Cover
Cover | 3 Months Ended |
Jun. 30, 2021 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | ROCKETFUEL BLOCKCHAIN, INC. |
Entity Central Index Key | 0000823546 |
Entity Tax Identification Number | 90-1188745 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 201 Spear Street |
Entity Address, Address Line Two | Suite 1100 |
Entity Address, City or Town | San Francisco |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 94105 |
City Area Code | 424 |
Local Phone Number | 256-8560 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Current assets | |||
Cash | $ 506,491 | $ 800,331 | $ 7,838 |
Accounts receivable | 20,000 | 10,000 | |
Prepaid and other current assets | 60,000 | 5,000 | |
Total current assets | 586,491 | 815,331 | 7,838 |
Total assets | 586,491 | 815,331 | 7,838 |
Current liabilities: | |||
Accounts payable and accrued expenses | 232,830 | 144,830 | 64,812 |
Payable to related party | 16,330 | 35,475 | 5,503 |
Deferred revenue | 17,500 | 10,000 | |
Total current liabilities | 266,660 | 190,305 | 70,315 |
Total liabilities | 266,660 | 190,305 | 70,315 |
Stockholders’ equity (deficit): | |||
Preferred stock value | |||
Common stock value | 24,988 | 24,438 | 22,810 |
Additional paid-in capital | 5,483,060 | 4,584,214 | 1,534,757 |
Accumulated deficit | (5,188,217) | (3,983,626) | (1,620,044) |
Total stockholders’ equity (deficit) | 319,831 | 625,026 | (62,477) |
Total liabilities and stockholders’ equity (deficit) | $ 586,491 | $ 815,331 | $ 7,838 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Statement of Financial Position [Abstract] | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | 0 |
Preferred Stock, Shares Issued | 0 | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 | 250,000,000 |
Common Stock, Shares, Outstanding | 24,988,416 | 24,438,416 | 22,809,666 |
Common Stock, Shares, Issued | 24,988,416 | 24,438,416 | 22,809,666 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ 2,500 | |||
Operating expenses: | ||||
Research and development expenses | 326,217 | 3,605 | 163,405 | 3,390 |
General and administrative expenses | 880,874 | 93,755 | 2,200,177 | 121,649 |
Total operating expenses | 1,207,091 | 97,360 | 2,363,582 | 125,039 |
Loss from operations | (1,207,091) | (97,360) | (2,363,582) | (125,039) |
Net loss before provision for income taxes | (1,204,591) | (97,360) | (2,363,582) | (125,039) |
Provision for income taxes | ||||
Net loss | $ (1,204,591) | $ (97,360) | $ (2,363,582) | $ (125,039) |
Net loss per common share: | ||||
Basic and diluted | $ (0.05) | $ 0 | $ (0.10) | $ (0.01) |
Weighted average common shares outstanding: | ||||
Basic and diluted | 24,868,416 | 23,118,194 | 23,541,520 | 22,749,087 |
Statement of Stockholders' Equi
Statement of Stockholders' Equity (Deficit) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Mar. 31, 2019 | $ 22,688 | $ 1,413,629 | $ (1,495,005) | $ (58,688) | |
Beginning balance, shares at Mar. 31, 2019 | 22,688,416 | ||||
Issuance of common stock in connection with private placement | $ 122 | 121,128 | 121,250 | ||
Issuance of common stock in connection with private placement, shares | 121,250 | ||||
Net loss | (125,039) | (125,039) | |||
Ending balance, value at Mar. 31, 2020 | $ 22,810 | 1,534,757 | (1,620,044) | (62,477) | |
Ending balance, shares at Mar. 31, 2020 | 22,809,666 | ||||
Issuance of common stock in connection with private placement | $ 478 | 478,272 | 478,750 | ||
Issuance of common stock in connection with private placement, shares | 478,750 | ||||
Net loss | (97,360) | (97,360) | |||
Ending balance, value at Jun. 30, 2020 | $ 23,288 | 2,013,029 | (1,717,404) | 318,913 | |
Ending balance, shares at Jun. 30, 2020 | 23,288,416 | ||||
Beginning balance, value at Mar. 31, 2020 | $ 22,810 | 1,534,757 | (1,620,044) | (62,477) | |
Beginning balance, shares at Mar. 31, 2020 | 22,809,666 | ||||
Issuance of common stock in connection with private placement | $ 478 | 478,272 | 478,750 | ||
Issuance of common stock in connection with private placement, shares | 478,750 | ||||
Issuance of common stock to consultant for services | $ 150 | 161,850 | 162,000 | ||
Issuance of common stock to consultant for services, shares | 150,000 | ||||
Issuance of common stock in connection with exercise of investor warrants | $ 1,000 | 999,000 | 1,000,000 | ||
Issuance of common stock in connection with exercise of investor warrants, shares | 1,000,000 | ||||
Stock-based compensation – employee and consultant option grants | 1,090,204 | 1,090,204 | |||
Placement agent fee | (50,000) | (50,000) | |||
Stock-based compensation – CEO warrant | 370,131 | 370,131 | |||
Net loss | (2,363,582) | (2,363,582) | |||
Ending balance, value at Mar. 31, 2021 | $ 24,438 | 4,584,214 | (3,983,626) | 625,026 | |
Ending balance, shares at Mar. 31, 2021 | 24,438,416 | ||||
Issuance of common stock in connection with exercise of common stock purchase warrants | $ 550 | 581,950 | 582,500 | ||
Issuance of common stock in connection with exercise of common stock purchase warrants, shares | 550,000 | ||||
Stock-based compensation – employee and consultant option grants | 316,896 | 316,896 | |||
Net loss | (1,204,591) | (1,204,591) | |||
Ending balance, value at Jun. 30, 2021 | $ 24,988 | $ 5,483,060 | $ (5,188,217) | $ 319,831 | |
Ending balance, shares at Jun. 30, 2021 | 24,988,416 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||||
Net loss | $ (1,204,591) | $ (97,360) | $ (2,363,582) | $ (125,039) |
Adjustments to reconcile net loss to net cash flows used in operating activities | ||||
Stock-based compensation in connection with stock option grants | 316,896 | |||
Stock-based compensation in connection with employee stock option grants and warrant issuance | 1,460,335 | |||
Stock-based compensation in connection with stock issued for consulting services | 162,000 | |||
Changes in assets and liabilities: | ||||
Accounts receivable | (10,000) | (10,000) | ||
Prepaid and other current assets | (55,000) | (5,000) | ||
Accounts payable and accrued expenses | 88,000 | 127 | 80,018 | (13,362) |
Payable to related party | (19,145) | 29,972 | 5,503 | |
Deferred revenue | 7,500 | 10,000 | ||
Net cash flows used in operating activities | (876,340) | (97,233) | (636,257) | (132,898) |
Cash flows from financing activities: | ||||
Proceeds from issuance of common stock, net of placement agent fee | 582,500 | 478,750 | 1,428,750 | 121,250 |
Net cash flows provided by financing activities | 582,500 | 478,750 | 1,428,750 | 121,250 |
Net change in cash | (293,840) | 381,517 | 792,493 | (11,648) |
Cash at beginning of period | 800,331 | 7,838 | 7,838 | 19,486 |
Cash at end of period | 506,491 | 389,355 | 800,331 | 7,838 |
Supplemental disclosure of non-cash flow information: | ||||
Interest paid | ||||
Income taxes paid |
Business
Business | 3 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Mar. 31, 2021 | |
Accounting Policies [Abstract] | ||
Business | 1. Business Our Corporate History On June 27, 2018 (the “Closing Date”), RocketFuel Blockchain Company (“RBC”) and B4MC Gold Mines, Inc., a Nevada Corporation (“B4MC” or the “Purchaser”), consummated the transactions contemplated by that certain Contribution Agreement (the “Contribution Agreement”) made and entered into as of June 27, 2018 by and among RBC, the Purchaser and Gert Funk, Joseph Page, PacificWave Partners Limited, PacificWave Partners UK Ltd. and Saxton Capital Ltd (collectively referred to herein as the “Sellers”, individually each a “Seller”). Pursuant to the Contribution Agreement the Sellers contributed, transferred, assigned and conveyed to B4MC all right, title and interest in and to one hundred percent ( 100 17,001,312 0.001 100 Prior to the Business Combination, B4MC was a “shell company,” as such term is defined in Rule 12b-2 under the Exchange Act. As a result of the Business Combination, we have ceased to be a “shell company.” The Business Combination was treated as a “reverse acquisition” of RBC for financial accounting purposes. RBC was considered the acquirer for accounting purposes, and the historical financial statements of BFMC before the Business Combination were replaced with the historical financial statements of RBC before the Business Combination in all future filings with the SEC. The Purchaser Common Stock issued to the Sellers in connection with the Business Combination have not been registered under the Securities Act, in reliance upon the exemption from registration provided by Section 4(a)(2), which exempts transactions by an issuer not involving any public offering, Regulation D and/or Regulation S promulgated by the SEC under that section. These shares may not be offered or sold in the United States absent registration or an applicable exemption from registration. In this report, references to RocketFuel, the “Company,” “we” and similar terms are to B4MC following the consummation of the reverse acquisition. In September 2018 B4MC changed its name to RocketFuel Blockchain, Inc. The foregoing description of the Contribution Agreement does not purport to be complete. For further information, please refer to the copy of the Contribution Agreement included as Exhibit 2.1 to the Current Report on Form 8-K which was filed with the SEC on June 29, 2018. There are representations and warranties contained in the Contribution Agreement that were made by the parties to each other as of the date of execution. The assertions embodied in these representations and warranties were made solely for purposes of the Contribution Agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating their terms. Moreover, some representations and warranties may not be accurate or complete as of any specified date because they are subject to a contractual standard of materiality that is different from certain standards generally applicable to shareholders or were used for the purpose of allocating risk between the parties rather than establishing matters as facts. For these reasons, investors should not rely on the representations and warranties in the Contribution Agreement as statements of factual information. Business We provide 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 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 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. ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2021 (UNAUDITED) Our merchant portal is updated instantly when a payment transaction is made on the merchant 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 transaction items. This information is added to the merchant dashboard where various metrics are tracked and displayed to the merchant, including information about the various cryptocurrencies that are used for payments to that merchant and the different currencies received by the merchant as payment. In addition to various metrics, merchants are able to see a variety of reports, 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 online portal. They are also able to track payments they made to all the merchants that are integrated with the RocketFuel payment technology within one consolidated user portal. They are currently able to connect to their accounts on Coinbase, and in the future we plan to add connectivity to Binance, Kraken, Gemini and other exchanges. They can also pay from any cryptocurrency wallet. Customers are able to pay from 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 dozens of cryptocurrencies to pay from. 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. The RocketFuel payment solution utilizes a variety of blockchains in its execution including Bitcoin, Ethereum and others where the payment transactions are stored. A significant benefit of this technology is that the entire shopping cart checkout process will be accomplished via a distributed ledger or “blockchain,” meaning that merchant websites will no longer be required to operate complex payment and check-out infrastructures. 