The accompanying notes are an integral part of these unaudited consolidated financial ~~statements~~statements.

We (or the “Company”) provide ~~cryptocurrency~~payment solutions to businesses enabling them to make and ~~other~~receive payments with cryptocurrencies and via bank transfers, including ACH. Our primary solutions consist of a blockchain-based check-out ~~and payment systems that securely automate and simplify the way online payment and shipping information is received by merchants from their customers. Our “one click” checkout solution is modeled~~system enabling shoppers on ~~the “buy now” button on leading eCommerce sites. Our check-out systems are designed to enhance customers’ data protection, enabling consumers~~e-commerce sites to pay ~~for goods and services~~ using cryptocurrencies ~~or by~~and direct ~~transfers from~~bank transfers. We have also recently introduced a payouts solution that enables businesses, including those in the in the “gig economy,” to make payments to their vendors and service providers via cryptocurrencies and bank ~~accounts without exposing spending credentials such as credit card data. At~~transfers. We also provide businesses with the ~~same time, our check-out systems are designed~~ability to ~~increase the speed, security~~send cross-border payments to themselves and ~~ease of use for both customers~~their affiliates and merchants and include a merchant portal that provides detailed transactions and metrics about payments received by the merchant. Our system also includes a customer portal where shoppers are able to track their payments, configure payment defaults and connect with various cryptocurrency exchanges and banks to facilitate payment to merchants. Merchants are able to integrate a unique pop-up user interface that allows customers to pay directly from their eCommerce checkout page with no need to redirect to another website or web page.subsidiaries using stable coins.

On May 12, 2022, the Company incorporated a wholly owned subsidiary, RocketFuel (BVI) Ltd., in the British Virgin Islands. The subsidiary is formed to be the issuer of digital tokens in connection with our planned loyalty program. As of March 30, 2023, no tokens had been issued. On May 17, 2022, the Company incorporated another wholly owned subsidiary, RocketFuel A/S, in Denmark. This subsidiary will engage in our B2B cross border settlement program. The subsidiary received a Virtual Asset Services Provider (VASP) license in July 2022, allowing it to offer a variety of crypto-based services in the EU. Both subsidiaries have not commenced commercial operations as of December 31, 2022.

Other than as discussed herein, our significant accounting policies are described in Note 2 to the audited financial statements as of March 31, 2022 which are included in our Annual Report on Form 10-K as filed with the SEC on July 15, 2022.

The accompanying unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim condensed consolidated financial information pursuant to Rule 8-03 of Regulation S-X. Accordingly, these unaudited financial statements do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, the accompanying unaudited financial statements include all adjustments (consisting only of normal recurring adjustments), which we consider necessary, for a fair presentation of those financial statements. The results of operations for the three ~~and nine~~ months ended ~~December 31, 2022~~June 30, 2023 and cash flows for the ~~nine~~three months ended ~~December 31, 2022~~June 30, 2023 may not necessarily be indicative of results that may be expected for any succeeding quarter or for the entire fiscal year. ~~The March 31, 2022 balance sheet included herein was derived from the audited financial statements included in the Company’s Annual Report on Form 10-K as of that date.~~ These unaudited financial statements should be read in conjunction with our ~~audited~~consolidated financial statements as of March 31, ~~2022~~2023 as filed with the Securities and Exchange Commission (the “SEC”) on ~~July 15, 2022.~~August 21, 2023.

The accompanying consolidated financial statements include the accounts of the Company and its ~~wholly owned~~wholly-owned subsidiaries in accordance with consolidation accounting guidance. The Company’s subsidiaries consist of RocketFuel Blockchain Company (RBC) (incorporated in Nevada), RocketFuel A/S (incorporated in Denmark), and RocketFuel (BVI) (incorporated in the British Virgin Islands)~~, the latter two of which were incorporated during the quarter ended June 30, 2022.~~. All intercompany balances and transactions have been eliminated in consolidation.

The preparation of these consolidated 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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Management bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the amounts of revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and judgments.

Financial instruments that potentially expose the Company to concentration of credit risk consist primarily of cash and accounts receivable. The Company’s cash is deposited with major financial institutions. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”).

~~Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.~~

~~Cash includes cash on hand. We consider all highly-liquid, temporary cash investments with a maturity date of three months or less to be cash equivalents.~~

~~In relation to the Company’s incorporation of a subsidiary in Denmark, a cash deposit of $55,956~~ was made into an escrow account controlled by a legal firm. This cash is not available to fund immediate or general business use until it is released from escrow into an operating cash account of the Denmark subsidiary. Until this release occurs, the cash is restricted in nature and is separately disclosed on the Company’s consolidated balance sheet and consolidated statement of cash flows.

The Company accounts for software development costs in accordance with ~~Accounting Standards Codification (“ASC”)~~ASC 350-40. Research and development costs are expensed as incurred, except for certain costs which are capitalized in connection with the development of its internal-use software and website. These capitalized costs are primarily related to the application software that is hosted by the Company and accessed by its customers through the Company’s website. In addition, the Company capitalizes certain general and administrative costs related to the customization and development of our internal business systems. Costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing performed to ensure the product is ready for its intended use. The Company also capitalizes costs related to specific upgrades and enhancements of internal-use software when it is probable that the expenditures will result in additional functionality. Maintenance and training costs are expensed as incurred. Capitalized internal use software costs are recorded as part of property and equipment and are amortized on a straight-line basis over an estimated useful life of two ~~years.~~years.

Property and equipment are stated at cost. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which is three years for the Company. Maintenance and repairs are charged to operations as incurred. Significant improvements are capitalized and depreciated over the useful life of the assets. Gains or losses on disposition or retirement of property and equipment are recognized in operating expenses.

The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the related assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, the effects of obsolescence, demand, competition, and other economic factors.

~~During March 2021 we commenced commercial operations.~~ Our revenues are generated from (i) ~~fees charged under software development contracts; (ii) fees charged in connection with conversion of crypto currencies to and from fiat currencies; (iii)~~ fees charged in connection with the implementation of our ~~ecommerce checkout solutions; and (iv)~~software platform; (ii) ongoing daily transactional fees derived as a negotiated percentage of the transactional revenues ~~earned~~paid by our merchant ~~customers. In June 2022, we conducted tests of our cross-border B2B solution, which we expect to place in commercial operations by mid-2023.~~customers, (iii) gains from the spread between the exchange rates on cryptocurrency transactions and (iiv) software development fees.

Our revenue recognition policy follows the guidance from ~~ASC~~Accounting Standards Codification (“ASC”) 606, “Revenue Recognition,” and Accounting Standards Update No. 2014-09 - Revenue from Contracts with Customers (Topic 606) which ~~provides~~provide guidance on the recognition, presentation, and disclosure of revenue in ~~consolidated~~ financial statements. We determine revenue recognition through the following steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract and (v) recognition of revenue when a performance obligation is satisfied. Collectability is assessed based on a number of factors, including the creditworthiness of a client, the size and nature of a client’s website and transaction history. Amounts billed or collected in excess of revenue recognized are included as deferred revenue. An example of this deferred revenue would be arrangements where clients request or are required by us to pay in advance of delivery.

Revenue from fees charged in connection with the implementation of our software platform are recognized over the term specified in the contract with the merchant, which is primarily one year. Revenues from ongoing daily transactional fees derived as a negotiated percentage of the transactional revenues paid by our merchant customers are recognized when each transaction occurs. Revenues from software development contracts are recognized at the time each performance obligation set forth in the contract has been completed, in the amounts allocated to the completed obligation, and as all measurements and criteria for revenue recognition are satisfied.

We follow Accounting Standards Codification 820-10 (“ASC 820-10”), “Fair Value Measurements and Disclosures,” for fair value measurements. ASC 820-10 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value, which focuses on an exit price, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurement based on the nature of inputs used in the valuation of an asset or liability as of the measurement date.

The hierarchy established under ASC 820-10 gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below:

Level 1 - Pricing inputs are quoted prices available in active markets for identical investments as of the reporting date. As required by ASC 820-10, we do not adjust the quoted price for these investments, even in situations where we hold a large position and a sale could reasonably impact the quoted price.

Level 2 - Pricing inputs are quoted prices for similar investments, or inputs that are observable, either directly or indirectly, for substantially the full term through corroboration with observable market data. Level 2 includes investments valued at quoted prices adjusted for legal or contractual restrictions specific to these investments.

Level 3 - Pricing inputs are unobservable for the investment, that is, inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Level 3 includes investments that are supported by little or no market activity.

We have determined that our derivative liability for the fiscal quarter ended June 30, 2023 was an immaterial amount.

Under our contract ordering policy, we first consider common shares issued and outstanding as well as reserved but unissued equity awards, such as under an equity award program. All remaining equity linked instruments such as, but not limited to, options, warrants, and debt and equity with conversion features are evaluated based on the date of issuance. If the number of shares which may be issued under our agreements exceed the authorized number of shares or are unable to be determined, equity linked instruments from that date forward are considered to be derivative liabilities until such time as the number of shares which may be issued under our agreements no longer exceed the authorized number of shares and are able to be determined.

At June 30, 2022, we estimated the fair value of the conversion feature derivatives embedded in the Note as the difference between the value of the Note with a conversion discount and without a conversion discount. Upon an event of default, the Lender has the right to convert outstanding principal plus accrued interest into common stock at a conversion price of 61% multiplied by the lowest trading price of our common stock. We then computed the present value of the bond components of the Note assuming (1) conversion upon an event of default and (2) repayment of the Note in full in cash, in each case using a 35% discount factor for a term of 0.86 years, and weighted the resulting present values based on assumed probabilities of 85% for conversion upon an event of default, 10% for repayment in full and 5% for complete default. We then applied a 6.4% issuance negotiation discount to the resulting probability-weighted bond value. The 35% discount rate was calculated by adding the observed issuance spread of 29.6% to the risk-free rate of 5.4% per annum for the remaining term of 0.86 years. We determined that the amount of derivative liability for the fiscal quarter ended June 30, 2023, as well as the change from the previous quarter, was not material.

We evaluate and account for conversion options embedded in convertible instruments in accordance with ASC Topic 815, Derivatives and Hedging Activities.

Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

We account for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: We record when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption.

~~Earnings (loss)~~Net loss per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share is computed similar to basic earnings per share, except the weighted average number of common shares outstanding are increased to include additional shares from the assumed exercise of share options, if dilutive. The dilutive effect, if any, of convertible instruments or warrants is calculated using the treasury stock method. There are no outstanding dilutive instruments as the outstanding convertible instruments, stock options and warrants would be anti-dilutive if converted or exercised for the three ~~and nine~~ months ended ~~December 31, 2022~~June 30, 2023 and ~~2021.~~2022.

