001,312 shares of the date of adoption.  The Company does not currently expect that the adoption of ASU 2014-09 will have any impact on the Company’s financial statement presentation or disclosures.

In August 2014, the FASB issued Accounting Standards Update No. 2014-15 (ASU 2014-15),Presentation of Financial Statements – Going Concern (Subtopic 205-10). ASU 2014-15 provides guidance asits $0.001 par value common stock to management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. In connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, consideredus in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued (or at the date that the financial statements are available to be issued when applicable). Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (or available to be issued). ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company does not currently expect that the adoption of ASU 2014-15 will have any impact on the Company’s financial statement presentation or disclosures.

In January 2015, the FASB issued Accounting Standards Update No. 2015-01 (ASU 2015-01),Income Statement – Extraordinary and Unusual Items (Subtopic 225-20).ASU 2015-01 eliminates from GAAP the concept of extraordinary items. Subtopic 225-20, Income Statement—Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. Presently, an event or transaction is presumed to be an ordinary and usual activity of the reporting entity unless evidence clearly supports its classification as an extraordinary item. Paragraph 225-20-45-2 contains the following criteria that must both be met for extraordinary classification: (1) Unusual nature. The underlying event or transaction should possess a high degree of abnormality and be of a type clearly unrelated to, or only incidentally related to, the ordinary and typical activities of the entity, taking into account the environment in which the entity operates. (2) Infrequency of occurrence. The underlying event or transaction should be of a type that would not reasonably be expected to recur in the foreseeable future, taking into account the environment in which the entity operates. If an event or transaction meets the criteria for extraordinary classification, an entity is required to segregate the extraordinary item from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. The entity also is required to disclose applicable income taxes and either present or disclose earnings-per-share data applicable to the extraordinary item. ASU 2015-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the guidance prospectively. A reporting entity also may apply the guidance retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Company does not currently expect that the adoption of ASU 2015-01 will have any impact on the Company’s financial statement presentation or disclosures.

In February 2015, the FASB issued Accounting Standards Update No. 2015-02 (ASU 2015-02),Consolidation (Topic 810).ASU 2015-02 changes the guidance with respect to the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. All legal entities are subject to reevaluation under the revised consolidation mode. ASU 2015-02 affects the following areas:  (1) limited partnerships and similar legal entities; (2) evaluating fees paid to a decision maker or a service provider as a variable interest; (3) the effect of fee arrangements on the primary beneficiary determination; (4) the effect of related parties on the primary beneficiary determination; and (5) certain investment funds. ASU 2015-02 is effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the guidance in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. A reporting entity may apply the amendments in this guidance using a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption. A reporting entity also may apply the amendments retrospectively. The Company does not currently expect that the adoption of ASU 2015-02 will have any impact on the Company’s financial statement presentation or disclosures.

In April 2015, the FASB issued Accounting Standards Update No. 2015-03 (ASU 2015-03),Interest – Imputation of Interest (Subtopic 835-30). ASU 2015-03 simplifies the presentation of debt issuance costs and requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the new guidance. ASU 2015-3 is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within that fiscal year. Early adoption is permitted for financial statements that have not been previously issued. An entity is required to apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented is adjusted to reflect the period-specific effects of applying the new guidance. Upon transition, an entity is required to comply with the applicable disclosuresexchange for a change100% ownership interest in an accounting principle. These disclosures include the natureus resulting in 22,668,416 post-merger shares of B4MC common stock issued and reason for the change in accounting principle, the transition method, a description of the prior-period information that has been retrospectively adjusted, and the effect of the change on the financial statement line items (i.e., debt issuance cost asset and the debt liability). The adoption of ASU 2015-03 is not expectedoutstanding. We financed our efforts to have any impact on the Company’s financial statement presentation or disclosures.

Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

Concentration of Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash. The Company limits its exposure to credit loss by investing its cash with high credit quality financial institutions.

Critical Accounting Policies and Estimates

The Company prepared its condensed financial statements in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Management periodically evaluates the estimates and judgments made. Management bases its estimates and judgments on historical experience and on various factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates as a result of different assumptions or conditions.

The following critical accounting policies affect the more significant judgments and estimates used in the preparation of the Company’s financial statements.

Income Taxes

The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities.

The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made.

Results of Operations

The Company has no revenue-generating operations at September 30, 2015.

Three Months Ended September 30, 2015 and 2014

General and Administrative. For the three months ended September 30, 2015, general and administrative expenses were $39,781, which consisted of professional fees of $16,703, filing fees of $8,970, rent of $10,740, and other operating costs of $3,368.

For the three months ended September 30, 2014, the Company incurred $450 of general and administrative expenses.

Cost of Pending Transaction. During the three months ended September 30, 2015, the Company incurred professional fees relating to a potential acquisition in the amount of $79,053.