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 check out process is embedded 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 based on a streamlined one- to-three-click check-out process for eCommerce purchases. The system 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. Our corporate headquarters are located in San Francisco, California. | 1. Business Our Corporate History On June 27, 2018 (the “Closing Date”), RocketFuel Blockchain Company (“RBC”) and B4MC Gold Mines, Inc., a Nevada Corporation (“B4MC” or the “Purchaser”), consummated the transactions contemplated by that certain Contribution Agreement (the “Contribution Agreement”) made and entered into as of June 27, 2018 by and among RBC, the Purchaser and Gert Funk, Joseph Page, PacificWave Partners Limited, PacificWave Partners UK Ltd. and Saxton Capital Ltd (collectively referred to herein as the “Sellers”, individually each a “Seller”). Pursuant to the Contribution Agreement the Sellers contributed, transferred, assigned and conveyed to B4MC all right, title and interest in and to one hundred percent ( 100% ) of the issued and outstanding Common Stock of RBC for an aggregate of 17,001,312 shares of Common Stock, par value $ 0.001 per share, of B4MC (the “Purchaser Common Stock”), (such transaction, the “Business Combination”). As a result of the Business Combination, RBC became a 100% wholly owned subsidiary of B4MC. In September 2018 B4MC changed its name to RocketFuel Blockchain, Inc. References to “we” and similar terms in this report are to B4MC after the consummation of the Business Transaction. Prior to the Business Combination, B4MC was a “shell company,” as such term is defined in Rule 12b-2 under the Exchange Act. As a result of the Business Combination, we have ceased to be a “shell company.” The information contained in this report constitutes the information necessary to satisfy the conditions contained in Rule 144(i)(2) under the Securities Act. The Business Combination was treated as a “reverse acquisition” of RBC for financial accounting purposes. RBC was considered the acquirer for accounting purposes, and the historical financial statements of BFMC before the Business Combination were replaced with the historical financial statements of RBC before the Business Combination in all future filings with the SEC. The Purchaser Common Stock issued to the Sellers in connection with the Business Combination have not been registered under the Securities Act, in reliance upon the exemption from registration provided by Section 4(a)(2), which exempts transactions by an issuer not involving any public offering, Regulation D and/or Regulation S promulgated by the SEC under that section. These shares may not be offered or sold in the United States absent registration or an applicable exemption from registration. In this report, references to RocketFuel, the “Company,” “we” and similar terms are to B4MC following the consummation of the reverse acquisition. In September 2018 B4MC changed its name to RocketFuel Blockchain, Inc. The foregoing description of the Contribution Agreement does not purport to be complete. For further information, please refer to the copy of the Contribution Agreement included as Exhibit 2.1 to the Current Report on Form 8-K which was filed with the SEC on June 29, 2018. There are representations and warranties contained in the Contribution Agreement that were made by the parties to each other as of the date of execution. The assertions embodied in these representations and warranties were made solely for purposes of the Contribution Agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating their terms. Moreover, some representations and warranties may not be accurate or complete as of any specified date because they are subject to a contractual standard of materiality that is different from certain standards generally applicable to shareholders or were used for the purpose of allocating risk between the parties rather than establishing matters as facts. For these reasons, investors should not rely on the representations and warranties in the Contribution Agreement as statements of factual information. Our Business We provide 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 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 transactions and metrics about payments received by the merchant. ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2021 They 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 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 transaction items. This information is added to the merchant dashboard where various metrics are tracked and displayed to the merchant, including information about the various cryptocurrencies that are used for payments to that merchant and the different currencies received by the merchant as payment. In addition to various metrics, merchants are able to see a variety of reports, 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 online portal. They are also able to track payments they made to all the merchants that are integrated with the RocketFuel payment technology within one consolidated user portal. They are able to connect to multiple exchanges including Coinbase, Binance, Kraken, Gemini and others to pay directly from them. They can also pay from any cryptocurrency wallet. Customers are able to pay from 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 dozens of cryptocurrencies to pay from. 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 comes 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. The RocketFuel payment solution utilizes a variety of blockchains in its execution including Bitcoin, Ethereum and others where the payment transactions are stored. A significant benefit of this technology is that the entire shopping cart checkout process will be accomplished via a distributed ledger or “blockchain,” meaning that merchant websites will no longer required to operate complex payment and check-out infrastructures. 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 check out process is embedded 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 in any eCommerce arrangement. 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 “single-click” RocketFuel check-out solution is based on a streamlined one- to-three-click check-out process for eCommerce purchases. The system 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. ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2021 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. Our corporate headquarters are located in San Francisco, California. Fiscal Year Our fiscal year ends on March 31. References herein to fiscal 2021 and/or fiscal 2020 refer to the fiscal year ended March 31, 2021 and 2020, respectively. |
Going Concern
Going Concern | 3 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Going Concern | 3. Going Concern Our financial statements have been presented on the basis that we are a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We incorporated our business on January 12, 2018, the date of our inception, and commenced commercial operations in March 2021. During the three months ended June 30, 2021, we reported a net loss of $ 1,204,591 316,896 876,340 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 three months ended June 30, 2021 we raised $ 582,500 | 2. Going Concern Our financial statements have been presented on the basis that we are a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We incorporated our business on January 12, 2018, the date of our inception, and commenced commercial operations in March 2021. During the fiscal year ended March 31, 2021, we reported a net loss of $2,363,582 , which included as a component of general and administrative expenses in the statement of operations a non-cash stock-based compensation charge of $ 1,622,335 , and cash flows used in operating activities of $636,257 . As a result, management believes that there is substantial doubt about our ability to continue as a going concern. We will require additional financing to continue to develop our product and execute on our business plan. However, there can be no assurances that we will be successful in raising the additional capital necessary to continue operations and execute on our business plan. In 2021 we raised $ 1,428,750 through the private placement of shares of our common stock and the exercise of common stock purchase warrants, net of $ 50,000 of placement agent fees. Subsequent to March 31,2021, we raised an additional $ 582,500 from the exercise of common stock purchase warrants from two investors. We have used and plan to continue using the net proceeds of the private placement 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, 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Use of Accounting Estimates The preparation of these financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management’s estimates are based on the facts and circumstances available at the time estimates are made, past historical experience, risk of loss, general economic conditions and trends and management’s assessments of the probable future outcome of these matters. Consequently, actual results could differ from such estimates. Reclassifications 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. ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2021 Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on our accounting and reporting. We believe that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on our accounting or reporting or that such impact will not be material to our financial position, results of operations and cash flows when implemented. Cash and Cash Equivalents 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. At March 31, 2021 we had $ 800,331 7,838 Revenue Recognition During March 2021 we commenced commercial operations and executed a contract with one customer having a one-year term from the date of execution (the “Contract Term”), which was March 31, 2021, that provided for the payment of $ 10,000 in connection with the implementation of our blockchain technology. In addition, the Contract Term provided for transaction processing using our blockchain technology with no fees during the Contract Term as an inducement to adopt our blockchain technology. We recorded the $ 10,000 During the fiscal year ended March 31, 2020, we did not generate any revenue and had not yet commenced commercial operations. We anticipate that future revenues will be generated from (i) fees charged in connection with the implementation of our blockchain technology; and (ii) ongoing daily transactional fees derived as a negotiated percentage of the transactional revenues earned by our merchant customers. Our revenue recognition policy follows the guidance from Accounting Standards Codification (“ASC”) 606, “Revenue Recognition,” and Accounting Standards Update No. 2014-09 Revenue from Contracts with Customers (Topic 606) which provides guidance on the recognition, presentation, and disclosure of revenue in financial statements. We recognize revenues when all of the following criteria are satisfied: (i) persuasive evidence of an arrangement exists; (ii) the price is fixed or determinable; (iii) collectability is reasonably assured; and (iv) the service has been performed or the product has been delivered. 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. In April 2016, the FASB issued “ASU 2016 - 10 Revenue from Contract with Customers (Topic 606): identifying Performance Obligations and Licensing.” The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments in this Update are intended to render more detailed implementation guidance with the expectation to reduce the degree of judgement necessary to comply with Topic 606. The amendments in this Update affect the guidance in ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which is not yet effective. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements in Topic 606 (and any other Topic amended by Update 2014-09). ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year. We are currently evaluating the impact that this updated guidance will have on our results of operations, cash flows or financial condition. Fair Value of Financial Instruments We follow Accounting Standards Codification 820-10 (“ASC 820-10”), “Fair Value Measurements and Disclosures,” ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2021 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. Income Taxes The provision for income taxes includes federal, state, local and foreign taxes. Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences of temporary differences between the financial statement carrying amounts and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be recovered or settled. We evaluate the realizability of our deferred tax assets and establish a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized. We account for uncertain tax positions using a “more-likely-than-not” threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. We evaluate this tax position on a quarterly basis. We also accrue for potential interest and penalties, if applicable, related to unrecognized tax benefits in income tax expense. Stock-Based Compensation Stock-based compensation is measured at the grant date based on the estimated fair value of the award and is recognized as an expense over the requisite service period. The valuation of employee stock options is an inherently subjective process, since market values are generally not available for long-term, non-transferable employee stock options. Accordingly, the Black-Scholes option pricing model is utilized to derive an estimated fair value. The Black-Scholes pricing model requires the consideration of the following six variables for purposes of estimating fair value: ● the stock option exercise price; ● the expected term of the option; ● the grant date price of our common stock, which is issuable upon exercise of the option; ● the expected volatility of our common stock; ● the expected dividends on our common stock (we do not anticipate paying dividends in the foreseeable future); and ● the risk free interest rate for the expected option term. Expected Dividends zero to calculate the grant-date fair value of a stock option. Expected Volatility Risk-Free Interest Rate Expected Term Stock Option Exercise Price and Grant Date Price of Common Stock We are required to estimate the level of award forfeitures expected to occur and record compensation expense only for those awards that are ultimately expected to vest. This requirement applies to all awards that are not yet vested. Due to the limited number of unvested options outstanding, the majority of which are held by executives and members of our Board of Directors, we have estimated a zero forfeiture rate. We will revisit this assumption periodically and as changes in the composition of the option pool dictate. Basic and Diluted Loss Per Share Basic loss per common share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is based upon the weighted-average common shares outstanding during the period plus additional weighted-average common equivalent shares outstanding during the period. Common equivalent shares result from the assumed exercise of outstanding stock options and warrants, the proceeds of which are then assumed to have been used to repurchase outstanding common stock using the treasury stock method. In addition, the numerator is adjusted for any changes in income that would result from the assumed conversion of potential shares. There were no potentially dilutive shares which would have the effect of being antidilutive. ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2021 |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Mar. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | 5. Related Party Transactions During the three months ended June 30, 2021 and 2020, 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 $ 24,160 5,503 16,330 35,475 In May 2021, we paid an affiliate of our executive chairman $ 3,000 | 4. Related Party Transactions During the fiscal years ended March 31, 2021 and 2020, our chief executive officer was affiliated with legal counsel who provided us with general legal services (the “Affiliate”). We recorded legal fees paid to the Affiliate of $ 100,349 and $ 7,003 for the fiscal years ended March 31, 2021 and 2020, respectively. As of March 31, 2021 and 2020 we had $ 35,475 and $ 5,503 , respectively, payable to the Affiliate. In May 2021, we paid an affiliate of our executive chairman $ 3,000 |
Deferred Revenue
Deferred Revenue | 3 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Mar. 31, 2021 | |
Revenue Recognition and Deferred Revenue [Abstract] | ||
Deferred Revenue | 6. Deferred Revenue During the three months ended June 30, 2021, we recorded revenues of $ 2,500 10,000 10,000 10,000 17,500 10,000 | 5. Deferred Revenue During March 2021 we commenced commercial operations and executed a contract with one customer having a one-year term from the date of execution (the “Contract Term”), which was March 31, 2021, that provided for the payment of $ 10,000 10,000 During the three months ended June 30, 2021, we recorded revenues of $ 2,500 10,000 10,000 10,000 17,500 10,000 |
Income Taxes
Income Taxes | 3 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | 7. Income Taxes We are required to file federal and state income tax returns in the United States. The preparation of these tax returns requires us to interpret the applicable tax laws and regulations in effect in such jurisdictions, which could affect the amount of tax paid by us. In consultation with our tax advisors, we base our tax returns on interpretations that are believed to be reasonable under the circumstances. The tax returns, however, are subject to routine reviews by the various federal and state taxing authorities in the jurisdictions in which we file tax returns. As part of these reviews, a taxing authority may disagree with respect to the income tax positions taken by us (“uncertain tax positions”) and, therefore, may require us to pay additional taxes. As required under applicable accounting rules, we accrue an amount for our estimate of additional income tax liability, including interest and penalties, which we could incur as a result of the ultimate or effective resolution of the uncertain tax positions. We account for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. We had no income tax credits for the three months ended June 30, 2021 and 2020. The effective tax rates for the three months ended June 30, 2021 was 21.0 ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2021 (UNAUDITED) | 6. Income Taxes As of March 31, 2021 and 2020, we had no material unrecognized tax benefits and no adjustments to liabilities or operations were required. We were incorporated on January 12, 2018, accordingly, we have the March 31, 2018 through 2020 tax years subject to examination by the federal and state taxing authorities. There are no income tax examinations currently in process. Reconciliation between our effective tax rate and the United States statutory rate is as follows: Schedule of Effective Income Tax Rate Reconciliation Year Ended March 31, 2021 Year Ended March 31, 2020 Expected federal tax rate 21.0 % 21.0 % Change in valuation allowance (21.0 )% (21.0 )% Effective tax rate 0.0 % 0.0 % Deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the tax basis of the assets and liabilities using the enacted tax rate in effect in the years in which the differences are expected to reverse. A 100% Significant components of our deferred tax assets consist of the following: Schedule of Deferred Tax Assets and Liabilities March 31, 2021 March 31, 2020 Net operating loss carryforwards $ 283,854 $ 128,193 Valuation allowance (283,854 ) (128,193 ) Net deferred tax assets $ - $ - A valuation allowance has been established for our tax assets as their use is dependent on the generation of sufficient future taxable income, which cannot be predicted at this time. As of March 31, 2021 and 2020, we had federal tax net operating loss carryforwards of $ 283,854 and $ 128,193 . The federal net operating loss carryforwards will expire at various dates through 2041. The U.S. Tax Cuts and Jobs Act (Tax Act) was enacted on December 22, 2017 and introduces significant changes to U.S. income tax law. Effective in 2018, the Tax Act reduces the U.S. statutory tax rate from 35% to 21% 15.5% 8% Potential 382 Limitations We have not completed a study to assess whether one or more ownership changes have occurred since we became a loss corporation as defined in Section 382 of the Code, but we believe that it is likely that an ownership change has occurred. If we have experienced an ownership change, utilization of the NOL and AMT would be subject to an annual limitation, which is determined by first multiplying the value of our common stock at the time of the ownership change by the applicable long-term, tax-exempt rate, and then could be subject to additional adjustments, as required. Any such limitation may result in the expiration of a portion of the NOL and AMT before utilization. Until a study is completed and any limitation known, no amounts are being considered as an uncertain tax position or disclosed as an unrecognized tax benefit under ASC 740. Any carryforwards that expire prior to utilization as a result of such limitations will be removed from deferred tax assets with a corresponding adjustment to the valuation allowance. Due to the existence of the valuation allowance, it is not expected that any potential limitation will have a material impact on our operating results. Our net operating loss carryforwards are subject to review and possible adjustment by the Internal Revenue Service and are subject to certain limitations in the event of cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50% ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2021 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Mar. 31, 2021 | |
Equity [Abstract] | ||
Stockholders’ Equity (Deficit) | 8. Stockholders’ Equity (Deficit) On January 9, 2020, we sold 10,000 10,000 11,250 11,250 On April 29, 2020, we entered into a subscription agreement with a private investor for the purchase of 478,750 1.00 478,750 500,000 50,000 On May 1, 2020, the Company issued a warrant to purchase 1,500,000 shares of common stock at $ 1.00 per share (the “First Warrant”). The warrant expired on April 30, 2021 . The Company also agreed that upon the full and timely exercise of the First Warrant, it would issue a second warrant for an additional 1,500,000 shares of common stock at a purchase price of $ 1.50 per share having a term of 12 months from the date of issue (the “Second Warrant”). The First Warrant was transferred to an affiliate of the original holder in November 2021. During the three-month period ended March 31, 2021, the warrant holder exercised warrants from the First Warrant to purchase 1,100,000 shares of our common stock of which (i) 1,000,000 shares of our common stock were issued in consideration of gross proceeds of $ 1,000,000 prior to March 31, 2021; and (ii) 100,000 shares of our common stock, for which we received notice of exercise on March 31, 2021, were issued in April 2021 in consideration of gross proceeds of $ 100,000 . Additionally, the warrant holder exercised the First Warrant for the remaining 400,000 shares of our common stock in April 2021 in consideration of gross proceeds of $ 400,000 . On April 26, 2021 we issued the Second Warrant to the holder. 2,250,000 1.00 100,000 On August 24, 2020, we issued 150,000 162,000 1.08 On February 25, 2021, we entered into a Common Stock Purchase Agreement (the “Stock Purchase Agreement”) with Triton Funds, LP, a Delaware limited partnership (“Triton” or the “Selling Stockholder,” which term also includes Triton’s successors and assigns under the Stock Purchase Agreement and the Warrant). Under the Stock Purchase Agreement Triton, which is an unrelated third party, agreed to invest up to $ 1,000,000 500,000 1.65 80 15,000 Triton’s obligation to purchase Common Stock is conditioned on certain factors including, but not limited to, our having an effective S-1 registration statement in effect for resale of the Common Stock being purchased and Triton’s ownership not exceeding 4.99 In connection with the Stock Purchase Agreement, we also issued to Triton warrants to purchase, in one or more instalments, 800,000 1.65 80 50,000 82,500 ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2021 (UNAUDITED) From January 1, 2018 through June 30, 2021, we granted stock options under our 2018 Stock Incentive Plan, as amended, to issue up to an aggregate of 5,499,585 shares of our common stock to our employees, directors, and consultants, at a weighted average exercise price of $ 1.08 per share. On February 15, 2021, we issued a warrant to purchase 265,982 1.00 All of these transactions were exempt from registration under the Securities Act of 1933 pursuant to Regulations D or S, or Rule 701, thereunder. As of June 30, 2021, and March 31, 2021, we had 24,988,416 24,438,416 | 7. Stockholders’ Equity (Deficit) On September 3, 2019, a private investor purchased 100,000 1.00 On January 9, 2020, we sold 10,000 $10,000 11,250 $11,250 478,750 $1.00 $478,750 500,000 50,000 On May 1, 2020, the Company issued a warrant to purchase 1,500,000 1.00 April 30, 2021 1,500,000 1.50 12 1,100,000 1,000,000 1,000,000 100,000 100,000 400,000 400,000 On February 25, 2021, we entered into a Common Stock Purchase Agreement (the “Stock Purchase Agreement”) with Triton Funds, LP, a Delaware limited partnership (“Triton” or the “Selling Stockholder,” which term also includes Triton’s successors and assigns under the Stock Purchase Agreement and the Warrant). Under the Stock Purchase Agreement Triton, which is an unrelated third party, agreed to invest up to $ 1,000,000 $500,000 1.65 80 Triton’s obligation to purchase Common Stock is conditioned on certain factors including, but not limited to, our having an effective S-1 registration statement in effect for resale of the Common Stock being purchased and Triton’s ownership not exceeding 4.99% In connection with the Stock Purchase Agreement, we also issued to Triton warrants to purchase, in one or more installments, 800,000 shares of our Common Stock (the “Warrants”) at an exercise price equal to the greater of (i) $ 1.65 per share or (ii) 80 percent of the average closing price of our Common Stock over the 90-calendar day period preceding the Warrant exercise date, subject to adjustments. The Warrants terminate on February 25, 2026. If, at any time after the initial effective date of the S-1 registration statement filed in connection with the Stock Purchase Agreement and during the exercise period of the Warrants, there is no effective registration statement covering the Selling Stockholder’s immediate resale of the shares underlying the exercise of the Warrants (the “Warrant Shares”), then Selling Stockholder may elect to receive Warrant Shares pursuant to a cashless exercise of the Warrants. On May 5, 2021, Triton exercised 50,000 Warrants for an aggregate purchase price of $ 82,500 . All of these transactions were exempt from registration under the Securities Act of 1933 pursuant to Regulations D and/or S thereunder. As of March 31, 2021, and 2020, we had 24,438,416 22,809,666 ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2021 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Mar. 31, 2021 | |
Compensation Related Costs [Abstract] | ||
Stock-Based Compensation | 10. Stock-Based Compensation Stock Option Plan On August 8, 2018, the Board and stockholders holding a majority of our voting power approved the RocketFuel Blockchain, Inc., 2018 Stock Incentive Plan (the “2018 Plan”), which plan enables us to make awards that qualify as performance-based compensation. Under the terms of the 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. As of June 30, 2021 and March 31, 2021 there were 500,415 shares and 502,230 shares, respectively, of our common stock available for grant pursuant to the 2018 Plan. As of the date of the filing of this Quarterly Report on Form 10-Q, we had not yet solicited votes from our stockholders to approve the increase in the number of shares of our common stock available for grant pursuant to the 2018 Plan. Service-Based Stock Option Grants From August 8, 2018 through June 30, 2021, we granted service-based options to employees and consultants, pursuant to the 2018 Plan, exercisable into a total of 4,899,585 Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions Service-Based Options Option exercise price per share $ 1.08 2.75 Grant date fair market value per share $ 1.08 2.75 Expected term of option in years 6.25 Expected volatility 40.3 219.2 Expected dividend rate 0.00 Risk free interest rate 0.42 2.83 During the three months ended June 30, 2021, we granted service-based options to one employee, pursuant to the 2018 Plan, exercisable into a total of 1,815 Service-Based Options Option exercise price per share $ 1.45 2.75 Grant date fair market value per share $ 1.45 2.75 Expected term of option in years 6.25 Expected volatility 218.1 219.2 Expected dividend rate 0.00 Risk free interest rate 0.81 0.89 ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2021 (UNAUDITED) Activity under the 2018 Plan for all service-based stock options for the three months ended June 30, 2021 are as follows: Schedule of Stock Option Activity Options Outstanding Weighted- Average Exercise Price per Share Weighted- Average Remaining Contractual Term in Years Aggregate Intrinsic Value Granted 1,815 $ 2.06 10.0 - Exercised - - Cancelled or forfeited - - Options outstanding as of June 30, 2021 4,899,585 $ 1.08 8.15 $ 1,812,101 Options exercisable as of June 30, 2021 1,269,575 $ 1.08 8.15 $ 469,669 Options vested or expected to vest as of June 30, 2021 1,269,575 $ 1.08 8.15 $ 469,669 As of June 30, 2021 and March 31, 2021 there were 500,415 502,230 shares, respectively, of our common stock available for grant pursuant to the 2018 Plan. There were no options granted, exercised or cancelled/forfeited during the three months ended June 30, 2020. 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 June 30, 2021 of $ 1.45 no For the three months ended June 30, 2021 and 2020, we recorded stock-based compensation expense for service-based stock options pursuant to the 2018 Plan in the amount of $ 291,492 0 3,782,094 Performance-Based Stock Option Grants 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 75,000 525,000 In determining the fair value of the performance-based options granted Mr. Hall on September 14, 2020 and earned effective February 1, 2021, we utilized the Black-Scholes pricing model utilizing the following assumptions: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions 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 85.0 % Expected dividend rate 0.00 % Risk free interest rate 0.54 % ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2021 (UNAUDITED) Activity under the 2018 Plan for all performance-based stock options for the three months ended June 30, 2021 is as follows: Schedule of Stock Option Activity Options Outstanding Weighted- Average Exercise Price per Share Weighted- Average Remaining Contractual Term in Years Aggregate Intrinsic Value Granted - Exercised - Cancelled or forfeited - Options outstanding as of June 30, 2021 600,000 $ 1.08 9.21 $ 222,026 Options exercisable as of June 30, 2021 118,752 $ 1.08 9.21 $ 43,964 Options vested or expected to vest as of June 30, 2021 118,752 $ 1.08 9.21 $ 43,964 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 June 30, 2021 of $ 1.45 no For the three months ended June 30, 2021 and 2020, we recorded performance-based compensation expense for performance-based stock options pursuant to the 2018 Plan in the amount of $ 25,404 0 372,571 | 8. Stock-Based Compensation Stock Option Plan On August 8, 2018, the Board and stockholders holding a majority of our voting power approved the RocketFuel Blockchain, Inc., 2018 Stock Incentive Plan (the “2018 Plan”), which plan enables us to make awards that qualify as performance-based compensation. Under the terms of the 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 2,000,000 4,000,000 6,000,000 502,430 Stock Option Re-Pricing On August 8, 2018, our Board of Directors approved the grant of service-based options to purchase 500,000 3.00 10 3.00 4.00 7 40% 0.0% 2.80% 1,100,350 On March 18, 2021, our Board of Directors approved the re-pricing of the exercise price of these shares from $ 3.00 1.08 489,064 1,589,414 Service-Based Stock Option Grants In addition to the service-based option granted to Mr. Yankowitz in August 2018 exercisable into a total of 500,000 4,397,570 In determining the fair value of the service-based options granted during the fiscal year ended March 31, 2021, we utilized the Black-Scholes pricing model utilizing the following assumptions: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions Service-Based Options Option exercise price per share $ 1.08 1.32 Grant date fair market value per share $1.08 1.96 Expected term of option in years 6.25 Expected volatility 85.0% 214.5 % Expected dividend rate 0.00 % Risk free interest rate 0.42% 0.84 % ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2021 Activity under the 2018 Plan for all service-based stock options for the fiscal year ended March 31, 2021 and 2020 are as follows: Schedule of Stock Option Activity Options Outstanding Weighted- Average Exercise Price per Share Weighted- Average Remaining Contractual Term in Years Aggregate Intrinsic Value Options outstanding as of April 1, 2019 500,000 $ 1.08 9.33 $ 120,000 Granted - - Exercised - - Cancelled or forfeited - - Options outstanding as of March 31, 2020 500,000 $ 1.08 8.33 $ 120,000 Options outstanding as of March 31, 2020 500,000 $ 1.08 8.33 $ 120,000 Granted 4,397,770 $ 1.08 Exercised - - Cancelled or forfeited - - Options outstanding as of March 31, 2021 4,897,770 $ 1.08 9.63 $ 1,175,417 Options exercisable as of March 31, 2021 992,641 $ 1.08 9.63 $ 258,811 Options vested or expected to vest as of March 31, 2021 992,641 $ 1.08 9.63 $ 258,811 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 March 31, 2021 of $ 1.32 no For the fiscal years ended March 31, 2021 and 2020, we recorded stock-based compensation expense for service-based stock options pursuant to the 2018 Plan in the amount of $ 1,023,672 , inclusive of the additional stock-based compensation of $489,064 recorded in connection with the re-pricing of Mr. Yankowitz’ August 8, 2028 stock option, and $ 0 , respectively. As of March 31, 2021, we had $ 4,069,865 of unrecognized stock-based compensation cost related to service-based stock options. Performance-Based Stock Option Grants We also granted performance-based options pursuant to the 2018 Plan to Mr. Hall which are exercisable into 600,000 The Board of Directors also entered into a resolution whereby 75,000 525,000 In determining the fair value of the performance-based options granted Mr. Hall on September 14, 2020 and earned effective February 1, 2021, we utilized the Black-Scholes pricing model utilizing the following assumptions: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions 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 85.0 % Expected dividend rate 0.00 % Risk free interest rate 0.54 % ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2021 Activity under the 2018 Plan for all performance-based stock options for the fiscal year ended March 31, 2021 is as follows: Schedule of Stock Option Activity Options Outstanding Weighted-Average Exercise Price per Share Weighted-Average Remaining Contractual Term in Years Aggregate Intrinsic Value Options outstanding as of April 1, 2020 - $ - - $ - Granted 600,000 1.08 Exercised - - Cancelled or forfeited - - Options outstanding as of March 31, 2021 600,000 $ 1.08 9.83 $ 144,000 Options exercisable as of March 31, 2021 85,938 $ 1.08 9.83 $ 20,625 Options vested or expected to vest as of March 31, 2021 85,938 $ 1.08 9.83 $ 20,625 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 March 31, 2021 of $ 1.32 no For the fiscal years ended March 31, 2021, we recorded stock-based compensation expense for performance-based stock options pursuant to the 2018 Plan in the amount of $ 66,531 . As of March 31, 2021, we had $ 397,975 of unrecognized stock-based compensation cost related to performance-based stock options. There was no performance-based stock option activity during the fiscal year ended March 31, 2020. CEO Warrant On February 15, 2021, we issued a warrant to purchase 265,982 1.00 10 1.00 1.4 6.25 214.4% 0.0% 0.54% 370,131 |
Employment Agreements
Employment Agreements | 3 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Mar. 31, 2021 | |
Employment Agreements | ||
Employment Agreements | 9. Employment Agreements Gert Funk Mr. Funk has received a grant of options to purchase 500,000 The options will be issued under our 2018 Plan. The options will (i) be incentive stock options, (ii) have an exercise price equal to $ 1.08 10 He will also receive a cash bonus equal to 2.5 % of the net proceeds (i.e., adjusted for our costs) of any initial exchange offering (IEO), token generation event (TGE) or similar financing (a “Token Transaction”) completed on or before the date that is 12 months after the formal acceptance by the Board of a proposal for a Token Transaction (including a start date, milestones and responsibilities). In the event the Board decides to cancel the Token Transaction, Mr. Funk and the Board shall agree upon a mutually acceptable bonus structure in lieu of the foregoing. Peter M. Jensen Mr. Jensen’s employment agreement initially provided for a base salary of $ 7,500 20,000 2,000,000 25,000 37,500 12,500 25,000 Mr. Jensen also received a grant of options to purchase 2,393,842 The options will be issued under our 2018 Plan. The options will (i) be incentive stock options, (ii) have an exercise price equal to $ 1.08 10 Bennett J. Yankowitz Mr. Yankowitz’s employment agreement provides for a base salary of $ 5,833 7,500 500,000 The options will be issued under our 2018 Plan. The options will (i) be incentive stock options, (ii) have an exercise price equal $ 1.08 10 250,000 | 9. Employment Agreements Gert Funk Mr. Funk has received a grant of options to purchase 500,000 The options will (i) be incentive stock options, (ii) have an exercise price equal to $ 1.08 10 ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2021 He will also receive a cash bonus equal to 2.5% Peter M. Jensen Mr. Jensen’s employment agreement initially provided for a base salary of $ 7,500 20,000 2,000,000 25,000 37,500 12,500 25,000 Mr. Jensen also received a grant of options to purchase 2,393,842 The options will (i) be incentive stock options, (ii) have an exercise price equal to $ 1.08 10 Bennett Yankowitz Mr. Yankowitz’s employment agreement provides for a base salary of $ 5,833 7,500 500,000 The options will (i) be incentive stock options, (ii) have an exercise price equal $ 1.08 10 250,000 |
Legal Proceedings
Legal Proceedings | 3 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Legal Proceedings | 11. Legal Proceedings Other than as set forth below, we are not the subject of any pending legal proceedings; and to the knowledge of management, no proceedings are presently contemplated against us by any federal, state or local governmental agency. Further, to the knowledge of management, no director or executive officer is party to any action in which any has an interest adverse to us. On October 8, 2020, we filed a lawsuit in the 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 are seeking injunctive and declaratory relief as well as damages of at least $ 5.1 million. On May 29, 2019, Mr. Page resigned from our board. 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 are 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 we acquired RBC in exchange for shares of our Common Stock. Mr. Page has filed an answer denying our clams and has asserted cross- and counterclaims against us and several of our shareholders alleging breach of contract and fraud. Mr. Page is seeking damages and declaratory relief. We intend to vigorously contest these allegations. 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. | 10. Legal Proceedings Other than as set forth below, we are not the subject of any pending legal proceedings; and to the knowledge of management, no proceedings are presently contemplated against us by any federal, state or local governmental agency. Further, to the knowledge of management, no director or executive officer is party to any action in which any has an interest adverse to us. On October 8, 2020, we filed a lawsuit in the 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. ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2021 We are seeking injunctive and declaratory relief as well as damages of at least $ 5.1 On March 2, 2021, we filed a lawsuit in the U.S. District Court for the Southern District of New York against Ellenhoff 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. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Mar. 31, 2021 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 12. Subsequent Events We evaluated all events or transactions that occurred after the balance sheet date through the date when we issued these financial statements and, other than the matters discussed below, we did not have any other material recognizable subsequent events during this period. Modification of G Kapital Warrant On April 26, 2021, we issued a warrant to G Kapital AsP (“G Kapital”) to purchase 1,500,000 1.50 2,250,000 1.00 100,000 Geneva Roth Convertible Note Transaction On August 4, 2021, we entered into a Securities Purchase Agreement with Geneva Roth Remark Holdings, Inc., an accredited investor (“Geneva Roth”), pursuant to which we sold Geneva Roth a convertible promissory note in the principal amount of $ 130,000 8% August 4, 2022 We have the right to prepay the Note at any time during the first 180 days the note is outstanding at the rate of (a) 110% of the unpaid principal amount of the Note plus interest, during the first 30 days the Note is outstanding, (b) 115% of the unpaid principal amount of the Note plus interest between days 31 and 60 after the issuance date of the Note, (c) 120% of the unpaid principal amount of the Note plus interest between days 61 and 150 after the issuance date of the Note, and (d) 125% of the unpaid principal amount of the Note plus interest between days 151 and 180 after the issuance date of the Note. The Note may not be prepaid after the 180th day following the issuance date. Geneva Roth may in its option, at any time beginning 180 days after the date of the Note, convert the outstanding principal and interest on the Note into shares of our common stock at a conversion price per share equal to 65% of the lowest daily volume weighted average price (“VWAP”) of our common stock during the 10 days 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. The Note provides for standard and customary events of default such as failing to timely make payments under the Note when due, our failure to timely comply with the Securities Exchange Act of 1934, as amended, reporting requirements and the failure to maintain a listing on the OTC Markets. The interest rate on the Note increases to 22% upon the occurrence of an event of default. The Note also contains customary positive and negative covenants. The Note includes penalties and damages payable to Geneva Roth in the event we do not comply with the terms of the Note, including in the event we do not issue shares of common stock to Geneva Roth upon conversion of the Note within the time periods set forth therein. Additionally, upon the occurrence of certain defaults, as described in the Note, we are required to pay Geneva Roth liquidated damages in addition to the amount owed under the Note (including in some cases up to 200% of the amount of the Note and in other cases the value of the shares which Geneva Roth could have been issued upon the full conversion of the Note after including default fees equal to 150% of the amount of the Note). The Note includes a most favored nations provision which allows Geneva Roth the right to modify the Note to provide for any more favorable terms offered in any future financing transaction, subject to certain limited exceptions. At no time may the Note be converted into shares of our common stock if such conversion would result in Geneva Roth and its affiliates owning an aggregate of in excess of 4.99% We hope to repay the Geneva Roth Note prior to any conversion. In the event that the Note is not repaid in cash in its entirety, our shareholders may suffer significant dilution if, and to the extent that, the balance of the Note is converted into common stock. | 11. Subsequent Events We evaluated all events or transactions that occurred after the balance sheet date through the date when we issued these financial statements and, other than the issuance of common stock as further described below, we did not have any material recognizable subsequent events during this period. On May 1, 2020, the Company issued a warrant to purchase 1,500,000 1.00 1,100,000 1,000,000 1,000,000 100,000 100,000 400,000 400,000 On May 4, 2021, Triton Funds LP exercised warrants to purchase 50,000 82,500 On August 4, 2021, we entered into a Securities Purchase Agreement with Geneva Roth Remark Holdings, Inc., an accredited investor (“Geneva Roth”), pursuant to which we sold Geneva Roth a convertible promissory note in the principal amount of $ 130,000 8% August 4, 2022 We have the right to prepay the Note at any time during the first 180 days the note is outstanding at the rate of (a) 110% of the unpaid principal amount of the Note plus interest, during the first 30 days the Note is outstanding, (b) 115% of the unpaid principal amount of the Note plus interest between days 31 and 60 after the issuance date of the Note, (c) 120% of the unpaid principal amount of the Note plus interest between days 61 and 150 after the issuance date of the Note, and (d) 125% of the unpaid principal amount of the Note plus interest between days 151 and 180 after the issuance date of the Note. The Note may not be prepaid after the 180th day following the issuance date. Geneva Roth may in its option, at any time beginning 180 days after the date of the Note, convert the outstanding principal and interest on the Note into shares of our common stock at a conversion price per share equal to 65% of the lowest daily volume weighted average price (“VWAP”) of our common stock during the 10 days 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. At no time may the Note be converted into shares of our common stock if such conversion would result in Geneva Roth and its affiliates owning an aggregate of in excess of 4.99% |
Interim Financial Statements an
Interim Financial Statements and Basis of Presentation | 3 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Interim Financial Statements and Basis of Presentation | 2. Interim Financial Statements and Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information pursuant to Rule 8-03 of Regulation S-X. Accordingly, these unaudited condensed financial statements do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments (consisting only of normal recurring adjustments), which we consider necessary, for a fair presentation of those financial statements. The results of operations and cash flows for the three months ended June 30, 2021 may not necessarily be indicative of results that may be expected for any succeeding quarter or for the entire fiscal year. These condensed financial statements should be read in conjunction with our audited financial statements as of March 31, 2021 as filed with the Securities and Exchange Commission (the “SEC”) on July 22, 2021. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments, which are evaluated on an ongoing basis, and that affect the amounts reported in our unaudited condensed financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the amounts of revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and judgments. 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. Our significant accounting policies are described in Note 3 to the audited financial statements as of March 31, 2021 which are included in our Annual Report on Form 10-K as filed with the SEC on July 22, 2021. |
New Accounting Pronouncements
New Accounting Pronouncements | 3 Months Ended |
Jun. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Pronouncements | 4. New Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on our accounting and reporting. We believe that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on our accounting or reporting or that such impact will not be material to our financial position, results of operations and cash flows when implemented. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). |
Use of Accounting Estimates | Use of Accounting Estimates The preparation of these financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management’s estimates are based on the facts and circumstances available at the time estimates are made, past historical experience, risk of loss, general economic conditions and trends and management’s assessments of the probable future outcome of these matters. Consequently, actual results could differ from such estimates. |
Reclassifications | Reclassifications 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on our accounting and reporting. We believe that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on our accounting or reporting or that such impact will not be material to our financial position, results of operations and cash flows when implemented. |
Cash and Cash Equivalents | Cash and Cash Equivalents 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. At March 31, 2021 we had $ 800,331 7,838 |
Revenue Recognition | Revenue Recognition During March 2021 we commenced commercial operations and executed a contract with one customer having a one-year term from the date of execution (the “Contract Term”), which was March 31, 2021, that provided for the payment of $ 10,000 in connection with the implementation of our blockchain technology. In addition, the Contract Term provided for transaction processing using our blockchain technology with no fees during the Contract Term as an inducement to adopt our blockchain technology. We recorded the $ 10,000 During the fiscal year ended March 31, 2020, we did not generate any revenue and had not yet commenced commercial operations. We anticipate that future revenues will be generated from (i) fees charged in connection with the implementation of our blockchain technology; and (ii) ongoing daily transactional fees derived as a negotiated percentage of the transactional revenues earned by our merchant customers. Our revenue recognition policy follows the guidance from Accounting Standards Codification (“ASC”) 606, “Revenue Recognition,” and Accounting Standards Update No. 2014-09 Revenue from Contracts with Customers (Topic 606) which provides guidance on the recognition, presentation, and disclosure of revenue in financial statements. We recognize revenues when all of the following criteria are satisfied: (i) persuasive evidence of an arrangement exists; (ii) the price is fixed or determinable; (iii) collectability is reasonably assured; and (iv) the service has been performed or the product has been delivered. 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. In April 2016, the FASB issued “ASU 2016 - 10 Revenue from Contract with Customers (Topic 606): identifying Performance Obligations and Licensing.” The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments in this Update are intended to render more detailed implementation guidance with the expectation to reduce the degree of judgement necessary to comply with Topic 606. The amendments in this Update affect the guidance in ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which is not yet effective. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements in Topic 606 (and any other Topic amended by Update 2014-09). ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year. We are currently evaluating the impact that this updated guidance will have on our results of operations, cash flows or financial condition. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments We follow Accounting Standards Codification 820-10 (“ASC 820-10”), “Fair Value Measurements and Disclosures,” ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2021 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. |
Income Taxes | Income Taxes The provision for income taxes includes federal, state, local and foreign taxes. Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences of temporary differences between the financial statement carrying amounts and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be recovered or settled. We evaluate the realizability of our deferred tax assets and establish a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized. We account for uncertain tax positions using a “more-likely-than-not” threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. We evaluate this tax position on a quarterly basis. We also accrue for potential interest and penalties, if applicable, related to unrecognized tax benefits in income tax expense. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation is measured at the grant date based on the estimated fair value of the award and is recognized as an expense over the requisite service period. The valuation of employee stock options is an inherently subjective process, since market values are generally not available for long-term, non-transferable employee stock options. Accordingly, the Black-Scholes option pricing model is utilized to derive an estimated fair value. The Black-Scholes pricing model requires the consideration of the following six variables for purposes of estimating fair value: ● the stock option exercise price; ● the expected term of the option; ● the grant date price of our common stock, which is issuable upon exercise of the option; ● the expected volatility of our common stock; ● the expected dividends on our common stock (we do not anticipate paying dividends in the foreseeable future); and ● the risk free interest rate for the expected option term. Expected Dividends zero to calculate the grant-date fair value of a stock option. Expected Volatility Risk-Free Interest Rate Expected Term Stock Option Exercise Price and Grant Date Price of Common Stock We are required to estimate the level of award forfeitures expected to occur and record compensation expense only for those awards that are ultimately expected to vest. This requirement applies to all awards that are not yet vested. Due to the limited number of unvested options outstanding, the majority of which are held by executives and members of our Board of Directors, we have estimated a zero forfeiture rate. We will revisit this assumption periodically and as changes in the composition of the option pool dictate. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share Basic loss per common share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is based upon the weighted-average common shares outstanding during the period plus additional weighted-average common equivalent shares outstanding during the period. Common equivalent shares result from the assumed exercise of outstanding stock options and warrants, the proceeds of which are then assumed to have been used to repurchase outstanding common stock using the treasury stock method. In addition, the numerator is adjusted for any changes in income that would result from the assumed conversion of potential shares. There were no potentially dilutive shares which would have the effect of being antidilutive. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | Reconciliation between our effective tax rate and the United States statutory rate is as follows: Schedule of Effective Income Tax Rate Reconciliation Year Ended March 31, 2021 Year Ended March 31, 2020 Expected federal tax rate 21.0 % 21.0 % Change in valuation allowance (21.0 )% (21.0 )% Effective tax rate 0.0 % 0.0 % |
Schedule of Deferred Tax Assets and Liabilities | Significant components of our deferred tax assets consist of the following: Schedule of Deferred Tax Assets and Liabilities March 31, 2021 March 31, 2020 Net operating loss carryforwards $ 283,854 $ 128,193 Valuation allowance (283,854 ) (128,193 ) Net deferred tax assets $ - $ - |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Mar. 31, 2021 | |
Service Based Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions Service-Based Options Option exercise price per share $ 1.08 2.75 Grant date fair market value per share $ 1.08 2.75 Expected term of option in years 6.25 Expected volatility 40.3 219.2 Expected dividend rate 0.00 Risk free interest rate 0.42 2.83 During the three months ended June 30, 2021, we granted service-based options to one employee, pursuant to the 2018 Plan, exercisable into a total of 1,815 Service-Based Options Option exercise price per share $ 1.45 2.75 Grant date fair market value per share $ 1.45 2.75 Expected term of option in years 6.25 Expected volatility 218.1 219.2 Expected dividend rate 0.00 Risk free interest rate 0.81 0.89 | In determining the fair value of the service-based options granted during the fiscal year ended March 31, 2021, we utilized the Black-Scholes pricing model utilizing the following assumptions: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions Service-Based Options Option exercise price per share $ 1.08 1.32 Grant date fair market value per share $1.08 1.96 Expected term of option in years 6.25 Expected volatility 85.0% 214.5 % Expected dividend rate 0.00 % Risk free interest rate 0.42% 0.84 % |
Schedule of Stock Option Activity | Activity under the 2018 Plan for all service-based stock options for the three months ended June 30, 2021 are as follows: Schedule of Stock Option Activity Options Outstanding Weighted- Average Exercise Price per Share Weighted- Average Remaining Contractual Term in Years Aggregate Intrinsic Value Granted 1,815 $ 2.06 10.0 - Exercised - - Cancelled or forfeited - - Options outstanding as of June 30, 2021 4,899,585 $ 1.08 8.15 $ 1,812,101 Options exercisable as of June 30, 2021 1,269,575 $ 1.08 8.15 $ 469,669 Options vested or expected to vest as of June 30, 2021 1,269,575 $ 1.08 8.15 $ 469,669 | Activity under the 2018 Plan for all service-based stock options for the fiscal year ended March 31, 2021 and 2020 are as follows: Schedule of Stock Option Activity Options Outstanding Weighted- Average Exercise Price per Share Weighted- Average Remaining Contractual Term in Years Aggregate Intrinsic Value Options outstanding as of April 1, 2019 500,000 $ 1.08 9.33 $ 120,000 Granted - - Exercised - - Cancelled or forfeited - - Options outstanding as of March 31, 2020 500,000 $ 1.08 8.33 $ 120,000 Options outstanding as of March 31, 2020 500,000 $ 1.08 8.33 $ 120,000 Granted 4,397,770 $ 1.08 Exercised - - Cancelled or forfeited - - Options outstanding as of March 31, 2021 4,897,770 $ 1.08 9.63 $ 1,175,417 Options exercisable as of March 31, 2021 992,641 $ 1.08 9.63 $ 258,811 Options vested or expected to vest as of March 31, 2021 992,641 $ 1.08 9.63 $ 258,811 |
Performance Based Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | In determining the fair value of the performance-based options granted Mr. Hall on September 14, 2020 and earned effective February 1, 2021, we utilized the Black-Scholes pricing model utilizing the following assumptions: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions 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 85.0 % Expected dividend rate 0.00 % Risk free interest rate 0.54 % | In determining the fair value of the performance-based options granted Mr. Hall on September 14, 2020 and earned effective February 1, 2021, we utilized the Black-Scholes pricing model utilizing the following assumptions: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions 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 85.0 % Expected dividend rate 0.00 % Risk free interest rate 0.54 % |
Schedule of Stock Option Activity | Activity under the 2018 Plan for all performance-based stock options for the three months ended June 30, 2021 is as follows: Schedule of Stock Option Activity Options Outstanding Weighted- Average Exercise Price per Share Weighted- Average Remaining Contractual Term in Years Aggregate Intrinsic Value Granted - Exercised - Cancelled or forfeited - Options outstanding as of June 30, 2021 600,000 $ 1.08 9.21 $ 222,026 Options exercisable as of June 30, 2021 118,752 $ 1.08 9.21 $ 43,964 Options vested or expected to vest as of June 30, 2021 118,752 $ 1.08 9.21 $ 43,964 | Activity under the 2018 Plan for all performance-based stock options for the fiscal year ended March 31, 2021 is as follows: Schedule of Stock Option Activity Options Outstanding Weighted-Average Exercise Price per Share Weighted-Average Remaining Contractual Term in Years Aggregate Intrinsic Value Options outstanding as of April 1, 2020 - $ - - $ - Granted 600,000 1.08 Exercised - - Cancelled or forfeited - - Options outstanding as of March 31, 2021 600,000 $ 1.08 9.83 $ 144,000 Options exercisable as of March 31, 2021 85,938 $ 1.08 9.83 $ 20,625 Options vested or expected to vest as of March 31, 2021 85,938 $ 1.08 9.83 $ 20,625 |
Business (Details Narrative)
Business (Details Narrative) - $ / shares | Jun. 27, 2018 | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Common Stock, Shares, Issued | 24,988,416 | 24,438,416 | 22,809,666 | |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | |
Contribution Agreement [Member] | B4MC Gold Mines, Inc. [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Stock issued and outstanding percent | 100.00% | |||
Common Stock, Shares, Issued | 17,001,312 | |||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |||
Equity Method Investment, Ownership Percentage | 100.00% |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Jul. 01, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Net loss | $ 1,204,591 | $ 97,360 | $ 2,363,582 | $ 125,039 | |
Stock-based compensation | (316,896) | (1,622,335) | |||
Net Cash Provided by (Used in) Operating Activities | 876,340 | $ 97,233 | 636,257 | $ 132,898 | |
Subscription Agreement [Member] | Subsequent Event [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Proceeds from warrant exercises | $ 582,500 | ||||
Subscription Agreement [Member] | Private Placement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Proceeds from private placement | $ 582,500 | 1,428,750 | |||
Placement agent fees | $ 50,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | |
Entity Listings [Line Items] | |||
Cash | $ 506,491 | $ 800,331 | $ 7,838 |
Deferred revenue | 10,000 | $ 10,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 0.00% | ||
Blockchain Technology [Member] | |||
Entity Listings [Line Items] | |||
Revenue | $ 10,000 | $ 10,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | May 31, 2021 | |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||
Legal Fees | $ 24,160 | $ 5,503 | $ 100,349 | $ 7,003 | |
Due to Related Parties, Current | $ 16,330 | $ 35,475 | $ 5,503 | ||
Executive Chairman [Member] | |||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||
Due to affiliate | $ 3,000 |
Deferred Revenue (Details Narra
Deferred Revenue (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Entity Listings [Line Items] | ||||
Deferred revenue | $ 10,000 | $ 10,000 | ||
Revenue | 2,500 | |||
Deferred revenue | 17,500 | 10,000 | ||
Blockchain Technology [Member] | ||||
Entity Listings [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 10,000 | $ 10,000 |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate Reconciliation (Details) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Expected federal tax rate | 21.00% | 21.00% | 21.00% | 21.00% |
Change in valuation allowance | (21.00%) | (21.00%) | ||
Effective tax rate | 0.00% | 0.00% |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 283,854 | $ 128,193 |
Valuation allowance | (283,854) | (128,193) |
Net deferred tax assets |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||||
Percentage of valuation allowance | 100.00% | |||
Operating Loss Carryforwards | $ 283,854 | $ 128,193 | ||
Federal net operating loss carryforwards expire | The federal net operating loss carryforwards will expire at various dates through 2041. | |||
Income Tax Examination, Description | Effective in 2018, the Tax Act reduces the U.S. statutory tax rate from 35% to 21% and creates new taxes on certain foreign-sourced earnings and certain related-party payments, which are referred to as the global intangible low-taxed income tax and the base erosion tax, respectively | |||
Income tax statutory rate | 21.00% | 21.00% | 21.00% | 21.00% |
Income taxes percentage on accumulated foreign subsidiary earnings | 15.50% | |||
Income taxes percentage on accumulated foreign subsidiary remaining earnings | 8.00% | |||
Internal Revenue Service (IRS) [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Ownership interest description | Our net operating loss carryforwards are subject to review and possible adjustment by the Internal Revenue Service and are subject to certain limitations in the event of cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50% |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Details Narrative) - USD ($) | May 05, 2021 | May 04, 2021 | Feb. 25, 2021 | Aug. 24, 2020 | Apr. 29, 2020 | Feb. 13, 2020 | Jan. 09, 2020 | Sep. 03, 2019 | Apr. 30, 2021 | Jul. 01, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2021 | Aug. 20, 2021 | Aug. 06, 2021 | Feb. 15, 2021 | May 01, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 582,500 | $ 478,750 | $ 1,428,750 | $ 121,250 | ||||||||||||||||
Warrants to purchase common stock | 1,500,000 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | |||||||||||||||||||
Warrant maturity date | Apr. 30, 2021 | |||||||||||||||||||
Common stock, shares outstanding | 24,988,416 | 24,438,416 | 24,438,416 | 22,809,666 | 24,988,416 | |||||||||||||||
Common stock, shares issued | 24,988,416 | 24,438,416 | 24,438,416 | 22,809,666 | 24,988,416 | |||||||||||||||
Common stock value issued for service | $ 162,000 | |||||||||||||||||||
Triton Funds L P [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Proceeds from exercise of warrants | $ 82,500 | |||||||||||||||||||
Ownership interest exchange, percentage | 4.99% | 4.99% | 4.99% | 4.99% | ||||||||||||||||
Class of Warrant or Right Number of Warrants Exercise | 50,000 | |||||||||||||||||||
Triton Fund L P [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Administrative fee | $ 15,000 | |||||||||||||||||||
Subsequent Event [Member] | Triton Funds L P [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Number of warrant purchase shares | 50,000 | |||||||||||||||||||
Proceeds from exercise of warrants | $ 82,500 | |||||||||||||||||||
Second Warrant [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Warrants to purchase common stock | 1,500,000 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | |||||||||||||||||||
Warrant term | 12 months | |||||||||||||||||||
Second Warrant [Member] | Forecast [Member] | Minimum [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Warrants to purchase common stock | 100,000 | |||||||||||||||||||
Second Warrant [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Warrants to purchase common stock | 2,250,000 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | |||||||||||||||||||
Subscription Agreement [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 478,750 | |||||||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 478,750 | |||||||||||||||||||
Sale of stock price per share | $ 1 | |||||||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 478,750 | |||||||||||||||||||
Subscription Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Proceeds from exercise of warrants | $ 582,500 | |||||||||||||||||||
Subscription Agreement [Member] | Private Placement [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 500,000 | |||||||||||||||||||
Private placement fee amount paid | $ 50,000 | |||||||||||||||||||
Common Stock Purchase Agreement [Member] | Triton Funds L P [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 1,000,000 | |||||||||||||||||||
Sale of stock price per share | $ 1.65 | $ 1.65 | ||||||||||||||||||
Sale of stock | $ 500,000 | $ 500,000 | ||||||||||||||||||
Closing price percentage | 80.00% | |||||||||||||||||||
Stock Purchase Agreement [Member] | Triton Warrant [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Sale of stock price per share | $ 1.65 | $ 1.65 | $ 1.65 | $ 1.65 | ||||||||||||||||
Number of warrant purchase shares | 800,000 | 800,000 | 800,000 | 800,000 | ||||||||||||||||
Closing price percentage | 80.00% | 80.00% | ||||||||||||||||||
Private Investor [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Common stock shares issued for service | 100,000 | |||||||||||||||||||
Shares issued price per share | $ 1 | |||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 11,250 | 10,000 | ||||||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 11,250 | $ 10,000 | ||||||||||||||||||
Warrant Holder [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 1,000,000 | 1,000,000 | ||||||||||||||||||
Warrants to purchase common stock | 1,100,000 | 1,100,000 | ||||||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||||
Stock issued on exercise of warrants,shares | 100,000 | 100,000 | ||||||||||||||||||
Stock issued of warrant exercise | $ 100,000 | $ 100,000 | ||||||||||||||||||
Number of warrant purchase shares | 400,000 | |||||||||||||||||||
Proceeds from exercise of warrants | $ 400,000 | |||||||||||||||||||
Warrant Holder [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Number of warrant purchase shares | 400,000 | |||||||||||||||||||
Proceeds from exercise of warrants | $ 400,000 | |||||||||||||||||||
Consultant [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Common stock shares issued for service | 150,000 | |||||||||||||||||||
Shares issued price per share | $ 1.08 | |||||||||||||||||||
Common stock value issued for service | $ 162,000 | |||||||||||||||||||
Employees Directors And Consultants [Member] | Two Thousand Eighteen Stock Incentive Plan [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 5,499,585 | |||||||||||||||||||
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 1.08 | $ 1.08 | ||||||||||||||||||
Chief Executive Officier [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | |||||||||||||||||||
Number of warrant purchase shares | 265,982 |
Schedule of Share-based Payment
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Mar. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Expected volatility | 0.00% | |
Service Based Options [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Expected term of option in years | 6 years 3 months | |
Expected dividend rate | 0.00% | |
Service Based Options [Member] | Employees and Consultants [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Expected term of option in years | 6 years 3 months | |
Expected dividend rate | 0.00% | |
Service Based Options [Member] | Employees [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Expected term of option in years | 6 years 3 months | |
Expected dividend rate | 0.00% | |
Service Based Options [Member] | Minimum [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Option exercise price per share | $ 1.08 | |
Grant date fair market value per share | $ 1.08 | |
Expected volatility | 85.00% | |
Risk free interest rate | 0.42% | |
Service Based Options [Member] | Minimum [Member] | Employees and Consultants [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Option exercise price per share | $ 1.08 | |
Grant date fair market value per share | $ 1.08 | |
Expected volatility | 40.30% | |
Risk free interest rate | 0.42% | |
Service Based Options [Member] | Minimum [Member] | Employees [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Option exercise price per share | $ 1.45 | |
Grant date fair market value per share | $ 1.45 | |
Expected volatility | 218.10% | |
Risk free interest rate | 0.81% | |
Service Based Options [Member] | Maximum [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Option exercise price per share | $ 1.32 | |
Grant date fair market value per share | $ 1.96 | |
Expected volatility | 214.50% | |
Risk free interest rate | 0.84% | |
Service Based Options [Member] | Maximum [Member] | Employees and Consultants [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Option exercise price per share | $ 2.75 | |
Grant date fair market value per share | $ 2.75 | |
Expected volatility | 219.20% | |
Risk free interest rate | 2.83% | |
Service Based Options [Member] | Maximum [Member] | Employees [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Option exercise price per share | $ 2.75 | |
Grant date fair market value per share | $ 2.75 | |
Expected volatility | 219.20% | |
Risk free interest rate | 0.89% | |
Performance Based Options [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Option exercise price per share | $ 1.08 | $ 1.08 |
Grant date fair market value per share | $ 1.08 | $ 1.08 |
Expected term of option in years | 6 years 3 months | 6 years 3 months |
Expected volatility | 85.00% | 85.00% |
Expected dividend rate | 0.00% | 0.00% |
Risk free interest rate | 54.00% | 0.54% |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | |
Service Based Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Option Outstanding, Number Beginning Balance | 4,897,770 | 500,000 | 500,000 |
Weighted Average Exercise Price Per Share, Number, Beginning Balance | $ 1.08 | $ 1.08 | $ 1.08 |
Weighted Average Remaining Contractual Term in Years, Beginning Balance | 10 years | 8 years 3 months 29 days | 9 years 3 months 29 days |
Aggregate Intrinsic Value, Beginning Balance | $ 1,175,417 | $ 120,000 | $ 120,000 |
Option Outstanding, Granted | 1,815 | 4,397,770 | |
Weighted Average Exercise Price Per Share, Granted | $ 2.06 | $ 1.08 | |
Option Outstanding, Exercised | |||
Weighted Average Exercise Price Per Share, Exercised | |||
Option Outstanding, Cancelled or Forfeited | |||
Weighted Average Exercise Price Per Share, Cancelled or Forfeited | |||
Option Outstanding, Number, Ending Balance | 4,899,585 | 4,897,770 | 500,000 |
Weighted Average Exercise Price Per Share, Number Ending Balance | $ 1.08 | $ 1.08 | $ 1.08 |
Weighted Average Remaining Contractual Term in Years, Ending Balance | 8 years 1 month 24 days | 9 years 7 months 17 days | 8 years 3 months 29 days |
Aggregate Intrinsic Value, Ending Balance | $ 1,812,101 | $ 1,175,417 | $ 120,000 |
Option Outstanding, Options Exercisable Ending Balance | 1,269,575 | 992,641 | |
Weighted Average Exercise Price Per Share, Options Exercisable Ending Balance | $ 1.08 | $ 1.08 | |
Weighted Average Remaining Contractual Term in Years, Options Exercisable Ending Balance | 8 years 1 month 24 days | 9 years 7 months 17 days | |
Aggregate Intrinsic Value, Options Exercisable Ending Balance | $ 469,669 | $ 258,811 | |
Option Outstanding, Vested or Expected to Vest, Ending Balance | 1,269,575 | 992,641 | |
Weighted Average Exercise Price Per Share, Vested or Expected to Vest Ending Balance | $ 1.08 | $ 1.08 | |
Weighted Average Remaining Contractual Term in Years, Options | 8 years 1 month 24 days | 9 years 7 months 17 days | |
Aggregate Intrinsic Value Options Options Vested or Expected to Vest Ending Balance | $ 469,669 | $ 258,811 | |
Aggregate Intrinsic Value, granted | |||
Performance Based Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Option Outstanding, Number Beginning Balance | 600,000 | ||
Weighted Average Exercise Price Per Share, Number, Beginning Balance | $ 1.08 | ||
Weighted Average Remaining Contractual Term in Years, Beginning Balance | 0 years | ||
Aggregate Intrinsic Value, Beginning Balance | $ 144,000 | ||
Option Outstanding, Granted | 600,000 | ||
Weighted Average Exercise Price Per Share, Granted | $ 1.08 | ||
Option Outstanding, Exercised | |||
Weighted Average Exercise Price Per Share, Exercised | |||
Option Outstanding, Cancelled or Forfeited | |||
Weighted Average Exercise Price Per Share, Cancelled or Forfeited | |||
Option Outstanding, Number, Ending Balance | 600,000 | 600,000 | |
Weighted Average Exercise Price Per Share, Number Ending Balance | $ 1.08 | $ 1.08 | |
Weighted Average Remaining Contractual Term in Years, Ending Balance | 9 years 2 months 15 days | 9 years 9 months 29 days | |
Aggregate Intrinsic Value, Ending Balance | $ 222,026 | $ 144,000 | |
Option Outstanding, Options Exercisable Ending Balance | 118,752 | 85,938 | |
Weighted Average Exercise Price Per Share, Options Exercisable Ending Balance | $ 1.08 | $ 1.08 | |
Weighted Average Remaining Contractual Term in Years, Options Exercisable Ending Balance | 9 years 2 months 15 days | 9 years 9 months 29 days | |
Aggregate Intrinsic Value, Options Exercisable Ending Balance | $ 43,964 | $ 20,625 | |
Option Outstanding, Vested or Expected to Vest, Ending Balance | 118,752 | 85,938 | |
Weighted Average Exercise Price Per Share, Vested or Expected to Vest Ending Balance | $ 1.08 | $ 1.08 | |
Weighted Average Remaining Contractual Term in Years, Options | 9 years 2 months 15 days | 9 years 9 months 29 days | |
Aggregate Intrinsic Value Options Options Vested or Expected to Vest Ending Balance | $ 43,964 | $ 20,625 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | Mar. 18, 2021 | Feb. 15, 2021 | Aug. 08, 2018 | Mar. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | Sep. 15, 2020 | May 01, 2020 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||
Expected volatility | 0.00% | ||||||||||
Stock-based compensation | $ 316,896 | $ 1,622,335 | |||||||||
Warrants to purchase common stock | 1,500,000 | ||||||||||
Warrant exercise price | $ 1 | ||||||||||
Warrant [Member] | |||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||
Stock option exercise price | $ 1 | ||||||||||
Expected term of option | 6 years 3 months | ||||||||||
Expected volatility | 214.40% | ||||||||||
Expected dividend rate | 0.00% | ||||||||||
Risk-free interest rate | 0.54% | ||||||||||
Stock-based compensation | $ 370,131 | ||||||||||
Fair market value of our common stock | $ 1.4 | ||||||||||
Service Based Options [Member] | |||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||
Options term | 10 years | 8 years 3 months 29 days | 9 years 3 months 29 days | ||||||||
Number of options granted | 1,815 | 4,397,770 | |||||||||
Exercise Price per share | $ 2.06 | $ 1.08 | |||||||||
Option exercisable term | 8 years 1 month 24 days | 9 years 7 months 17 days | |||||||||
Expected term of option | 6 years 3 months | ||||||||||
Expected dividend rate | 0.00% | ||||||||||
Stock-based compensation | $ 291,492 | $ 1,023,672 | |||||||||
Number of stock option exercisable | 992,641 | 1,269,575 | 992,641 | ||||||||
Exercise Price per share | $ 1.32 | $ 1.32 | |||||||||
Option outstanding, exercised | |||||||||||
Unrecognized stock-based compensation | $ 4,069,865 | $ 3,782,094 | $ 4,069,865 | ||||||||
Performance Based Options [Member] | |||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||
Options term | 0 years | ||||||||||
Number of options granted | 600,000 | ||||||||||
Exercise Price per share | $ 1.08 | ||||||||||
Option exercisable term | 9 years 2 months 15 days | 9 years 9 months 29 days | |||||||||
Fair market value of our common stock | $ 1.08 | $ 1.08 | $ 1.08 | ||||||||
Expected term of option | 6 years 3 months | 6 years 3 months | |||||||||
Expected volatility | 85.00% | 85.00% | |||||||||
Expected dividend rate | 0.00% | 0.00% | |||||||||
Risk-free interest rate | 54.00% | 0.54% | |||||||||
Stock-based compensation | $ 66,531 | ||||||||||
Number of stock option exercisable | 85,938 | 118,752 | 85,938 | ||||||||
Exercise Price per share | $ 1.32 | $ 1.45 | $ 1.32 | ||||||||
Option outstanding, exercised | |||||||||||
Unrecognized stock-based compensation | $ 397,975 | $ 397,975 | |||||||||
Number of stock option vesting | 75,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | 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. | ||||||||||
Performance Based Options [Member] | February Two Thousand Twenty One [Member] | |||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||
Number of stock option vesting | 525,000 | ||||||||||
Maximum [Member] | Service Based Options [Member] | |||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||
Fair market value of our common stock | $ 1.32 | $ 1.32 | |||||||||
Expected volatility | 214.50% | ||||||||||
Risk-free interest rate | 0.84% | ||||||||||
Minimum [Member] | Service Based Options [Member] | |||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||
Fair market value of our common stock | $ 1.08 | $ 1.08 | |||||||||
Expected volatility | 85.00% | ||||||||||
Risk-free interest rate | 0.42% | ||||||||||
Mr Bennett J Yankowitz [Member] | |||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||
Options term | 10 years | ||||||||||
Number of options granted | 500,000 | ||||||||||
Exercise Price per share | $ 1.08 | ||||||||||
Chief Executive Officer [Member] | Warrant [Member] | |||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||
Warrants to purchase common stock | 265,982 | ||||||||||
Warrant exercise price | $ 1 | ||||||||||
Warrant term | 10 years | ||||||||||
Two Thousand Eighteen Plan [Member] | |||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||
Options term | 10 years | ||||||||||
Number of common shares reserved for future issuance | 2,000,000 | ||||||||||
Number of shares available for grant | 6,000,000 | 502,230 | 500,415 | 502,230 | 4,000,000 | ||||||
Number of shares available for grant | 502,430 | 502,430 | |||||||||
Exercise Price per share | $ 3 | ||||||||||
Option exercisable term | 10 years | ||||||||||
Stock option exercise price | $ 3 | ||||||||||
Fair market value of our common stock | $ 4 | ||||||||||
Expected term of option | 7 years | ||||||||||
Expected volatility | 40.00% | ||||||||||
Expected dividend rate | 0.00% | ||||||||||
Risk-free interest rate | 2.80% | ||||||||||
Stock-based compensation | $ 0 | $ 489,064 | $ 0 | $ 1,100,350 | |||||||
Amortized stock based compensation | $ 1,589,414 | $ 1,589,414 | |||||||||
Two Thousand Eighteen Plan [Member] | Service Based Options [Member] | |||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||
Number of stock option exercisable | 4,397,570 | 4,397,570 | |||||||||
Option outstanding, exercised | 0 | 0 | 0 | ||||||||
Two Thousand Eighteen Plan [Member] | Performance Based Options [Member] | |||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||
Stock-based compensation | $ 0 | ||||||||||
Option outstanding, exercised | 0 | 0 | |||||||||
Two Thousand Eighteen Plan [Member] | Maximum [Member] | |||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||
Exercise Price per share | $ 3 | ||||||||||
Two Thousand Eighteen Plan [Member] | Minimum [Member] | |||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||
Exercise Price per share | $ 1.08 | ||||||||||
Two Thousand Eighteen Plan [Member] | Mr Bennett J Yankowitz [Member] | |||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||
Number of options granted | 500,000 | ||||||||||
Two Thousand Eighteen Plan [Member] | Mr Bennett J Yankowitz [Member] | Service Based Options [Member] | |||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||
Number of stock option exercisable | 500,000 | 500,000 | |||||||||
Two Thousand Eighteen Plan [Member] | Mr Hall [Member] | Performance Based Options [Member] | |||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||
Number of stock option exercisable | 600,000 | 600,000 | |||||||||
Two Thousand Eighteen Plan [Member] | Rohan Hall [Member] | Performance Based Options [Member] | |||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||
Number of stock option exercisable | 600,000 | ||||||||||
Two Thousand Eighteen [Member] | |||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||
Number of common shares reserved for future issuance | 502,230 | 500,415 | 502,230 | ||||||||
Exercise Price per share | $ 1.45 | ||||||||||
Two Thousand Eighteen [Member] | Performance Based Options [Member] | |||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||
Stock-based compensation | $ 25,404 | ||||||||||
Unrecognized stock-based compensation | $ 372,571 | ||||||||||
Two Thousand Eighteen [Member] | Service Based Stock Options To Employees And Consultants [Member] | |||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||
Number of stock option exercisable | 4,899,585 | ||||||||||
Two Thousand Eighteen [Member] | Service Based Stock Options To Employees [Member] | |||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||
Number of stock option exercisable | 1,815 |
Employment Agreements (Details
Employment Agreements (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||
Accounts payable and accrued expenses | $ 144,830 | $ 232,830 | $ 144,830 | $ 64,812 |
Gert Funk [Member] | ||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||
Number of options granted | 500,000 | 500,000 | ||
Stock option description | The options will be issued under our 2018 Plan. The options will (i) be incentive stock options, (ii) have an exercise price equal to $1.08 per share, which is the fair market value per share of our Common Stock on March 15, 2021, as determined by an independent valuation by a qualified appraiser, (iii) have a term of 10 years, (iv) vest and become exercisable as to 1/48th of the shares subject to the options on the 15th day of each calendar month during the term of his employment agreement, commencing on April 15, 2021, (v) be subject to the exercise, forfeiture and termination provisions set forth in the Plan and (vi) otherwise be evidenced by and subject to the terms of our standard form of stock option agreement. | The options will (i) be incentive stock options, (ii) have an exercise price equal to $1.08 per share, which is the fair market value per share of our Common Stock on March 15, 2021, as determined by an independent valuation by a qualified appraiser, (iii) have a term of 10 years, (iv) vest and become exercisable as to 1/48th of the shares subject to the options on the 15th day of each calendar month during the term of his employment agreement, commencing on April 15, 2021, (v) be subject to the exercise, forfeiture and termination provisions set forth in the Plan and (vi) otherwise be evidenced by and subject to the terms of our standard form of stock option agreement. | ||
Options exercise price | $ 1.08 | $ 1.08 | ||
Options term | 10 years | 10 years | ||
Cash bonus percentage | 2.50% | 2.50% | 2.50% | |
Peter M Jensen [Member] | ||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||
Number of options granted | 2,393,842 | 2,393,842 | ||
Stock option description | The options will be issued under our 2018 Plan. The options will (i) be incentive stock options, (ii) have an exercise price equal to $1.08 per share, which is the fair market value per share of our Common Stock on September 15, 2020, as determined by an independent valuation by a qualified appraiser, (iii) have a term of 10 years, (iv) vest and become exercisable as to 1/48th of the shares subject to the options on the 15th day of each calendar month during the term of his employment agreement, commencing on October 15, 2020, (v) be subject to the exercise, forfeiture and termination provisions set forth in the Plan and (vi) otherwise be evidenced by and subject to the terms of our standard form of stock option agreement. | The options will (i) be incentive stock options, (ii) have an exercise price equal to $1.08 per share, which is the fair market value per share of our Common Stock on September 15, 2020, as determined by an independent valuation by a qualified appraiser, (iii) have a term of 10 years, (iv) vest and become exercisable as to 1/48th of the shares subject to the options on the 15th day of each calendar month during the term of his employment agreement, commencing on October 15, 2020, (v) be subject to the exercise, forfeiture and termination provisions set forth in the Plan and (vi) otherwise be evidenced by and subject to the terms of our standard form of stock option agreement. | ||
Options exercise price | $ 1.08 | $ 1.08 | ||
Options term | 10 years | 10 years | ||
Performance bonus | $ 12,500 | $ 37,500 | $ 37,500 | |
Accounts payable and accrued expenses | $ 25,000 | 25,000 | ||
Peter M Jensen [Member] | Employment Agreement [Member] | ||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||
Base salary | 7,500 | 7,500 | ||
Salary per month | 20,000 | 20,000 | ||
Proceeds from Other Equity | 2,000,000 | 2,000,000 | ||
Performance bonus | $ 25,000 | $ 25,000 | ||
Mr Bennett J Yankowitz [Member] | ||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||
Number of options granted | 500,000 | |||
Stock option description | The options will be issued under our 2018 Plan. The options will (i) be incentive stock options, (ii) have an exercise price equal $1.08 per share, which is the fair market value per share of our Common Stock on March 1, 2001, as determined by an independent valuation by a qualified appraiser, (iii) have a term of 10 years, (iv) vest and become exercisable as to 1/48th of the shares subject to the options on the 1st day of each calendar month during the term of his employment agreement, commencing on April 1, 2021, (v) be subject to the exercise, forfeiture and termination provisions set forth in the Plan and (vi) otherwise be evidenced by and subject to the terms of our standard form of stock option agreement. | |||
Options exercise price | $ 1.08 | |||
Options term | 10 years | |||
Number of options vested and exercisable | 250,000 | 250,000 | 250,000 | |
Mr Bennett J Yankowitz [Member] | Employment Agreement [Member] | ||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||
Base salary | $ 5,833 | $ 5,833 | ||
Performance bonus | $ 7,500 | $ 7,500 | ||
Mr.Bennett Yankowitz [Member] | ||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||
Stock option description | The options will (i) be incentive stock options, (ii) have an exercise price equal $1.08 per share, which is the fair market value per share of our Common Stock on March 1, 2001, as determined by an independent valuation by a qualified appraiser, (iii) have a term of 10 years, (iv) vest and become exercisable as to 1/48th of the shares subject to the options on the 1st day of each calendar month during the term of his employment agreement, commencing on April 1, 2021, (v) be subject to the exercise, forfeiture and termination provisions set forth in the Plan and (vi) otherwise be evidenced by and subject to the terms of our standard form of stock option agreement. |
Legal Proceedings (Details Narr
Legal Proceedings (Details Narrative) $ in Millions | Oct. 08, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Damages sought value | $ 5.1 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Aug. 04, 2021 | May 05, 2021 | May 04, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2021 | Aug. 20, 2021 | Aug. 06, 2021 | Apr. 26, 2021 | May 01, 2020 |
Subsequent Event [Line Items] | ||||||||||
Warrants to purchase common stock | 1,500,000 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | |||||||||
Second Warrant [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrants to purchase common stock | 1,500,000 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | |||||||||
Second Warrant [Member] | Forecast [Member] | Minimum [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrants to purchase common stock | 100,000 | |||||||||
G Kapital As P [Member] | Second Warrant [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrants to purchase common stock | 1,500,000 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | |||||||||
Triton Funds L P [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Proceeds from Warrant Exercises | $ 82,500 | |||||||||
Subsequent Event [Member] | Second Warrant [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrants to purchase common stock | 2,250,000 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | |||||||||
Subsequent Event [Member] | Convertible Promissory Note [Member] | Geneva Roth Remark Holdings Inc [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 130,000 | |||||||||
Debt interst rate | 8.00% | |||||||||
Debt maturity date | Aug. 4, 2022 | |||||||||
Debt payment terms | We have the right to prepay the Note at any time during the first 180 days the note is outstanding at the rate of (a) 110% of the unpaid principal amount of the Note plus interest, during the first 30 days the Note is outstanding, (b) 115% of the unpaid principal amount of the Note plus interest between days 31 and 60 after the issuance date of the Note, (c) 120% of the unpaid principal amount of the Note plus interest between days 61 and 150 after the issuance date of the Note, and (d) 125% of the unpaid principal amount of the Note plus interest between days 151 and 180 after the issuance date of the Note. The Note may not be prepaid after the 180th day following the issuance date. | |||||||||
Debt conversion description | Geneva Roth may in its option, at any time beginning 180 days after the date of the Note, convert the outstanding principal and interest on the Note into shares of our common stock at a conversion price per share equal to 65% of the lowest daily volume weighted average price (“VWAP”) of our common stock during the 10 days 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. | |||||||||
Debt conversion, converted instrument, rate | 4.99% | |||||||||
Subsequent Event [Member] | Triton Funds L P [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 50,000 | |||||||||
Proceeds from Warrant Exercises | $ 82,500 | |||||||||
Warrant Holder [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrants to purchase common stock | 1,100,000 | 1,100,000 | ||||||||
Number of shares issued | 1,000,000 | 1,000,000 | ||||||||
Number of shares issued, value | $ 1,000,000 | $ 1,000,000 | ||||||||
Number of shares issued for exercise of warrants | 100,000 | 100,000 | ||||||||
Number of shares issued for exercise of warrants, value | $ 100,000 | $ 100,000 | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 400,000 | |||||||||
Proceeds from Warrant Exercises | $ 400,000 | |||||||||
Warrant Holder [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 400,000 | |||||||||
Proceeds from Warrant Exercises | $ 400,000 |