The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss position even though the exercise price could be less than the average market price of the common shares:

The Company applies the provisions of ASC 718, Compensation - Stock Compensation, (“ASC 718”) which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, including employee stock options, in the statements of operations.

For stock options issued to employees and members of the Board of Directors (the “Board) for their services, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised.

Pursuant to Accounting Standards Update (“ASU”) 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting, the Company accounts for stock options issued to non-employees for their services in accordance with ASC 718. The Company uses valuation methods and assumptions to value the stock options that are in line with the process for valuing employee stock options noted above.

We are required to file federal and state income tax returns in the United States. The preparation of these tax returns requires us to interpret the applicable tax laws and regulations in effect in such jurisdictions, which could affect the amount of tax paid by us. In consultation with our tax advisors, we base our tax returns on interpretations that are believed to be reasonable under the circumstances. The tax returns, however, are subject to routine reviews by the various federal and state taxing authorities in the jurisdictions in which we file tax returns. As part of these reviews, a taxing authority may disagree with respect to the income tax positions taken by us (“uncertain tax positions”) and, therefore, may require us to pay additional taxes. As required under applicable accounting rules, we accrue an amount for our estimate of additional income tax liability, including interest and penalties, which we could incur as a result of the ultimate or effective resolution of the uncertain tax positions. We account for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

The COVID-19 pandemic has resulted, and may continue to result, in significant economic disruption despite progress made in the development and distribution of vaccines. It disrupted global travel, supply chains and the labor market and adversely impacted global commercial activity. While the pandemic has largely subsided, considerable uncertainty still surrounds COVID-19, the evolution of its variants, its potential long-term economic effects, as well as the effectiveness of any responses taken by government authorities and businesses and of various efforts to inoculate the global population.

Significant uncertainty continues to exist concerning the impact of the COVID-19 pandemic on our customers’ and prospects’ business and operations in future periods. Although our total revenues for the three and nine months ended December 31, 2022 were not materially impacted by COVID-19, we believe our revenues may be negatively impacted in future periods until the effects of the pandemic have fully subsided and the current macroeconomic environment has substantially recovered. Effects of the COVID-19 pandemic that may negatively impact our business in future periods include, but are not limited to: limitations on the ability of our customers to conduct their business, purchase our products and services, and make timely payments; curtailed consumer spending; deferred purchasing decisions; delayed consulting services implementations; labor shortages and decreases in product licenses revenues driven by channel partners. We will continue to actively monitor the nature and extent of the impact to our business, operating results, and financial condition.

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.

Our consolidated financial statements have been presented on the basis that we are a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We incorporated our business on January 12, 2018, the date of our inception, and commenced commercial operations in March 2021. During the three ~~and nine~~ months ended ~~December 31, 2022,~~June 30, 2023, we reported a net loss of $~~1,335,971~~ ~~and $3,527,170~~782,463, ~~respectively,~~ which included as a component of general and administrative expenses in the statements of operations a non-cash stock-based compensation charge of $~~697,608~~ ~~and $1,287,048~~285,576, ~~respectively,~~ and cash flows used in operating activities during the ~~nine~~three months ended ~~December 31, 2022~~June 30, 2023 of $~~(483,865)~~416,547. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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 additional capital necessary to continue operations and execute on our business plan. During the ~~nine months~~year ended ~~December~~March 31, ~~2022,~~2023, we raised $700,000 ~~in proceeds, net~~through the private placement of ~~the issuance costs, through a private placement~~units consisting of common stock, warrants and ~~tokens (see Note 7).~~token purchase agreements and $150,000 through the issuance of notes convertible into shares of our Series A Preferred Stock. We have used and plan to continue using the net proceeds of the ~~private placement~~public offering and warrant exercise to recruit key management and operational personnel, to retain software and blockchain developers and to develop our blockchain based check-out solution. Management believes the funding from the ~~private placement,~~public offering, the exercise of the common stock purchase warrant, and the growth strategy actions executed and planned for execution could contribute to our ability to mitigate any substantial doubt as to our ability to continue as a going concern.

The Company’s property, plant and equipment assets are comprised of the following:

Capitalized software development costs represent the costs incurred during the development stage, when direct and incremental internal and external costs, are capitalized until the software is substantially complete and ready for its intended use. The Company also capitalizes costs related to specific upgrades and enhancements of internal-use software when it is probable that the expenditures will result in additional functionality.

Depreciation and amortization expenses amount to $~~256,659~~172,331 and $~~493,660~~87,081 for the three ~~and nine~~ months ended ~~December 31, 2022.~~ No ~~depreciation~~June 30, 2023 and ~~amortization expenses were recorded for the three and nine months ended December 31, 2021.~~2022, respectively.

During the three ~~and nine~~ months ended ~~December 31,~~June 30, 2023, and 2022, ~~and 2021,~~ our chief financial officer was affiliated with legal counsel who provided us with general legal services (the “Affiliate”). We recorded legal fees paid to the Affiliate of $~~34,569~~6,663 and $~~82,248~~58,058 for the three ~~and nine~~ months ended ~~December 31,~~June 30, 2023 and 2022, respectively. ~~We recorded legal fees paid to the Affiliate~~As of June 30, 2023, and March 31, 2023, we had $~~11,277~~25,562 and $~~36,680~~25,633 ~~for the three and nine months ended December 31, 2021, respectively. As of December 31, 2022 and March 31, 2022, we had $24,396~~ ~~and $35,475~~, respectively, payable to the Affiliate.

On January ~~18,~~13, 2023, we ~~borrowed~~completed a private of placement $~~200,000~~150,000 ~~from~~principal amount of our secured convertible promissory notes. The purchase price was $150,000. There were three purchasers, including Gert Funk, our Chairman, and Peter M. Jensen, our ~~CEO, pursuant to~~Chief Executive Officer and a ~~convertible promissory note.~~member of our Board of Directors. The ~~proceeds were to be used to support~~third purchaser was a ~~transaction that ultimately was not consummated. On February 15, 2023, we repaid the loan in full together with~~private investor. Each investor purchased a note for $~~1,535~~50,000 ~~representing accrued~~. The notes bear interest at ~~a rate of~~ 10% per ~~annum.~~annum and mature on July 13, 2023. The notes may be prepaid by us at any time. If we prepay the entire outstanding principal amount of a note on or before April 13, 2023, then there is no prepayment premium. If we prepay the entire outstanding principal amount of a note between April 14, 2023, and the maturity date, then we must also pay accrued interest on such principal amount in an amount equal to 50% of such principal amount. If we repay the outstanding principal amount of a note on or after the maturity date, then we shall also pay accrued interest on such principal amount in an amount equal to 100% of such principal amount. As of June 29, 2023, we have not made any payments on any of these notes; however, the note purchasers have not yet declared a default. The notes are convertible into shares of our Series A Preferred Stock at a conversion price equal to (a) the outstanding principal amount of, plus all accrued interest on, the note divided by (b) $0.2065. The conversion price is subject to adjustment for certain stock splits, recapitalizations and other similar events. The notes are secured by a security interest in all of our assets. Up to 1,000,000 shares of Series A Preferred Stock were approved by our board of directors. The Series A Preferred Stock has a 200% liquidation preference over the common stock and any other future series of preferred stock, payable in the event of a liquidation or merger of us. In such event, the holders of the Series A Preferred Stock will be entitled to a priority distribution equal to 200% of the deemed issue price of $0.2065 per share, (i.e., $0.4130 per share). The Series A Preferred Stock is convertible at the option of the stockholder into shares of common stock at a conversion price of $0.2065 per share, subject to adjustment for certain stock splits, recapitalizations and other similar events. We used the $150,000 net proceeds of the offering for general corporate purposes and to fund ongoing operations and expansion of our business.

On June 30, 2023, we issued convertible notes to Officers Gert Funk, Bennett Yankowitz, and Peter Jensen totaling $383,652 for deferred compensation and bonuses. See Note 7.

We enter into certain contracts typically having initial one-year terms which define the scope of services to be provided. These contracts can include agreed-upon setup fees during the initial one-year term, which setup fees are recorded as deferred revenue and amortized ratably over the initial one-year term. During the three months ended June 30, 2023 and 2022, we recorded revenues of $235,459 and $8,132 respectively. Deferred revenue was $~~3,504~~55,844 and $~~15,073~~57,231 as of ~~December 31, 2022~~June 30, 2023 and March 31, ~~2022,~~2023, respectively.

On ~~September 19, 2022, the Company~~January 13, 2023, we completed a private of placement ~~(the “Offering”) of~~ $~~3,389,831~~150,000 ~~shares~~principal amount of its ~~common stock, par value~~secured convertible promissory notes. See Note 5. We used the $~~0.001~~150,000 ~~per share (the “Common Stock”) and warrants to purchase~~ ~~1,694,915~~ ~~shares of Common Stock (the “Warrants”). In addition, in connection with the Offering, RocketFuel (BVI) Ltd., a wholly owned subsidiary~~net proceeds of the ~~Company, also entered into pre-launch token sale agreements with four investors~~offering for ~~the issuance~~general corporate purposes and to fund ongoing operations and expansion of ~~3,389,831~~ cryptographic tokens (the “Tokens”) when such Tokens are created. The Company plans to issue the Tokens in connection with a loyalty program it is developing, and these Tokens have not been issued as of December 31, 2022. The combined purchase price for one share of Common Stock, an accompanying Warrant and a Token was $~~0.2065. The Warrants are immediately exercisable at an exercise price equal to $0.2065~~ ~~per share of Common Stock, subject to adjustments as provided under the terms of the Warrants. The Warrants are exercisable for~~ ~~five years~~ ~~from the initial exercise date.~~our business.

On September 19, 2022, in connection with the Offering, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with four investors. The Purchase Agreement sets forth the economic terms set forth above and contains customary representations and warranties of the Company, as well as certain indemnification obligations of the Company and ongoing covenants for the Company. The Company also entered into a registration rights agreement with the investors requiring the Company to file within 90 days of closing a registration statement under the Securities Act of 1933 covering the Common Stock sold in the private placement and the shares issuable upon exercise of the Warrants.