Interest Expense. For the three months ended September 30, 2015, there was no interest expense. Interest expense for the three months ended September 30, 2014 of $1,589 consisted of interest expense on an advance from a related party, which was paid on May 12, 2015.

Net Loss. For the three months ended September 30, 2015, the Company incurred a net loss of $118,834, as compared to a net loss of $2,039 for the three months ended September 30, 2014.

Nine Months Ended September 30, 2015 and 2014

General and Administrative. For the nine months ended September 30, 2015, general and administrative expenses were $76,711, which consisted of professional fees of $37,453, filing fees of $14,939, rent of $19,140, and other operating costs of $5,179.

For the nine months ended September 30, 2014, the Company incurred $1,442 of general and administrative expenses.

Cost of Pending Transaction. During the nine months ended September 30, 2015, the Company incurred professional fees relating to a potential acquisition in the amount of $79,053.

Interest Expense. For the nine months endedSeptember 30, 2015, interest expense of $1,589 consisted of interest expense on an advance from a related party, which was paid on May 12, 2015. Interest expense for the nine months ended September 30, 2014 of $4,767 consisted of interest expense on the same related party advance, which was paid on May 12, 2015.

Cost to Settle Contingent Claims. For the nine months ended September 30, 2015, the Company incurred a loss from settlement of contingent claims of $92,519, which consisted of amounts paid to settle debts to professionals and related parties for which the Company was potentially liable. Such amounts were settled and paid in cash in connection with the change-in-controlconsummate this reverse merger transaction that occurred on May 12, 2015.

Net Loss. For the nine months ended September 30, 2015, the Company incurred a net loss of $249,872, as compared to a net loss of $6,209 for the nine months ended September 30, 2014.

Liquidity and Capital Resources – September 30, 2015

The Company’s condensed financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At September 30, 2015, the Company did not have any business operations. The Company has experienced recurring operating losses and negative operating cash flows, and has financed its recent working capital requirements through the issuance of equity securities, as well as borrowings from related parties. Assecurities. In October 2018, we issued (i) 12,500 shares of our common stock, having a result, management believes that there is substantial doubt aboutfair 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 Company’s abilityInvestor at $4.00 per share in consideration for $25,000 in cash. We will require additional financing in order to continue as a going concern (see “Going Concern” above).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 September 30, 2020.

Off-Balance Sheet Arrangements

At September 30, 2015, the Company had working capital of $48,939, as compared to a working capital deficit of $123,963 at December 31, 2014, an increase in working capital of $172,902 for the nine months ended September 30, 2015. At September 30, 2015, the Company had cash of $101,811, as compared to $0 at December 31, 2014, an increase of $101,811 for the nine months ended September 30, 2015. At September 30, 2015, the Company also had funds held in trust by attorneys of $0, as compared to $25,000 at December 31, 2014, a decrease of $25,000 for the nine months ended September 30, 2015. The increase in working capital and cash for the nine months ended September 30, 2015 was the result of a private placement of the Company’s common stock and a capital contribution in May 2015 that generated net proceeds of $422,774.

Operating Activities. For the nine months ended September 30, 2015, operating activities utilized cash of $240,054 to fund general and administrative expenses, the costs of a pending transaction, and a loss from the settlement of contingent claims. The Company did not have any operating activities during the nine months ended September 30, 2014.

Investing Activities. For the nine months ended September 30, 2015, investing activities generated cash of $25,000 from a decrease in funds held in trust by an attorney. The Company did not have any investing activities during the nine months ended September 30, 2014.

Financing Activities. For the nine months ended September 30, 2015, financing activities totaled $316,865, which consisted of the gross proceeds of $248,976 received from the sale of 4,979,524 shares of the Company’s common stock and a capital contribution of $175,000 in May 2015, less the payment of $1,202 for costs incurred relating to such stock sale, and the repayment of related party advances, including accrued interest, in the amount of $105,909. The Company did not have any financing activities during the nine months ended September 30, 2014.

Off-Balance Sheet Arrangements

At September 30, 2015, the Company2020, we did not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

The Company carried outBased on an evaluation under the supervision and with the participation of itsour management, consisting of itsour principal executive officer and principal financial officer (who is the same person), of the effectiveness of the Company’shave concluded that our disclosure controls and procedures (asas defined in Rules 13a-15(e) and 15d-15(e) ofunder the Exchange Act (defined below)). Based upon that evaluation, the Company’s principal executive officer and principal financial officer concluded that,were not effective as of the end of the period covered in this report, the Company’s disclosure controls and procedures were not effectiveSeptember 30, 2020 to ensure that information required to be disclosed by us in reports filedthat we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is (i) recorded, processed, summarized and reported within the required time periods specified in the SEC rules and isforms and (ii) accumulated and communicated to the Company’sour management, consisting of the Company’sincluding our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Company madeBased on this determination becauseevaluation, our management concluded that, as of September 30, 2020, our internal control over financial reporting was not effective due to (i) insufficient segregation of duties in the Company did not timely file its Quarterly Report on Form 10-Q forfinance and accounting functions due to limited personnel; and (ii) inadequate corporate governance policies. In the quarterly period ended June 30, 2015.future, subject to working capital limitations, we intend to take appropriate and reasonable steps to make improvements to remediate these deficiencies.