~~The net proceeds to the Company from the Offering, excluding the proceeds, if any, from the exercise of the Warrants, are $700,000. In connection with the Offering, the Company issued~~ ~~338,983~~ ~~shares of its common stock to one of the investors for a commission.~~

~~The Company entered~~Our chief executive officer, Peter Jensen, and our chief financial officer, Bennett Yankowitz, agreed to accept convertible notes in lieu of salary for a portion of the ~~marketing service agreement in July 2022 with a firm. In connection with this service agreement, the Company issued~~ ~~333,943~~ ~~restricted shares and recognized $17,491~~ ~~of stock compensation expense for the three and nine months ended December 31, 2022. Total unrecognized stock compensation expense as of December 31, 2022 was~~ ~~27,591~~

~~On October 6, 2021, we entered into a contract with one customer having a one-year term from the date of execution that provided for (1) the payment of $10,000~~ ~~in connection with the implementation of our blockchain technology and (2) the issuance of~~ ~~10,000~~ ~~shares of our common stock valued at $1.00~~ ~~per share in consideration of being an early adopter of our blockchain technology. In March 2022, in settlement of a customer dispute, we repurchased the~~ ~~10,000~~ ~~shares of stock issued in October 2021 for $3,000. During the three months~~fiscal quarter ended June 30, ~~2022,~~2023. The total amount of salary deferred was $64,583.35 The terms of the notes are as follows: ~~10,000~~(i) the principal amount thereof shall equal the amount of salary deferred; (ii) the Notes shall mature on October 1, 2023; (iii) the Notes shall bear interest at a rate of 10% per annum; (iv) if not repaid by December 31, 2023, there shall be a 50% premium, and if the Notes are not repaid by their maturity, there shall a 100% premium; (v) the Note holder shall have the option to convert all outstanding principal, interest and premium to shares ~~were cancelled.~~of Series A Preferred at any time at $0.2065

~~On June 7, 2022, we entered into a settlement agreement~~per share; and (vi) the Notes shall otherwise have the same terms and conditions as the convertible notes issued in the ~~legal proceedings with Joseph Page, our former director and chief technology officer, as defendant, whereunder Page surrendered~~ ~~3,600,394~~ ~~shares of the Company’s common stock. In connection with this settlement, we recognized a gain of~~January 2023 $~~540,059~~150,000 ~~, calculated based on the Company’s share price of $0.15~~ per share on the date of settlement of the legal proceedings. This gain was recorded in other income for the nine months ended December 31, 2022 in the accompanying consolidated statements of operations (see Note 9). Immediately after these shares were transferred to the Company, the ~~3,600,394~~ ~~shares were cancelled and we recorded cancellation of these treasury shares during the three months ended June 30, 2022.~~

~~As of December 31, 2022, and March 31, 2022, we had~~ ~~36,297,840~~ ~~and~~ ~~31,965,083~~ ~~shares of our common stock outstanding, respectively.~~financing round.

As of ~~December 31, 2022 and March 31, 2022,~~June 30, 2023, the total outstanding warrants to purchase of the Company’s common stock were ~~12,360,897~~ ~~and~~ ~~10,665,982~~10,410,982 with a weighted average exercise price of $0.71 ~~and $0.84, respectively.~~. There were ~~1,694,915~~no new warrants issued ~~with an average exercise price of $0.21~~during the three ~~and nine~~ months ended ~~December 31, 2022. There were no warrants exercised, cancelled or expired during the three and nine months ended December 31, 2022.~~June 30, 2023. As of ~~December 31, 2022 and March 31, 2022,~~June 30, 2023, the weighted average remaining contractual ~~terms were~~term was ~~4.33~~3.84 years.

On May 11, 2023, we entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC, an accredited investor (“the Lender”), pursuant to which the Lender made a loan to us, evidenced by promissory note in the principal amount of $144,760 (the “Note”). A one-time interest charge of 12% ($17,371) was applied on the issuance date, resulting in net loan proceeds to us of $125,000. Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in nine payments each in the amount of $~~4.11~~18,014.58 ~~years, respectively.~~(a total payback to the Lender of $162,131.00). The first payment was due and was paid on June 30, 2023 with eight subsequent payments due each month thereafter. The loan closed on May 15, 2023. The Company has the right to prepay the Note at any time without premium of penalty.

Upon the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and we will be obligated to pay to the Lender, in full satisfaction of our obligations, an amount equal to 150% times the sum of (w) the then outstanding principal amount of the Note plus (x) accrued and unpaid interest on the unpaid principal amount of the Note to the date of payment plus (y) default interest, if any, at the rate of 22% per annum on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to the conversion rights referred to below.

Following a default, the Lender may in its option, convert the outstanding principal and interest on the Note into shares of our common stock at a conversion price per share equal to 61% of the lowest daily volume weighted average price (“VWAP”) of our common stock during the 10 trading days prior to the date of conversion. We agreed to reserve a number of shares of our common stock equal to 4.5 times the number of shares of common stock which may be issuable upon conversion of the Note at all times.

On August 8, 2018, the Board and stockholders holding a majority of our voting power approved the RocketFuel Blockchain, Inc., 2018 Plan, which plan enables us to make awards that qualify as performance-based compensation. Under the terms of the 2018 Plan, the options will (i) be incentive stock options, (ii) have an exercise price equal to the fair market value per share of our common stock on the date 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 terms set forth in the grantees 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 initially reserved 2,000,000 shares of our common stock for issuance in connection with awards under the plan. On September 15, 2020 and March 18, 2021, our board of directors unanimously resolved to amend the 2018 Plan to increase the number of shares of our common stock available for grant to 4,000,000 shares and 6,000,000 shares, respectively. On May 10, 2022, the Board has approved a plan to increase the number of shares to 8,000,000 for 2018 ~~plan.~~plan. As of ~~December 31, 2022~~June 30, 2023 and March 31, ~~2022,~~2023, there were ~~918,987~~1,408,144 and ~~393,987~~1,658,144 shares, respectively, of our common stock available for grant pursuant to the 2018 Plan.

~~In determining the fair value of the service-based options during the nine months ended December 31, 2022, we utilized the Black-Scholes pricing model utilizing the following assumptions:~~

Activity under the 2018 Plan for all service-based stock options for the ~~nine~~three months ended ~~December 31, 2022~~June 30, 2023 are as follows:

~~The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the closing price of the common stock on December 31, 2022 of $0.1455~~ and the exercise price of each in-the-money option) that would have been received by the option holders had all option holders exercised their options on December 31, 2022. There were no service-based stock options exercised under the 2018 Plan for the three and nine months ended December 31, 2022.

~~For the three months ended December 31, 2022 and 2021, we recorded stock-based compensation expense for service-based stock options pursuant to the 2018 Plan in the amount of $253,188~~ ~~and $294,446, respectively. For the nine months ended December 31, 2022 and 2021, we recorded stock-based compensation expense for service-based stock options pursuant to the 2018 Plan in the amount of $770,842~~ ~~and $585,939, respectively. As of December 31, 2022 and March 31, 2022, we had $2,017,192~~ ~~and $3,336,948~~ ~~of unrecognized stock-based compensation cost related to service-based stock options, respectively.~~

We also granted performance-based options pursuant to the 2018 Plan to Rohan Hall, our chief technology officer, which are exercisable into 600,000 shares of our common stock subject to certain designated milestones. On March 18, 2021, our Board of Directors determined that Mr. Hall earned all of the performance-based options effective February 1, 2021. The Board of Directors also entered into a resolution whereby 75,000 shares of our common stock underlying the performance-based options would vest immediately and 525,000 shares of our common stock underlying the performance-based option would vest ratably over a 48-month period with the first vesting date being February 1, ~~2021.~~2021.

In determining the fair value of the performance-based options granted to Mr. Hall on September 14, 2020 and earned effective February 1, 2021, we utilized the Black-Scholes pricing model utilizing the following assumptions:

~~Activity under the 2018 Plan for all performance-based stock options for the nine months ended December 31, 2022 is as follows:~~

~~The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the closing price of the common stock on December 31, 2022 of $0.1455~~ and the exercise price of each in-the-money option) that would have been received by the option holders had all option holders exercised their options on December 31, 2022. There were no performance-based stock options exercisedActivity under the 2018 Plan for all performance-based stock options for the three ~~and nine~~ months ended ~~December 31, 2022.~~June 30, 2023 is as follows:

~~For the three months ended December 31, 2022 and 2021, we recorded stock-based compensation expense for performance-based stock options pursuant to the 2018 Plan in the amount~~Schedule of $~~27,148~~Stock Option Activity ~~and $25,404, respectively. For the nine months ended December 31, 2022 and 2021, we recorded stock-based compensation expense for performance-based stock options pursuant to the 2018 Plan in the amount of $54,295~~ ~~and $50,808, respectively. As of December 31, 2022 and March 31, 2022, we had $233,721~~ ~~and $315,164~~ of unrecognized stock-based compensation cost related to performance-based stock options, respectively. There were no performance-based stock options exercised under the 2018 Plan for the three and nine months ended December 31, 2022 and 2021.

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 U.S. District Court for the Central District of California against Joseph Page, our former director and chief technology officer. On January 13, 2021, the case was transferred to the U.S. District Court for the District of Nevada, Las Vegas Division. 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 were 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. After 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 were alleging that Mr. Page was aware of the 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 the Company acquired RBC in exchange for shares of the Company’s Common Stock. Mr. Page filed an answer denying the Company’s claims and asserted cross- and counterclaims against the Company and several of the Company’s shareholders alleging breach of contract and fraud. In September 2021, Mr. Page voluntarily dismissed all of the counterclaims against the shareholders.

On June 7, 2022, RBC entered into a settlement agreement in the legal proceedings between the Company as plaintiff, and Joseph Page as defendant, whereunder Page surrendered 3,600,394 shares of the Company’s common stock, and kept 1,500,000 shares. Mr. Page represents and warrants that he has not filed or assisted anyone else in filing any patent applications that would preempt or infringe upon the Company’s patent applications. Plaintiff and defendant have each released their claims against each other and covenanted not to sue the other, including related parties and stakeholders, with the exclusion of current or future claims against EGS. The parties agreed to a Stipulated Dismissal of the Action with Prejudice filed with the court. In connection with this settlement, we recognized a gain of $540,059, calculated based on the Company’s share price of $0.15 per share on the date of settlement of the legal proceedings. This gain was recorded in other income for the ~~nine~~three months ended ~~December 31,~~June 30, 2022 in the accompanying consolidated statements of operations (see Note 7).

On March 2, 2021, we filed a lawsuit in the U.S. District Court for the Southern District of New York against Ellenoff Grossman & Schole LLP (“EGS”) for negligence and legal malpractice, breach of contract and breach of fiduciary duty. EGS had represented RBC prior to the Business Combination and represented us after the closing of the Business Combination through August 2019. In the litigation against Mr. Page, he has alleged that he provided information to an EGS partner that the patent applications had been abandoned and that EGS failed to inform RBC and us of the fact. ~~We are seeking damages and the return of legal fees previously paid.~~

On February 8, 2023 we entered into a settlement agreement with EGS, pursuant to which EGS agreed to pay us $750,000 in full settlement of the lawsuit. After payment of our legal fees, the net payment to us, which was received on February 14, 2023, was $525,000. As part of the settlement (i) we have agreed to dismiss the lawsuit with prejudice and (ii) each party has agreed to grant a mutual general release to the other party and its affiliates, related parties and agents.

In January 2022, the Company terminated its agreement with Scarola Schaffzib Zubatov PLLC (“SSZ”), which the Company had retained to represent it in ~~the~~ litigation against ~~EGS.~~Ellenoff Grossman & Schole LLP. The reason for the termination was that the Company believed that SSZ had overcharged for legal services provided. Subsequent to the termination, SSZ sent the Company additional invoices, to which the Company also objected. In August 2022 SZZ filed a lawsuit in the Supreme Court of the State of New York, County of New York, claiming it is owed approximately $120,000 in legal fees. The Company ~~disputes~~disputed that this amount iswas owed and ~~contends~~contended that a portion of the legal fees previously paid should behave been refunded. ~~Discovery~~On July 11, 2023 the Court granted SSZ’s motion for summary judgement on its account stated cause of action and denied the Company’s cross-motion for an adjournment of the motion pending discovery. The Company has ~~commenced;~~filed a ~~trial date has not been set. The Company~~notice of appeal and has accrued approximately $120,000 in accounts payable.

~~On January 13, 2023,~~We evaluated all events or transactions that occurred after the balance sheet date through the date when we ~~completed a private placement (the “Offering”) of $150,000~~ ~~principal amount of its secured convertible promissory notes (the “Notes”). The purchase price was $150,000. There were three purchasers, including Gert Funk,~~issued these financial statements and, other than the Company’s Chairman, and Peter M. Jensen, the Company’s Chief Executive Officer and a member of its Board of Directors. The third purchaser was a private investor. Each investor purchased a Note for $~~50,000~~.matters discussed below, we did not have any other material recognizable subsequent events during this period.

~~The Notes bear interest at~~ 10~~% per annum~~Issuance of Series B-1 and ~~mature on July 13, 2023 (the “Maturity Date”).~~ The Notes may be prepaid by the Company at any time. If the Company shall prepay the entire outstanding principal amount of a Note on or before April 13, 2023, then there is no prepayment premium. If the Company shall prepay the entire outstanding principal amount of a Note between April 14, 2023 and the Maturity Date, then it shall also pay accrued interest on such principal amount in an amount equal to 50% of such principal amount. If the Company shall repay the outstanding principal amount of a Note on or after the Maturity Date, then it shall also pay accrued interest on such principal amount in an amount equal to 100% of such principal amount.B-2 Preferred Stock

In July and August 2023, we sold 500,000 shares of our Series B-1 Preferred Stock and 400,000 shares of our Series B-2 Preferred Stock to three private investors for a cash purchase price of $0.25 per share.

The ~~Notes are~~Series B-1 Preferred Stock has a 100% liquidation preference over the common stock and any other future series of preferred stock, payable in the event of a liquidation or merger of us. The Series B-1 Preferred Stock is convertible at the option of the stockholder into shares of ~~the Company’s Series A Preferred Stock (“Series A Preferred”)~~common stock at a conversion price ~~equal to (a) the outstanding principal amount~~ of ~~plus all accrued interest on, the Note divided by (b)~~ $~~0.2065~~0.25~~. The conversion price is~~ per share, subject to adjustment for certain stock splits, recapitalizations and other similar events. ~~The Notes are secured by a security interest in all of the Company’s assets.~~

~~Up to~~ ~~1,000,000~~ ~~shares of Series A Preferred were approved by the Board.~~ The Series AB-2 Preferred Stock has a 200% liquidation preference over the common stock and any other future series of preferred stock, payable in the event of a liquidation or merger of ~~the Company. In such event, the holders of the Series A Preferred will be entitled to a priority distribution equal to 200% of the deemed issue price of $0.2065~~us ~~per share, (~~~~i.e~~~~., $0.4130~~ ~~per share)~~. The Series AB-2 Preferred Stock is convertible at the option of the stockholder into shares of common stock at a conversion price of $~~0.2065~~0.25 per share, subject to adjustment for certain stock splits, recapitalizations and other similar events.

~~On January 13, 2023,~~As a condition to the sale of the Series B-1 and B-2 preferred shares, we agreed to use the net proceeds from the sale of the securities for working capital purposes and not to use such proceeds: (a) for the satisfaction of any portion of our debt (other than payment of trade payables in ~~connection with~~ the ~~Offering,~~ordinary course of our business and prior practices), (b) for the ~~Company entered into a Convertible Notes~~redemption of any common stock or other securities, (c) for the settlement of any outstanding litigation or (d) in violation of the Foreign Corrupt Practices Act of 1977, as amended or any regulations of the Office of Foreign Assets Control of the U.S. Treasury Department. The form of Subscription Agreement ~~(the “Subscription Agreement”) with three investors.~~for the Series B-1 and B-2 preferred shares and the Certificates of Designation for the Series B-1 and B-2 preferred shares are filed as Exhibits 10.1, 3.1, and 3.2, respectively, to this Current Report on Form 8-K. The ~~Subscription Agreement sets forth~~foregoing summaries of the ~~economic~~ terms ~~set forth above.~~of these documents are subject to, and qualified in their entirety by, such documents, which are incorporated herein by reference.

The ~~Company intends to use~~representations, warranties and covenants contained in the $~~150,000~~ ~~net proceeds~~Subscription Agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the ~~Offering~~parties to such agreement and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Subscription Agreements. The representations and warranties may have been made for ~~general corporate~~the purposes of allocating contractual risk between the parties to the agreement instead of establishing these matters as facts and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Subscription Agreements, and this subsequent information may or may not be fully reflected in the Company’s public disclosures.

The shares of Series B-1 and B-2 Preferred Stock and the shares of common stock to be issued upon conversion of the Series B-1 and B-2 preferred shares sold in the private placement and to ~~fund ongoing operations~~be issued have not been registered under the Securities Act or any state or other applicable jurisdiction’s securities laws, and ~~expansion~~may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of ~~its business.~~the Securities Act and applicable state or other jurisdiction’s securities laws.

In September 2023, we agreed to issue a $35,000 principal amount convertible note to a vendor in exchange for services. While the terms of the note have not yet been determined, we expect that the note will mature on September 14, 2025, bear interest at 6% per annum and be convertible into shares of our common stock at a conversion price of $0.10 per share.

In December 2022, Messers Jensen and Yankowitz had agreed to accept restricted shares of our common stock in lieu of salary and accrued bonuses for the fiscal quarter ended December 31, 2022. The amount owed Mr. Jensen was $55,000 and the amount owed Mr. Yankowitz was $21,250. The shares were to be issued at the closing market price on December 5, 2022 of $0.11 per share. The shares were issued by our transfer agent on July 11, 2023; Mr. Jensen received 500,000 shares and Mr. Yankowitz received 193,182 shares.

On ~~February 8,~~August 15, 2023 we ~~entered into a settlement agreement with EGS, pursuant to which EGS agreed to pay us $~~sold ~~750,000~~484,262 ~~in full settlement of the lawsuit. After payment~~shares of our ~~legal fees,~~common stock to a private investor at a price of $0.2065 per share. The investor also received warrants to purchase 245,700 shares of our common stock at $0.2065 per share. The warrants expire on August 15, 2028. The investor was also invited to join our advisory board and received 100,000 stock options as compensation therefor. The options have a term of 10 years, an exercise price of $0.2065 per share and were fully vested on the ~~net payment to us, which was received on February 14, 2023, was $525,000. As part~~date of the settlement (i) we have agreed to dismiss the lawsuit with prejudice and (ii) each party has agreed to grant a mutual general release to the other party and its affiliates, related parties and agents.grant.

Our chief executive officer, Peter Jensen, and our chief financial officer, Bennett Yankowitz ,agreed to accept convertible notes in lieu of salary for a portion of the fiscal quarter ended June 30, 2023. See Note 7. For the period July 1 through August 31, 2023, ~~we borrowed~~they deferred additional salary totaling $~~200,000~~41,667 ~~from Peter M. Jensen, our CEO, pursuant~~, which will be converted to a convertible ~~promissory note. The proceeds were to be used to support a transaction that ultimately was not consummated. On February 15, 2023, we repaid the loan in full together with $1,535~~ ~~representing accrued interest at a rate of~~ 10~~% per annum.~~notes.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q contains certain statements that are “forward-looking” within the meaning of the federal securities laws. These forward-looking statements and other information are based on our beliefs as well as assumptions made by us using information currently available.

The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “should” and similar expressions, as they relate to us, are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions, and are not guaranties of future performance. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected, intended or using other similar expressions. We are making investors aware that such forward-looking statements, because they relate to future events, are by their very nature subject to many important factors that could cause actual results to differ materially from those contemplated by the forward-looking statements contained in this Quarterly Report on Form 10-Q. Important factors that could cause actual results to differ from our predictions include, without limitation:

Although we have sought to identify the most significant risks to our business, we cannot predict whether, or to what extent, any of such risks may be realized, nor can there be any assurance that we have identified all possible issues which we might face. For all of these reasons, the reader is cautioned not to place undue reliance on forward-looking statements contained herein, which speak only as of the date hereof. We assume no responsibility to update any forward-looking statements as a result of new information, future events, or otherwise except as required by law. We urge readers to review carefully the risk factors described in this Quarterly Report and in our annual report filed on Form 10-K filed with the Securities and Exchange Commission on ~~July 15, 2022.~~August 21, 2023. You can read these documents at www.sec.gov.

We provide payment solutions to businesses enabling them to make and receive payments with cryptocurrencies and via bank transfers, including ACH. Our solutions consist of a blockchain-based check-out ~~systems~~system enabling shoppers on e-commerce sites to pay using cryptocurrencies and direct bank ~~transfers. Currently our payment~~transfers, a payouts solution that enables businesses, including those in the in the “gig economy,” to make payments to their vendors and ~~check-out systems focus on B2C applications; we are currently developing~~service providers via cryptocurrencies and bank transfers, and a B2B ~~capabilities that will among other things enable~~cross border solution allowing businesses to receive payments on their invoices in cryptocurrencies. Our check-out systems are based upon blockchain technology and are designed to reduce costs and increase speed, security and ease of use. We believe that users of our systems enjoy a seamless check-out experience compared to current online shopping solutions, and that merchants will realize cost savings and other advantages over credit-card based payment systems.

We are developing versions of our payment systems for use for in-store purchases and other applications. Our check-out and payment systems securely automate and simplify the way online payment and shipping information is received by merchants from their customers. Our “one click” checkout solution is modeled on the “buy now” button on leading eCommerce sites. Our check-out systems are designed to enhance customers’ data protection, enabling consumers to pay for goods and services using cryptocurrencies or by direct transfers from their bank accounts without exposing spending credentials such as credit card data. At the same time, our check-out systems are designed to increase the speed, security and ease of use for both customers and merchants and include a merchant portal that provides detailed transaction information, metrics and reports. Our systems also include a customer portal where shoppers are able to track their payments, configure payment defaults and connect with various cryptocurrency exchanges and banks to facilitate payment to merchants. Merchants are able to integrate a unique pop-up user interface that allows customers to pay directly from their ecommerce checkout page with no need to redirect to another website or web page.

Our merchant portal is updated instantly when a payment transaction is made on the merchant’s website. The merchant is notified of the transaction and can see the transaction details, including the customer that made the transaction, the transaction amount and the items purchased. This information is available to the merchant on its dashboard, where various metrics are tracked and displayed to the merchant, including information about the various cryptocurrencies that are used forsend cross-border payments to ~~that merchant, the different currencies received by the merchant as payment~~themselves and ~~transaction details such as the transaction hash. In addition to various metrics, merchants are able to generate a variety of reports,~~their affiliates and ~~are able to configure various options, including settlement options, from their portal.~~

Customers of merchants that use the RocketFuel payment solution are able to track their payments in their own online portal. They are also able to track payments they made to all the merchants that are integrated with the RocketFuel payment technology within a single consolidated user portal. They are currently able to connect to their accounts on Coinbase and Gemini, and in the future we plan to add connectivity to Binance, Kraken and other exchanges. Customers can also pay from any cryptocurrency wallet, such as Metamask and Electrum and are able to pay from their bank accounts as well. These customers are able to make payment with any of these payment options with 1, 2, or 3 clicks from the merchant checkout page. By default, these customers can choose from over 100 cryptocurrencies with which to pay.

Our payment user interface allows customers to easily onboard as well as to pay for merchants’ products or services with a variety of cryptocurrencies or via bank transfers. The user interface is displayed as a stand-alone popup that allows the creation of new accounts as well as payment directly from crypto exchanges, crypto wallets, and bank accounts, with no redirects to browser tabs or pages. This can be integrated as a plugin on the merchant checkout page or as a browser extension. The plugin, which we are currently developing, will come integrated with popular ecommerce platforms including WooCommerce, Shopify, Prestashop and others. The browser extension is integrated with popular browsers including Chrome, Chromium, Opera, Firefox, and Edge. The payment interface is designed for both web and mobile checkout experiences. Merchants are able to integrate the RocketFuel payment interface to their checkout page with software development kits (SDKs) that are available via the merchant portal. Application programming interfaces (APIs) are also available to the merchant for deeper integration into backend systems, ERP platforms, and other third-party platforms.

Our solution is designed to be implemented on an eCommerce site’s check-out page. The technology will also be used for different scenarios, including paying for services, paying invoices, and other payment strategies. In addition, we anticipate that a future version of our payment system will allow for advertisements in which the entire checkout process is embedded to be placed on third party websites where sales may be completely finalized. Thus, our technology will enable eCommerce strategies that can include advertisements with a fully integrated check-out process. We believe that this has never before been accomplished on any eCommerce platform. We believe that such advertisements could provide significant new sales channels to retailers that are simply not possible with legacy check-out solutions. We also believe that transactions costs on our system will be significantly less expensive than the cost of credit-card transactions.

The RocketFuel check-out solution is designed to operate identically across merchant channels with all participating merchants. eCommerce merchants are able to encode their check-out protocol to support our technology and the merchants will no longer have to administer complex check-out and payment gateways at their eCommerce websites. At the same time, consumers are able to experience enhanced data protection opportunities and significantly improved convenience.

With the RocketFuel check-out systems, consumers will no longer have to enter credit card information or shipping details every time they want to buy online. Payment and shipping information will be handled automatically. Using the RocketFuel payment solution, credit card data will no longer be shared or transmitted and exposed online. Rather, payments will be made via 100% secure cryptocurrency conveyance or direct bank transfer on the blockchain.subsidiaries using stable coins.

Our significant accounting policies are described in Note 2 to the financial statements as of March 31, ~~2022~~2023 which are included in our Annual Report on Form 10-K. There were no changes to our significant accounting policies during the three ~~and nine~~ months ended ~~December 31, 2022~~June 30, 2023 as compared to the significant account policies described in our Annual Report on Form 10-K for the year ended March 31, ~~2022.~~2023. Our discussion and analysis of our financial condition and results of operations are based upon these financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an on-going basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. In the past, actual results have not been materially different from our estimates. However, results may differ from these estimates under different assumptions or conditions.

For the Three Months Ended ~~December 31,~~June 30, 2023 vs June 30, 2022 ~~vs December 31, 2021~~

During the three months ended ~~December 31, 2022,~~June 30, 2023, we recorded revenues of ~~$42,408,~~$235,459, including ~~$28,837 as a result of revenue recognized under a new software development contract, and~~ a combined total of ~~$13,571~~$55,561 of transaction fees and the recognition of amortization of deferred setup fee revenues in connection with the execution of contracts with customers. During the three months ended ~~December 31, 2021,~~June 30, 2023, we recorded revenues of ~~$2,500~~$55,844 for similar recognition of deferred ~~revenues.~~

For the three months ended December 31, 2022, we recognized $26,890 in transaction costs, of which $14,268 was related to the software development contract, $7,988 in hosting fees, $2,296 in exchange fees, and $2,338 merchant processing fees, for a net positive margin of $15,518. We anticipate that the hosting fees and processing fee structure will contribute positive gross margin as the Company grows and these expenses remain static or grow ratably with revenues.

We anticipate that future revenues will continue to be generated from (i) fees charged under the software development contract; (ii) fees charged in connection with conversion of crypto currencies to and from fiat currencies; (iii) fees charged in connection with ~~the implementation of~~ our ecommerce checkout solutions and other solutions; and (iv) ongoing daily transactional fees derived as a negotiated percentage of the transactional revenues earned by our merchant customers. ~~In June 2022, we conducted tests of our cross-border B2B solution, which we expect to place in commercial operations by the end of 2022.~~

Research and development expenses for the three months ended December 31, 2022 were $210,342, a decrease of $83,984 as compared with expenses of $294,326 for the prior year period. Research and development expenses increased due to increases in software coding and development activities during the recent quarter compared to the same period of the prior year.

General and administrative expenses for the three months ended December 31, 2022 were $1,140,603 as compared with $879,355 for the prior year period, an increase of $261,248. The increase is primarily a result of an increase in hiring expense and staffing costs for increased staffing and finance professional fees in designing and managing accounting systems to accommodate additional revenue stream opportunities.

During the nine months ended December 31, 2022, we recorded revenues of $92,355, including $60,000 resulting from the new software development contract, and a combined total of $32,355 in transaction fees and the recognition of amortization of deferred setup fee revenues in connection with the execution of contracts with customers. During the nine months ended December 31, 2021, we recorded revenues of $11,875 for similar recognition of deferred revenues.

For the nine months ended December 31, 2022, we recognized $102,492 in transaction costs, of which $53,802 was related to the software development contract, $23,525 in hosting fees, $12,582 in exchange fees, and $12,583 merchant processing fees, for a net negative margin of $(10,137). We anticipate that the hosting fees and processing fee structure will contribute positive gross margin as the Company grows and these expenses remain static or grow ratably with revenues.

We anticipate that future revenues will continue to be generated from (i) fees charged under the software development contract; (ii) fees charged in connection with conversion of crypto currencies to and from fiat currencies; (iii) fees charged in connection with the implementation of our ecommerce checkout solutions; and (iv) ongoing daily transactional fees derived as a negotiated percentage of the transactional revenues earned by our merchant customers. In June 2022, we conducted tests of our cross-border B2B solution, which we expect to place in commercial operations by the end of 2022.

Research and development expenses for the ~~nine~~three months ended ~~December 31, 2022~~June 30, 2023 were ~~$797,006, a increase of $146,244~~$0 as compared with ~~expenses of $650,762~~$258,965 for the prior year period. Research and development expenses increased year over year by approximately 22.5% due to increased staffing in software coding and development activities, but was more than offset in the current period, asa decrease of $258,965. The decrease is primarily a result of ~~capitalization~~a larger portion of effort of contract developers and the payroll expenses being directed toward capitalized development of and improvements in our blockchain technology software ~~development costs, which practice was implemented after the completion of the nine-month period of the prior year.~~for payment processing.

General and administrative expenses for the ~~nine~~three months ended ~~December 31, 2022~~June 30, 2023 were ~~$5,398,527~~$915,072 as compared with ~~$2,676,525~~$1,237,954 for the prior year period, ~~an increase~~a decrease of ~~$2,722,022.~~$322,882. The ~~increase~~decrease is primarily a result of ~~an increase in hiring expense~~(i) less costs due to more streamlining of our payment software and ~~staffing costs~~payout processes. (ii) less fees paid for increased staffing of accounting and consultancy costs not experienced in the prior period; and increases in travel, audit and other fees. These were partially offset by a decrease in legal fees in connection with decreased work on business development strategies.processing payments.

Stock-based compensation for the three months ended June 30, 2023 of $285,576 was composed of (i) stock options granted to employees including repricing of prior options granted.

We will require additional financing in order to continue to develop our product and execute on our business plan. However, there can be no assurances that we will be successful in raising the additional capital necessary to continue operations and execute on our business plan. Any potential future sale of equity or debt securities may result in dilution to our stockholders, and we cannot be certain that additional public or private financing will be available in amounts or on terms acceptable to us, or at all. If we are required to raise additional financing, but are unable to obtain such financing, we may be required to delay, reduce the scope of, or eliminate one or more aspects of our operations or business development activities.

~~On December 31, 2022,~~As of June 30, 2023, we had ~~total assets~~cash of ~~$1,272,816 and total liabilities~~$112,004, an decrease of $751,882. This compares to total assets of $2,650,619 and total liabilities of $513,550 on March 31, 2022. As of December 31, 2022, our assets consisted of $392,956,of cash and restricted cash, $0 of accounts receivable, $111,593 of prepaid expenses and other current assets and $768,267 of property and equipment, net of depreciation and amortization. The decrease in assets$1,324,886 as compared to ~~March 31, 2022 is due to the use~~a cash balance of $1,436,890 as of June 30, 2022. Our current cash to pay for operating costs as a result of increase business activities, an increase in prepaid expenses and other current assets and the capitalization of software development costs. As of December 31, 2022, our liabilities consist of $723,982 of accounts payable and accrued expenses, $24,396 due to related parties and $3,504 of deferred revenue. The increase in liabilities compared to March 31, 2022 is largely due to increases of accounts payables and accrued expenses, and an increase in amounts due to a related party.requirements are approximately $138,849 per month.

On December 31, 2022, we had working capital of $(247,333) and a stockholders’ equity of $520,934 compared to working capital of $2,137,069 and stockholders’ equity of $2,597,245 at March 31, 2022. Working capital decreased duringDuring the ~~nine~~three months ended ~~December 31, 2022 largely due to~~June 30, 2023, net cash ~~paid for prepaid expenses, and~~of $416,547 was used in operating activities. Net cash used in operating activities ~~to expand on~~was primarily composed of our net loss of $699,454 and offset by (i) $285,576 of non-cash stock-based compensation in connection with the ~~Company’s product offerings~~grant of employee stock options and; (ii) increase in depreciation and ~~capabilities~~amortization of its software. Stockholders’ equity decreased due to the operating loss for the nine-month period ended December 31, 2022, with an offset for the $700,000 additional private placement funds to offset the operating loss.$172,331.

~~As of December 31, 2022, we had~~During the three months ended June 30, 2023, no net cash was provided by investing activities. There were no options exercised during the three months ended June 30, 2023 and ~~restricted cash of $392,956 as compared to $2,634,794 as of March 31,~~ 2022.

During the ~~nine~~three months ended ~~December 31, 2022, we had~~June 30,2023, net cash of ~~$483,865~~$106,985 was used in ~~operating activities, which was composed primarily~~financing activities. There were proceeds from notes payable of (i) our net loss of $3,527,170 (ii) a gain from a legal settlement of $540,059 (iii) increases in prepaid expenses and other current assets of $99,243. The cash flows used in operating activities were partially$125,000 offset by ~~(i) stock-based compensation~~$18,015 of $1,287,048 primarily in connection with stock options granted pursuant to the 2018 Stock Option Plan, (ii) depreciation and amortization of $493,660, (iii) an increase in accounts payable and accrued expenses of $435,953, (iv) an increase in a payable to a related party of $36,680, and (v) an increase in deferred revenue of $1,004. During the nine months ended December 31, 2021, we had net cash of $483,865 used in operating activities, which was composed of our net loss of $3,527,170 and offset by (i) stock-based compensation of $1,287,048 and (ii) smaller incremental increases and decreases to prepaid expenses and other current assets, accounts payable and accrued expenses, payables to related parties and deferred revenues.payments on notes payables.

During the nine months ended December 31, 2022, we used cash of $651,832 for the purchase of property and equipment and the capitalization of software development costs. There were no such investments during the nine-month period ended December 31, 2021.

~~During the nine months ended December 31, 2022, we had $0 net cash provided by financing activities, compared with $808,750~~ net cash provided by the issuance of common stock in connection with exercise of common stock purchase warrants and issuance of convertible note payable during the nine-month period ended December 31, 2021.

Our financial statements have been presented on the basis that we are a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. During the ~~nine~~three months ended ~~December 31, 2022,~~June 30, 2023, we reported a net loss of ~~$3,527,170,~~$699,454, which included non-cash stock-based compensation of ~~$1,287,048 and $540,059 of gain from a legal settlement,~~$285,576 and cash flows used in operating activities of ~~$483,865. These factors, among others, raise~~$416,547. As a result, management believes that there is substantial doubt about ~~the~~our ability ~~of the Company~~ to continue as a going concern. ~~The consolidated financial statements do not include any adjustments~~

We will require additional financing in order to continue to develop our product and execute on our business plan. However, there can be no assurances that ~~might~~we will be successful in raising the additional capital necessary to continue operations and execute on our business plan. Any potential future sale of equity or debt securities may result ~~from~~in dilution to our stockholders, and we cannot be certain that additional public or private financing will be available in amounts or on terms acceptable to us, or at all. If we are required to raise additional financing, but are unable to obtain such financing, we may be required to delay, reduce the ~~outcome~~scope of, ~~this uncertainty.~~or eliminate one or more aspects of our operations or business development activities.

On January 13, 2023, we completed a private placement (the “Offering”) of $150,000 principal amount of its secured convertible promissory notes (the “Notes”). The purchase price was $150,000. There were three purchasers, including Gert Funk, the Company’s Chairman, and Peter M. Jensen, the Company’s Chief Executive Officer and a member of its Board of Directors. The third purchaser was a private investor. Each investor purchased a Note for $50,000.

The Notes bear interest at 10% per annum and mature on July 13, 2023 (the “Maturity Date”). The Notes may be prepaid by the Company at any time. If the Company shall prepay the entire outstanding principal amount of a Note on or before April 13, 2023, then there is no prepayment premium. If the Company shall prepay the entire outstanding principal amount of a Note between April 14, 2023 and the Maturity Date, then it shall also pay accrued interest on such principal amount in an amount equal to 50% of such principal amount. If the Company shall repay the outstanding principal amount of a Note on or after the Maturity Date, then it shall also pay accrued interest on such principal amount in an amount equal to 100% of such principal amount.

The Notes are convertible into shares of the Company’s Series A Preferred Stock (“Series A Preferred”) at a conversion price equal to (a) the outstanding principal amount of, plus all accrued interest on, the Note divided by (b) $0.2065. The conversion price is subject to adjustment for certain stock splits, recapitalizations and other similar events. The Notes are secured by a security interest in all of the Company’s assets.

Up to 1,000,000 shares of Series A Preferred were approved by the Board. The Series A Preferred has a 200% liquidation preference over the common stock and any other future series of preferred stock, payable in the event of a liquidation or merger of the Company. In ~~such event, the holders of the Series A Preferred will be entitled to a priority distribution equal to 200% of the deemed issue price of $0.2065 per share, (~~~~i.e~~., $0.4130 per share). The Series A Preferred is convertible at the option of the stockholder into shares of common stock at a conversion price of $0.2065 per share, subject to adjustment for certain stock splits, recapitalizations and other similar events.

On January 13, 2023, in connection with the Offering, the Company entered into a Convertible Notes Subscription Agreement (the “Subscription Agreement”) with three investors. The Subscription Agreement sets forth the economic terms set forth above.

~~The Company intends to use the $150,000 net proceeds of the Offering for general corporate purposes and to fund ongoing operations and expansion of its business.~~

~~On February 8,~~March 2023 we entered into a ~~settlement~~license agreement with ~~EGS,~~a merchant pursuant to which ~~EGS~~we agreed to develop software for our Payouts product, which provides that we will convert amounts deposited in dollars with us into USD Coin (USDT) or another stablecoin. The license fee was $100,000, payable at the signing of the agreement. The merchant agreed to pay us ~~$750,000 in full settlement~~a fee of 0.35% of each fiat deposit made, plus wire charges and ither direct expenses. We also agreed to pay the merchant a $110,000 incentive bonus payable when the merchant’s aggregate payouts made during the initial 24-month of the lawsuit. After payment of our legal fees, the net payment to us, which was received on February 14, 2023, was $525,000. As part of the settlement (i) we have agreed to dismiss the lawsuit with prejudice and (ii) each party has agreed to grant a mutual general release to the other party and its affiliates, related parties and agents.license equals or exceeds $3,000,000.

On January 18, 2023, we borrowed $200,000 from Peter M. Jensen, our CEO, pursuant to a convertible promissory note. The proceeds were to be used to support a transaction that ultimately was not consummated. On February 15, 2023, we repaid the loan in full together with $1,535 representing accrued interest at a rate of 10% per annum.

As of ~~December 31, 2022,~~June 30, 2023, we did not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

Based on an evaluation under the supervision and with the participation of our management, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were not effective as of ~~December 31, 2022~~June 30, 2023 to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our management concluded that, as of ~~December 31, 2022,~~June 30, 2023, our internal controls over financial reporting were not effective.

The following changes have been made in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) during the fiscal period to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We ~~expanded the responsibilities assigned to~~have engaged a new accountant and an independent Controller ~~engaged in the quarter ended June 30, 2022,~~ to transact and oversee the financial activities of the Company, with preparation of our public filings by an SEC Manager, each with the guidance of our SEC Director. ~~In February 2023 we hired a full time Director~~These persons are under the purview of ~~Finance to replace the accountant and independent Controller. The Director of Finance. Reports directly to~~ our CFO.

We intend to perform additional internal control improvements, beginning with written documentation of financial processes.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the internal control system are met. Because of the inherent limitations of any internal control system, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.

On May 29, 2019, Mr. Page resigned from our board. After 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 were alleging that Mr. Page was aware of the 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 the Company acquired RBC in exchange for shares of the Company’s Common Stock. Mr. Page filed an answer denying the Company’s claims and asserted cross- and counterclaims against the Company and several of the Company’s shareholders alleging breach of contract and fraud. In September 2021, Mr. Page voluntarily dismissed all of the counterclaims against the shareholders.

On June 7, 2022, RBC entered into a settlement agreement in the legal proceedings between the Company as plaintiff, and Joseph Page as defendant, whereunder Page surrendered 3,600,394 shares of the Company’s common stock, and kept 1,500,000 shares. Mr. Page represents and warrants that he has not filed or assisted anyone else in filing any patent applications that would preempt or infringe upon the Company’s patent applications. Plaintiff and defendant have each released their claims against each other and covenanted not to sue the other, including related parties and stakeholders, with the exclusion of current or future claims against EGS. The parties agreed to a Stipulated Dismissal of the Action with Prejudice filed with the court. In connection with this settlement, we recognized a gain of $540,059, calculated based on the Company’s share price of $0.15 per share on the date of settlement of the legal proceedings. This gain was recorded in other income for the nine months ended December 31, 2022 in the accompanying consolidated statements of operations.

On March 2, 2021, we filed a lawsuit in the U.S. District Court for the Southern District of New York against Ellenoff Grossman & Schole LLP (“EGS”) for negligence and legal malpractice, breach of contract and breach of fiduciary duty. EGS had represented RBC prior to the Business Combination and represented us after the closing of the Business Combination through August 2019. In the litigation against Mr. Page, he has alleged that he provided information to an EGS partner that the patent applications had been abandoned and that EGS failed to inform RBC and us of the fact. We are seeking damages and the return of legal fees previously paid.

The Risk Factors identified in our Annual Report on Form 10-K for the year ended March 31, ~~2022~~2023 continue to represent the most significant risks to the Company’s future results of operations and financial conditions, without further modification or amendment.

We ~~made~~had no ~~unregistered~~placements or sales of the Company’s equity securities during the ~~three months~~three-month period ended ~~December 31,~~June 30, 2023.

~~Exhibit~~ ~~No.~~		~~Description~~
~~3.1~~		Conformed copy of Articles of Incorporation of RocketFuel Blockchain, Inc., as currently in effect - incorporated by reference to Exhibit 3.1 to Amendment to Registration Statement on Form S-1 filed October 20 ~~2021.~~

~~3.2~~		~~Amended and Restated Bylaws - incorporated by reference to Exhibit 2.1 to Form 8-K filed June 9, 2018.~~

~~31.1~~		~~Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

~~31.2~~		~~Certification of the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

~~31.3~~		~~Certification of the Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

~~32.1~~		~~Certification of the Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

~~32.2~~		~~Certification of the Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

~~101.INS~~		~~Inline XBRL Instance Document.~~
~~101.SCH~~		~~Inline XBRL Taxonomy Extension Schema Document.~~
~~101.CAL~~		~~Inline XBRL Taxomony Extension Calculation Linkbase Document.~~
~~101.LAB~~		~~Inline XBRL Taxonomy Extension Label Linkbase Document.~~
~~101.PRE~~		~~Inline XBRL Taxonomy Extension Presentation Linkbase Document.~~
~~101.DEF~~		~~Inline XBRL Taxonomy Extension Definition Linkbase Document.~~
~~104~~		~~Cover Page Interactive Data File (embedded within the Inline XBRL document)~~

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	For the quarterly period ended June 30, 2023

	OR

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

Nevada		90-1188745
(State of other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

201 Spear Street, Suite 1100
San Francisco, CA		94105
(Address of Principal Executive Offices)		(Zip Code)

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
None		~~RKFL~~		None

		Page
PART I	FINANCIAL INFORMATION	3

Item 1	Consolidated Financial Statements	3

	Consolidated Balance Sheets at ~~December 31, 2022~~June 30, 2023 and March 31, ~~2022~~2023 (unaudited)	3

	Consolidated Statements of Operations for the three ~~and nine~~ months ended ~~December 31,~~June 30, 2023 and 2022 ~~and 2021~~ (unaudited)	4

	Consolidated Statements of Stockholders’ Equity for the three ~~and nine~~ months ended ~~December 31,~~June 30, 2023 and 2022 ~~and 2021~~ (unaudited)	5

	Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~December 31,~~June 30, 2023 and 2022 ~~and 2021~~ (unaudited)	6

	Notes to Consolidated Financial Statements (unaudited)	7

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3	Quantitative and Qualitative Disclosures About Market Risk	2219

Item 4	Controls and Procedures	2219

PART II	OTHER INFORMATION	2319

Item 1.	Legal Proceedings	2320

Item 1A.	Risk Factors	2320

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	2320

Item 6	Exhibits	2420

	Signatures	2523

	December 31, 2022			March 31, 2022			June 30, 2023			March 31, 2023

ASSETS
Current Assets:
Cash	$	392,956		$	2,634,794		$	112,004		$	421,566
Restricted Cash		-			-
Accounts receivable		-			3,475			1,450			-
Prepaid expenses and other current assets		111,593			12,350
Prepaid and other current assets								176,212			143,870
Total current assets		504,549			2,650,619			289,666			565,436

Property and equipment, net of accumulated depreciation and amortization of $493,660 and $149,919, respectively		768,267			460,176
Intangible assets, net of accumulated amortization of $827,664 and $655,333, respectively								450,398			622,729
Property and equipment, net of accumulated depreciation and amortization of $4,721, and $10,814, respectively								28,202			28,202

Total Assets	$	1,272,816		$	3,110,795		$	768,266		$	1,216,367

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	723,982		$	487,200		$	603,878		$	680,460
Payable to related party		24,396			11,277			25,562			25,633
Notes payable, net of discount of $17,290 and $0, respectively								403,493			276,667
Deferred revenue		3,504			15,073			55,844			57,231
Total current liabilities		751,882			513,550			1,088,777			1,039,991
Total liabilities		751,882			513,550			1,088,777			1,039,991

Stockholders’ equity:
Preferred stock; $0.001 par value; 50,000,000 shares authorized; and 0 shares issued and outstanding as of December 31, 2022 and March 31, 2022		-			-
Common stock, $0.001 par value; 250,000,000 shares authorized; 36,297,840 and 31,975,083 shares issued; 36,297,840 and 31,965,083 shares outstanding as of December 31, 2022 and March 31, 2022, respectively		36,298			31,975
Preferred stock; $0.001 par value; 50,000,000 shares authorized; 0 shares issued and outstanding as of June 30, 2023 and March 31, 2023								-			-
Common stock, $0.001 par value; 250,000,000 shares authorized; 32,427,446 and 32,427,446 shares issued and outstanding as of June 30, 2023 and March 31, 2023, respectively								32,428			32,428
Additional paid in capital		13,184,365			11,214,820			13,341,407			13,055,831
Accumulated deficit		(12,699,729	)		(8,646,550	)		(13,733,446	)		(12,950,983	)
Treasury stock, at cost		-			(3,000	)
Common Shares to be issued-related party								39,100			39,100
Total stockholders’ equity		520,934			2,597,245			(320,511	)		176,376

Total Liabilities and Stockholders’ Equity	$	1,272,816		$	3,110,795		$	768,266		$	1,216,367

	2022			2021			2022			2021			Three Months Ended			Three Months Ended
	For the Three Months Ended December 31,						For the Nine Months Ended December 31,						June 30, 2023			June 30, 2022
	2022			2021			2022			2021

Revenue	$	42,408		$	9,375		$	92,355		$	11,875
Transaction expense		(26,890	)		-			(102,492	)		-
Gross Margin		15,518			9,375			(10,137	)		11,875
Revenue, net													$	235,459		$	8,132

Operating expenses:
Research and development expenses		210,342			294,326			797,006			650,762			-			258,965
General and administrative expenses		1,140,603			879,355			3,269,565			1,730,010			998,081			1,237,954
Total operating expense		1,350,945			1,173,681			4,066,571			2,380,772
Total operating expenses														998,081			1,496,919
Loss from operations		(1,335,427	)		(1,164,306	)		(4,076,708	)		(2,368,897	)		(762,622	)		(1,488,787	)

Other income (expense):
Change in fair value of derivative liability		-			6,741			0			6,741
Interest expense		(544	)		(20,973	)		(544	)		(20,973	)		(19,841	)		-
Gain from legal settlement		-			-			540,059			-
Others		-			-			10,023			-
Other income (expense)		(544	)		(14,232	)		549,538			(14,232	)
Other income – Gain from legal settlement														-			540,059
Total other (expense) income														(19,841	)		540,059
										��
Loss before provision for income taxes		(1,335,971	)		(1,178,538	)		(3,527,170	)		(2,383,129	)		(782,463	)		(948,728	)

Provision for income taxes		-			-			-			-			-			-

Net loss	$	(1,335,971	)	$	(1,178,538	)		(3,527,170	)	$	(2,383,129	)	$	(782,463	)	$	(948,728	)

Loss per common share:
Basic and diluted	$	(0.04	)	$	(0.05	)		(0.10	)	$	(0.10	)	$	(0.02	)	$	(0.03	)

Weighted average common shares outstanding :
Weighted average common shares outstanding:
Basic and diluted		36,297,840			24,464,625			36,297,840			24,610,390			32,427,446			31,205,000

	Shares		Amount		Shares			Amount			Shares			Amount			Capital			Deficit			Equity
	Preferred Stock Outstanding				Common Stock Outstanding						Treasury Stock						Additional Paid-in			Accumulated			Total Stockholders’
	Shares		Amount		Shares			Amount			Shares			Amount			Capital			Deficit			Equity
Balance as of March 31, 2021		-	$	-		24,438,416		$	24,438			-		$	-		$	4,584,214		$	(3,983,626	)	$	625,026
Issuance of common stock in connection with exercise of common stock purchase warrants		-		-		550,000			550			-			-			581,950			-			582,500
Stock-based compensation - employees and consultants option grants		-		-		-			-			-			-			316,896			-			316,896
Net loss		-		-		-			-			-			-			-			(1,204,591	)		(1,204,591	)
Balance as of June 30, 2021		-		-		24,988,416			24,988			-			-			5,483,060			(5,188,217	)		319,831
Issuance of common stock in connection with exercise of common stock purchase warrants		-		-		100,000			100			-			-			99,900			-			100,000
Issuance of common stock to customer		-		-		10,000			10			-			-			9,990			-			10,000
Stock-based compensation - employees and consultants option grants		-		-		-			-			-			-			319,850			-			319,850
Net loss		-		-		-			-			-			-			-			(1,178,538	)		(1,178,538	)
Balance as of September 30, 2021		-	$	-		25,098,416		$	25,098			-		$	-		$	5,912,800		$	(6,366,755	)	$	(428,857	)

Balance as of March 31, 2022		-	$	-		31,975,083		$	31,975			(10,000	)	$	(3,000	)	$	11,214,820		$	(8,646,550	)	$	2,597,245
Stock-based compensation - employees and consultants option grants		-		-		-			-			-			-			291,382			-			291,382
Cancellation of common stock						(3,610,394	)		(3,610	)		10,000			3,000			(13,440	)		(526,009	)		(540,059	)
Net loss		-		-		-			-			-			-			-			(948,728	)		(948,728	)
Balance as of June 30, 2022		-		-		28,364,689			28,365			-			-			11,492,762			(10,121,287	)		1,399,840
Issuance of common stock in a private placement, net of issuance costs which included 338,983 shares issued for commissions		-		-		3,728,814			3,729			-			-			696,271			-			700,000
Stock-based compensation - employees and consultants option grants		-		-		-			-			-			-			280,567			-			280,567
Issuance of common stock for service		-		-		333,943			334			-			-			17,157			-			17,491
Net loss		-		-		-			-			-			-			-			(1,242,471	)		(1,242,471	)
Balance as of September 31, 2022		-	$	-		32,427,446		$	32,428			-		$	-		$	12,486,757		$	(11,363,758	)	$	1,155,427
Stock-based compensation - employees and consultants option grants		-		-		-			-			-			-			697,608			-
Net loss		-		-		-			-			-			-			-			(1,335,971	)		(1,335,971	)
Balance as of December 31, 2022		-		-		-			-			-						13,184,365			(12,699,729	)		520,934

	Nine Months Ended			Nine Months Ended
	December 31, 2022			December 31, 2021
Cash Flows from Operating Activities:
Net loss	$	(3,527,170	)	$	(2,383,129	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		493,660			-
Stock based compensation		1,287,048			646,746
Gain from legal settlement		540,059			-
Change in fair value of derivative liability		-			(6,741	)
Amortization of debt discount					19,349
Changes in operating assets and liabilities:
Accounts receivable					6,600
Prepaid expenses and other current assets		(111,593	)		(13,779	)
Accounts payable and accrued expenses		723,982			288,029
Payable to related party		106,645			36,680
Deferred revenue		3,504			2,500
Net cash flows used in operating activities		(483,865	)		(1,403,745	)

Cash Flows from Investing Activities:
Purchase of property and equipment		(40,022	)		-
Software development cost		(1,221,905	)		-
Net cash flows used in investing activities		(1,261,927	)		-

Cash Flows from Financing Activities:
Proceeds from issuance of common stock in connection with exercise of common stock purchase warrants		-			682,500
Proceeds from issuance of common stock, warrants and tokens, net of issuance costs		-			-
Proceeds from convertible note payable, net		-			126,250
Net cash flows provided by financing activities		-			808,750
Net change in cash and restricted cash		(2,241,838	)		(594,995	)
Cash and restricted cash at beginning of period		2,634,794			800,331
Cash and restricted cash at end of period		392,956		$	$205,336

Supplemental disclosure of cash flow information:
Cash paid for interest	$	544		$	-
Cash paid for income taxes	$	-		$	-
Supplemental disclosure of non-cash flow information:
Common stock issued to customer for early adopter	$	-		$	10,000
Common stock issued to consultant in lieu of cash	$	-		$	-

	2022		2021
Reconciliation of cash and restricted cash within the consolidated balance sheets to the amounts shown in the consolidated statements of cash flows above at December 31:

Cash	$	392,956	$	205,336
Restricted cash		-		-
Total cash and restricted cash	$	392,956	$	205,336

	June 30, 2023		June 30, 2022
Stock options – vested and exercisable		3,500,139		2,735,290
Common Stock Warrants		10,410,897		10,655,982
Total potential dilution		13,911,036		13,401,272
Anti-dilutive securities		13,911,036		13,401,272

	Useful Life	December 31, 2022			March 31, 2022			Useful Life	June 30, 2023			March 31, 2023
Capitalized software development costs	2 years	$	1,221,905		$	586,700		2 years	$	1,278,062		$	1,278,062
Computer equipment	3 years		40,022			23,395		3 years		28,202			39,105
Less: Accumulated depreciation and amortization			(493,660	)		(149,919	)			(827,664	)		(666,146	)
Property and equipment, net		$	768,267		$	460,176
Combined intangible assets, property and equipment, net									$	478,600		$	650,931

~~Option exercise price per share~~	$~~0.10~~ ~~- $0.30~~
~~Grant date fair value per share~~	$~~0.14~~ ~~- $0.21~~
~~Range of expected volatility~~	~~151% -~~ ~~179~~	%
~~Expected term of option in years~~	~~6.25~~
~~Range of risk-free interest rate~~	~~2.5~~ - ~~4.7~~	%
~~Dividend yield~~	-

	Options Outstanding		Weighted- Average Exercise Price per Share		Weighted- Average Remaining Contractual Term in Years		Aggregate Intrinsic Value
Options outstanding at April 1, 2022:		5,766,886	$	0.21		8.00	$	-
Granted		575,000	$	0.17		5.61		6,780
Exercised		-	$	-		-		-
Cancelled or forfeited		489,127	$	0.21		5.61		-
Options outstanding as of December 31, 2022		5,852,758	$	0.20		5.61	$	28,099
Options vested and exercisable as of December 31, 2022		2,784,623		0.21			$	5,899

	Performance -Based Options
Option exercise price per share	$	1.08
Grant date fair market value per share	$	1.08
Expected term of option in years		6.25
Expected volatility		240.1	%
Expected dividend rate		0.00	%
Risk free interest rate		0.54	%

	●	Market acceptance of our products and services;
	●	Competition from existing products or new products that may emerge;
	●	The implementation of our business model and strategic plans for our business and our products;
	●	Estimates of our future revenue, expenses, capital requirements and our need for financing;
	●	Our financial performance;
	●	Current and future government regulations;
	●	Developments relating to our competitors; and
	●	Other risks and uncertainties, including those listed under the section titled “Risk Factors” in our annual report filed on Form 10-K filed with the Securities and Exchange Commission on July 15, 2022.

Exhibit				Filed or Furnished
Number	Exhibit Description	Form	Exhibit	Filing Date	Herewith
2.1	Contribution Agreement, dated June 27, 2018, by and among the Company, RocketFuel Blockchain Company, Joseph Page, Gert Funk, PacificWave Partners Limited, PacificWave Partners UK Ltd. And Saxton Capital Ltd.	8-K	2.1	6/29/18

3.1	Articles of Incorporation	S-1	3.1	9/8/87

3.2	Amended and Restated Bylaws	8-K	3.1	6/29/18

3.3	Certificates of Amendment to Articles of Incorporation through December 31, 2017	S-1	3.3	3/30/21

3.4	Certificate of Designation for Series B-1 Preferred Stock	8-K	3.1	8/8/23

3.2	Certificate of Designation for Series B-2 Preferred Stock	8-K	3.2	8/8/23

3.4	Certificate of Amendment, dated September 25, 2018, as filed with the Secretary of State of the State of Nevada	S-1	3.4	3/30/21

3.5	Certificate of Designation of Series A Preferred Stock	8-K	3.1	1/19/23

4.1	Form of Warrant	8-K	4.1	9/23/22

4.2	Form of Token Sale Agreement	8-K	4.2	9/23/22

4.3	Form of Convertible Note	8-K	4.1	1/9/23

10.1	Indemnification Agreement dated as of January 19, 2016, between Bennett Yankowitz and the Company	8-K	10.2	1/22/16

10.2	Indemnification Agreement dated as of January 19, 2016, between Henrik Rouf and the Company	8-K	10.3	1/22/16

10.3	2018 Stock Incentive Plan	14-C	Annex B	8/28/18

10.4	Subscription Agreement, dated April 29, 2020, between the Company and Investorlisten ApS	S-1	10.4	3/30/21

10.5	Warrant Agreement, dated May 1, 2020, between the Company and Investorlisten ApS	S-1	10.5	3/30/21

10.6	Agreement with Investorlisten ApS	S-1	10.6	3/30/21

10.7	Executive Employment Agreement, dated as of September 15, 2020, between the registrant and Peter M. Jensen	8-K	10.1	9/21/20

10.8	Indemnification Agreement dated as of September 15, 2020, between Peter M. Jensen and the Company	S-1	10.8	3/30/21

10.9	Amendment No. 1 to 2018 Stock Option Plan	8-K	10.2	9/21/20

10.10	Executive Employment Agreement, dated as of September 14, 2020, between the registrant and Rohan Hall	8-K	10.1	10/8/20

10.11	Indemnification Agreement dated as of September 14, between Rohan Hall and the Company	S-1	10.11	3/30/21

10.12	Common Stock Purchase Agreement dated as of February 25, 2021 between Triton Funds LP and RocketFuel Blockchain, Inc.	8-K	10.1	3/3/21

10.13	Common Stock Purchase Warrant dated as of February 25, 2021 between Triton Funds LP and RocketFuel Blockchain, Inc.	8-K	10.2	3/3/21

10.14	Indemnification Agreement dated as of January 1, 2021, between Gert Funk and the Company	S-1	10.14	3/30/21

10.15	Indemnification Agreement dated as of February 15, 2021, between Kurt Kumar and the Company	S-1	10.15	3/30/21

10.16	Amendment No. 2 to 2018 Stock Option Plan	S-1	10.16	3/30/21

10.17	Executive Employment Agreement, dated as of February 15, 2021, between the registrant and Bennett J. Yankowitz	S-1	10.17	3/30/21

10.18	Executive Employment Agreement, dated as of February 15, 2021, between the registrant and Gert Funk	S-1	10.18	3/30/21

10.19	Warrant dated February 15, 2021, from the Company to Peter M. Jensen	S-1	10.19	3/30/21

10.20	Settlement Agreement and Mutual Release, dated June 8, 2022, between RocketFuel Blockchain, Inc., RocketFuel Blockchain Company and Joseph Page	8-K	10.1	6/13/22

10.21	Securities Purchase Agreement dated September 19, 2022	8-K	10.1	9/23/22

10.22	Form of Subscription Agreement dated January 13, 202	8-K	10.1	1/19/23

10.23	Securities Purchase Agreement between 1800 Diagonal Lending LLC and RocketFuel Blockchain, Inc., dated as of May 11, 2023	8-K	10.1	5/18/23

10.24	$144,760 Promissory Note between 1800 Diagonal Lending LLC and RocketFuel Blockchain, Inc., dated May 11, 2023	8-K	10.2	5/18/23

10.25	Form of Subscription Agreement for Series B-1 and B-2 Preferred Stock	8-K	10.1	8/8/23

14.1	Code of Ethics	10-KSB	99.1	3/30/04

14.2	Amended and Restated Code of Ethics	S-1	14.2	3/30/21

21.1	Subsidiaries of the registrant	S-1	21.1	3/30/21

31.1	Certification of Principal Executive Officer pursuant to Section 302 Sarbanes-Oxley Act of 2002				X

31.2	Certification of Principal Financial and Accounting Officer pursuant to Section 302 Sarbanes-Oxley Act of 2002				X

32.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002				X

32.2	Certification of Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002				X

101.INS	Inline XBRL Instance Document.				X

101.SCH	Inline XBRL Taxonomy Extension Schema Document.				X

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.				X

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.				X

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.				X

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.				X

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

	RocketFuel Blockchain, Inc.

	By:	/s/ Peter M. Jensen
		Peter M. Jensen
		Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Bennett J. Yankowitz
		Bennett J. Yankowitz
		Chief Financial Officer
		(Principal Financial ~~Officer)~~

	~~By:~~	~~/s/ Justin D. Fewell~~
		~~Justin D. Fewell~~
		~~Director of Finance~~
		~~(Principal~~and Accounting Officer)

Dated: ~~April 3,~~October 16, 2023