The Company’s management, consisting of its principal executive officer and principal financial officer, does not expect that its disclosure controls and procedures or its internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. In addition, as conditions change over time, so too may the effectiveness of internal controls. However, management believes that the financial statements included in this report fairly present, in all material respects, the Company’s financial condition, results of operations and cash flows for the periods presented.

(b) Changes in Internal Controls overControl Over Financial Reporting

The Company’s management, consisting of its principal executive officer and principal financial officer, has determined that there was no changeThere have not been any changes in the Company’sour internal control over financial reporting (as thatsuch term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of13a-15(f) under the Securities Exchange Act of 1934) occurredAct) during or subsequentthe fiscal period to the end of the period covered inwhich this report relates that hashave materially affected, or isare reasonably likely to materially affect, the Company’sour internal control over financial reporting.  However, as there was a change in the Company’s management in May 2015, new management is in the process of developing controls and procedures that are adequate to ensure that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to the Company’s management, consisting of the Company’s principal executive officer and principal financial officer (who is the same person), to allow timely decisions regarding required disclosure.

PART II -II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Other than as set forth below, 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.

On September 9, 2013,October 8, 2020, we filed a lawsuit in the U.S. District Court for the Central District of California against Joseph Page, our former director and chief technology officer. The causes of action include securities fraud under Federal and California law; fraud, breach of fiduciary duty, negligent misrepresentation and unjust enrichment under California law; and violation of California Business and Professions Code §17200 et seq. We are seeking injunctive and declaratory relief as well as damages of at least $5.1 million. On May 29, 2019, Mr. Page resigned from our board. Subsequent to his resignation, we retained independent patent counsel to review our patent applications. In connection with this review, we discovered certain deficiencies in some of the applications and in their assignments to us. We determined that all of the applications had been abandoned. Based on this review, we decided to refile three of our applications with the U.S. Patent and Trademark Office, which we did in May 2020. It is our belief that the three newly filed patent applications cover and/or disclose the same subject matter as we disclosed in the five original patent applications. In this case, our rights may be subject to any intervening patent applications made after the dates of the original applications. In the lawsuit, we are alleging that Mr. Page was aware of the abandonments when he assigned the patents to RocketFuel Blockchain Company issued 91,791.96 shares of common stock having(“RBC”), a fair value of $24,264 ($0.26434 per share)private corporation that he controlled, and that he failed to disclose to us the abandonments when we acquired RBC in exchange for consulting services to be provided by Red Rock Servicing, Inc. (“Red Rock”).  Previous managementshares of the Company determined that the contracted services were never performed, and demanded the return of such shares from Red Rock. The Company has issued stop-transfer instructions to its transfer agent, and has consistently excluded these shares from the reported total of its outstanding shares. The Company is currently engaged in a dispute regarding such shares with Red Rock and is indemnified with respect to such matter by the former controlling shareholders of the Company.  On November 4, 2015, the Company filed a civil action in the Third District Court, State of Utah, for a declaratory judgment that the consulting agreement was not valid and enforceable, for rescission of the agreement and the issuance of the shares, and for damages for fraud and negligent misrepresentation. The Company intends to cancel these shares upon their return.our common stock.

ITEM 1A.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.

Not applicable.On April 29, 2020, we entered into a subscription agreement with a private investor for the purchase of 478,750 shares of our common stock, at a purchase price of $1.00 per share, resulting in cash proceeds of $478,750. This transaction was a part of a private placement of 500,000 shares of common stock. We paid a placement fee of $50,000 in connection with these transactions. On May 1, 2020, we issued a warrant to purchase 1,500,000 shares of common stock at $1.00 per share. The warrant expires on April 30, 2021. We also agreed that upon the full and timely exercise of this warrant, it would issue a second warrant for an additional 1,500,000 shares of common stock at a purchase price of $1.50 per share; this second warrant will have a term of 12 months from the date of issue.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On August 24, 2020, we issued 150,000 shares of our common stock to a consultant in lieu of cash for services. The common stock was valued at $162,000, or $1.08 per share, based on an independent appraisal.

Not applicable.

These transactions were exempt from registration under the Securities Act of 1933 pursuant to Regulation S thereunder.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

Not applicable.

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

Not applicable.

ITEM 6. EXHIBITS

SIGNATURES

A list of exhibits required

Pursuant to be filed as part of this report is set forth in the Index to Exhibits, which is presented elsewhere in this document, and is incorporated herein by reference.

SIGNATURES

In accordance with the requirements of Section 13 or 15(d) of the Securities and 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.

INDEX TO EXHIBITS

The following documents are filed as part of this report: