Cover
Cover - shares | 9 Months Ended | |
Dec. 31, 2021 | Feb. 22, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --03-31 | |
Entity File Number | 033-17773-NY | |
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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 31,975,083 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Dec. 31, 2021 | Mar. 31, 2021 |
Current Assets: | ||
Cash | $ 3,504,914 | $ 800,331 |
Accounts receivable | 16,325 | 10,000 |
Prepaid and other current assets | 57,338 | 5,000 |
Total current assets | 3,578,577 | 815,331 |
Total Assets | 3,578,577 | 815,331 |
Current liabilities: | ||
Accounts payable and accrued expenses | 137,683 | 144,830 |
Payable to related party | 22,426 | 35,475 |
Deferred revenue | 19,931 | 10,000 |
Total current liabilities | 180,040 | 190,305 |
Total liabilities | 180,040 | 190,305 |
Stockholders’ equity: | ||
Preferred stock, $0.001 par value; 50,000,000 shares authorized; and 0 shares issued and outstanding as of December 31, 2021 and March 31, 2021 | ||
Common stock, $0.001 par value; 250,000,000 shares authorized; 31,975,083 shares and 24,438,416 shares issued and outstanding as of December 31, 2021 and March 31, 2021, respectively | 31,975 | 24,438 |
Additional paid in capital | 10,962,495 | 4,584,214 |
Accumulated deficit | (7,595,933) | (3,983,626) |
Total stockholders’ equity | 3,398,537 | 625,026 |
Total Liabilities and Stockholders’ Equity | $ 3,578,577 | $ 815,331 |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Dec. 31, 2021 | Mar. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par or stated value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 31,975,083 | 24,438,416 |
Common stock, shares outstanding | 31,975,083 | 24,438,416 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||
Revenue, net | $ 9,381 | $ 21,256 | ||
Expenses: | ||||
Research and development | 288,631 | 18,864 | 923,996 | 32,773 |
General and administrative expenses | 931,108 | 229,999 | 2,676,535 | 544,014 |
Total operating expenses | 1,219,739 | 248,863 | 3,600,531 | 576,787 |
Loss from operations | (1,210,358) | (248,863) | (3,579,275) | (576,787) |
Other income (expense) | ||||
Change in fair value of derivative liability | (2,633) | 4,128 | ||
Loss on debt extinguishment | (15,076) | (15,076) | ||
Interest expense | (1,111) | (22,084) | ||
Other expense | (18,820) | (33,032) | ||
Net loss before provision for income taxes | (1,229,178) | (248,863) | (3,612,307) | (576,787) |
Provision for income taxes | ||||
Net Loss | $ (1,229,178) | $ (248,863) | $ (3,612,307) | $ (576,787) |
Net loss per common share: | ||||
Basic and diluted | $ (0.04) | $ (0.01) | $ (0.14) | $ (0.02) |
Weighted average common shares outstanding: | ||||
Basic and diluted | 29,455,337 | 23,561,493 | 26,461,277 | 23,344,000 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Mar. 31, 2020 | $ 22,810 | $ 1,534,757 | $ (1,620,044) | $ (62,477) | |
Beginning balance, share 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, share 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, share at Mar. 31, 2020 | 22,809,666 | ||||
Net loss | (576,787) | ||||
Ending balance, value at Dec. 31, 2020 | $ 23,838 | 2,688,696 | (2,196,831) | 515,703 | |
Ending balance, share at Dec. 31, 2020 | 23,838,416 | ||||
Beginning balance, value at Jun. 30, 2020 | $ 23,288 | 2,013,029 | (1,717,404) | 318,913 | |
Beginning balance, share at Jun. 30, 2020 | 23,288,416 | ||||
Issuance of common stock to consultants | $ 150 | 161,850 | 162,000 | ||
Issuance of common stock to consultants, shares | 150,000 | ||||
Net loss | (230,564) | (230,564) | |||
Ending balance, value at Sep. 30, 2020 | $ 23,438 | 2,174,879 | (1,947,968) | 250,349 | |
Ending balance, share at Sep. 30, 2020 | 23,438,416 | ||||
Issuance of common stock in connection with exercise of investor warrant | $ 400 | 399,600 | 400,000 | ||
Issuance of common stock in connection with exercise of investor warrant, shares | 400,000 | ||||
Stock-based compensation - employee and consultants option grants | 164,217 | 164,217 | |||
Placement agent fee | (50,000) | (50,000) | |||
Net loss | (248,863) | (248,863) | |||
Ending balance, value at Dec. 31, 2020 | $ 23,838 | 2,688,696 | (2,196,831) | 515,703 | |
Ending balance, share at Dec. 31, 2020 | 23,838,416 | ||||
Beginning balance, value at Mar. 31, 2021 | $ 24,438 | 4,584,214 | (3,983,626) | 625,026 | |
Beginning balance, share at Mar. 31, 2021 | 24,438,416 | ||||
Stock-based compensation - employee and consultants option grants | 316,896 | 316,896 | |||
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 | ||||
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, share at Jun. 30, 2021 | 24,988,416 | ||||
Beginning balance, value at Mar. 31, 2021 | $ 24,438 | 4,584,214 | (3,983,626) | 625,026 | |
Beginning balance, share at Mar. 31, 2021 | 24,438,416 | ||||
Net loss | (3,612,307) | ||||
Ending balance, value at Dec. 31, 2021 | $ 31,975 | 10,962,495 | (7,595,933) | 3,398,537 | |
Ending balance, share at Dec. 31, 2021 | 31,975,083 | ||||
Beginning balance, value at Jun. 30, 2021 | $ 24,988 | 5,483,060 | (5,188,217) | 319,831 | |
Beginning balance, share at Jun. 30, 2021 | 24,988,416 | ||||
Stock-based compensation - employee and consultants option grants | 319,850 | 319,850 | |||
Issuance of common stock in connection with exercise of common stock purchase warrants | $ 100 | 99,900 | 100,000 | ||
Issuance of common stock in connection with exercise of common stock purchase warrants , shares | 100,000 | ||||
Issuance of common stock to customer | $ 10 | 9,990 | 10,000 | ||
Issuance of common stock to customer, shares | 10,000 | ||||
Net loss | (1,178,538) | (1,178,538) | |||
Ending balance, value at Sep. 30, 2021 | $ 25,098 | 5,912,800 | (6,366,755) | (428,857) | |
Ending balance, share at Sep. 30, 2021 | 25,098,416 | ||||
Stock-based compensation - employee and consultants option grants | 321,571 | 321,571 | |||
Issuance of common stock in connection with exercise of common stock purchase warrants | $ 200 | 199,800 | 200,000 | ||
Issuance of common stock in connection with exercise of common stock purchase warrants , shares | 200,000 | ||||
Issuance of common stock and warrants, net of issuance cost | $ 6,667 | 4,518,334 | 4,525,001 | ||
Issuance of common stock and warrants net of issuance cost, shares | 6,666,667 | ||||
Issuance of common stock to customer | $ 10 | 9,990 | 10,000 | ||
Issuance of common stock to customer, shares | 10,000 | ||||
Net loss | (1,229,178) | (1,229,178) | |||
Ending balance, value at Dec. 31, 2021 | $ 31,975 | $ 10,962,495 | $ (7,595,933) | $ 3,398,537 | |
Ending balance, share at Dec. 31, 2021 | 31,975,083 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (3,612,307) | $ (576,787) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 978,317 | 326,217 |
Change in fair value of derivative liability | (4,128) | |
Loss on extinguishment of convertible note payable | 15,076 | |
Amortization of debt discount | 22,084 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (6,325) | |
Prepaid expenses and other current assets | (52,338) | |
Accounts payable and accrued expenses | (7,147) | 17,238 |
Payable to related party | (13,049) | |
Deferred revenue | 9,931 | |
Net cash flows used in operating activities | (2,669,886) | (233,332) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of common stock and warrants, net of placement agent fee | 5,407,501 | 828,750 |
Proceeds from convertible note payable, net | 126,250 | |
Repayment of convertible note payable | (159,282) | |
Net cash flows provided by financing activities | 5,374,469 | 828,750 |
Net change in cash | 2,704,583 | 595,418 |
Cash at beginning of period | 800,331 | 7,838 |
Cash at end of period | 3,504,914 | 603,256 |
Supplemental disclosure of non-cash flow information | ||
Common stock issued to customers for early adopter | 20,000 | |
Common stock issued to consultant in lieu of cash | $ 162,000 |
Business
Business | 9 Months Ended |
Dec. 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% ) 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. 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 B4MC 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 of 1933, as amended (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. 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 (or the “Company”) provide cryptocurrency and other 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. Our corporate headquarters are located in San Francisco, California. |
Interim Financial Statements an
Interim Financial Statements and Basis of Presentation | 9 Months Ended |
Dec. 31, 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 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 financial statements do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, the accompanying unaudited financial statements include all adjustments (consisting only of normal recurring adjustments), which we consider necessary, for a fair presentation of those financial statements. The results of operations for the three and nine months ended December 31, 2021 and cash flows for the nine months ended December 31, 2021 may not necessarily be indicative of results that may be expected for any succeeding quarter or for the entire fiscal year. These unaudited 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. ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2021 (UNAUDITED) 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 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. Reclassifications Certain prior period amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. Research and development expenses for the prior quarters of the current year, totaling $ 15,397 Earnings (Loss) Per Share The Company is authorized to issue 250,000,000 0.001 31,975,083 For the three and nine months ended December 31, 2021 and 2020, only basic earnings (losses) per share are presented. The effect of the Company’s outstanding convertible note payable, options and warrants, would have been anti-dilutive. |
Summary of Significant Principl
Summary of Significant Principles | 9 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Principles | 3. Summary of Significant Principles Other than as discussed herein, 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. Derivative Financial Instruments Derivative financial instruments, as defined in ASC 815, “Accounting for Derivative Financial Instruments and Hedging Activities”, consist of financial instruments or other contracts that contain a notional amount and one or more underlying variables (e.g. interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets. We do not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, during the second quarter of fiscal 2022, we issued financial instruments including convertible promissory notes payable with embedded conversion features that do not afford equity classification. As required by ASC 815, these embedded conversion options are required to be carried as derivative liabilities, at fair value, in our financial statements (See Note 8). During the third quarter of fiscal 2022, these derivatives were satisfied. When derivative treatment is determined, we estimate the fair value of the bifurcated embedded conversion features using a Stock Path Monte Carlo Simulation model. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates (such as volatility, estimated life and risk-free rates of return) that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in the trading market price of our common stock, which has a high-historical volatility. 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. ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2021 (UNAUDITED) |
Going Concern
Going Concern | 9 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 4. 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 and nine months ended December 31, 2021, we reported a net loss of $ 1,229,178 and $ 3,612,307 , respectively, which included as a component of general and administrative expenses in the statements of operations a non-cash stock-based compensation charge of $ 331,571 and $ 978,317 , respectively, and cash flows used in operating activities during the nine months ended December 31, 2021 of $ 2,669,886 . 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. During the six months ended September 30, 2021, we raised $ 682,500 through the exercise by certain investors of common stock purchase warrants. During the three months ended December 31, 2021, we completed a public offering of 6,666,667 shares of Common Stock and accompanying warrants to purchase 6,666,667 shares of Common Stock and raised $ 5,000,000 in gross proceeds. See Note 9 – Stockholders’ equity (deficit). We have used and plan to continue using the net proceeds of the private placement, warrant exercise and public offering 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 warrants, the public offering 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. |
New Accounting Pronouncements
New Accounting Pronouncements | 9 Months Ended |
Dec. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Pronouncements | 5. 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. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 6. Related Party Transactions During the three and nine months ended December 31, 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 $ 16,952 and $ 116,122 for the three and nine months ended December 31, 2021, respectively. We recorded legal fees paid to the Affiliate of $ 13,414 and $ 34,877 for the three and nine months ended December 31, 2020, respectively. As of December 31, 2021 and March 31, 2021, we had $ 22,426 and $ 35,475 , respectively, payable to the Affiliate. In the three and nine months ended December 31, 2021, we paid an affiliate of our executive chairman $ nil 3,000 |
Deferred Revenue
Deferred Revenue | 9 Months Ended |
Dec. 31, 2021 | |
Deferred Revenue | |
Deferred Revenue | 7. Deferred Revenue We enter into certain contracts typically having initial one-year terms which define the scope of services to be provided. These contracts can include agreed-upon setup fees during the initial one-year term, which setup fees are recorded as deferred revenue and amortized ratably over the initial one-year term. During the three and nine months ended December 31, 2021, we recorded revenues of $ 9,381 21,256 ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2021 (UNAUDITED) |
Convertible Note Payable
Convertible Note Payable | 9 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable | 8. Convertible Note Payable On August 4, 2021, we entered into a securities purchase agreement with a lender pursuant to which we sold a convertible note payable in the principal amount of $ 130,000 126,250 8 22 150 200 The convertible note gives us the right to prepay the note within the first 180 days from issuance at prepayment rates ranging from 110% to 125% of the then outstanding principal and interest balance. At any time during the period beginning 180 days from the origination date to the maturity date or date of default, the holder can convert all or any part of the outstanding balance into common stock at a conversion price per share equal to 65% of the lowest daily volume weighted average price of our common stock during the 10 trading days prior to the date of conversion. We evaluated the embedded conversion feature and concluded that it was required to be bifurcated and accounted for as a derivative liability due to the lack of explicit limit on the number of shares that may be required to be issued to settle the instrument. Accordingly, the fair value of the embedded conversion feature at inception was reflected as a derivative liability in the balance sheet, with a resulting discount applied to the note payable. At inception, the fair value of the conversion feature was deemed to be $ 120,151 as determined using a Stock Path Monte Carlo Simulation model. The key assumptions used in this valuation included: (1) dividend yield of 0 %, (2) expected volatility of 197.41 %, (3) risk-free interest rate of 0.07 %, (4) expected life of 1 year, and (5) the quoted market price of $ 1.01 for our common stock. On November 8, 2021, we repaid the convertible note in full. Using the same valuation method, the fair value of the embedded conversion feature at repayment was $ 116,023 2,633 4,128 15,076 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 9 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity (Deficit) | 9. Stockholders’ Equity (Deficit) On January 9, 2020, we sold 10,000 shares of our common stock to a private investor, resulting in cash proceeds of $ 10,000 . On February 13, 2020, we sold 11,250 shares of our common stock to a private investor, resulting in cash proceeds of $ 11,250 . On April 29, 2020, we entered into a subscription agreement with a private investor for the purchase of 478,750 shares of our common stock, at a purchase price of $ 1.00 per share, resulting in cash proceeds of $ 478,750 . All these transactions were part of a private placement of 500,000 shares of common stock. We paid a placement fee of $ 50,000 in connection with these transactions in the three months ended December 31, 2020. On August 24, 2020, we issued 150,000 162,000 1.08 On May 1, 2020, we issued a warrant to purchase 1,500,000 shares of common stock at $ 1.00 per share (the “First Warrant”). The warrant was to expire on April 30, 2021 . We 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 2020. 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. On August 6, 2021, we agreed to amend the terms of the Second Warrant to increase the number of shares purchasable to 2,250,000 and to reduce the exercise price to $ 1.00 per share. In the nine months ended December 31, 2021, the warrant holder exercised warrants from the Second Warrant to purchase 300,000 shares of our common stock at an exercise price of $ 1.00 per share. At December 31, 2021, there are 1,950,000 Second Warrants outstanding and exercisable. On October 11, 2021, we and Triton Funds, LP, a Delaware limited partnership (“Triton”), an unrelated third party, entered into an amendment to the Common Stock Purchase Agreement (the “CSPA”) dated February 25, 2021. Under the CSPA, Triton agreed to invest up to $ 1,000,000 in the Company through purchases of common stock during the commitment period (which runs through December 31, 2022). During the commitment period, the Company may, in its sole discretion, deliver purchase notices to Triton stating the dollar amount of shares which the Company intends to sell to Triton, not to exceed $ 500,000 per purchase notice. The amount to be funded under a purchase notice under the CSPA, as amended, is the number of shares of common stock to be purchased multiplied by the greater of (i) $ 1.00 (changed from $ 1.65 ) or (ii) eighty percent ( 80 %) of the lowest closing price of the common stock within fifteen business days prior to the closing date for the purchase. The closing date for each purchase is five business days following the date of the corresponding purchase notice. In connection with the amendment to the CSPA, the Company also amended the warrants issued to Triton. As amended the warrants are to purchase, in one or more instalments, 1,300,000 shares (increased from 800,000 under the CSPA) of the Company’s common stock (the “Warrants”) at an exercise price equal to the greater of (i) $ 1.00 per share (changed from $ 1.65 ) and (ii) eighty percent ( 80 %) of the average closing price of the common stock over the 90-calendar day period preceding the Warrant exercise date, subject to adjustments. The Warrants terminate on February 25, 2026. On May 5, 2021, Triton exercised 50,000 Warrants for an aggregate purchase price of $ 82,500 ($ 1.65 per share). After the amendment, 1,250,000 Warrants remain unexercised. ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2021 (UNAUDITED) On March 31, 2021, we entered into a contract with one customer having a one-year term from the date of execution that provided for (1) the payment of $ 10,000 in connection with the implementation of our blockchain technology and (2) the issuance of 10,000 shares of our common stock valued at $ 1.00 per share in consideration of being an early adopter of our blockchain technology. On August 4, 2021, we issued such 10,000 shares of our common stock to the customer. On October 6, 2021, we issued 10,000 From January 1, 2018 through December 31, 2021, we granted stock options under our 2018 Stock Incentive Plan, as amended, to issue up to an aggregate of 5,600,595 1.08 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. On November 4, 2021, we completed a public offering (the “Offering”) of 6,666,667 0.001 6,666,667 0.75 0.75 five and one-half years On November 1, 2021, in connection with the Offering, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors. The Purchase Agreement sets forth the economic terms set forth above and contains customary representations and warranties of the Company, as well as certain indemnification obligations of the Company and ongoing covenants for the Company. In addition, under the Purchase Agreement, the Company has agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of the Company’s (or its subsidiaries’) Common Stock or common stock equivalents for a period of 90 days from the closing of the Offering, other than certain exempt issuances. Additionally, the Company has also agreed for a period of two years following the closing date of the Offering not to (i) issue or agree to issue equity or debt securities convertible into, or exercisable or exchangeable for, Common Stock at a conversion price, exercise price or exchange price which floats with the trading price of our Common Stock or which may be adjusted after issuance upon the occurrence of certain events or (ii) enter into any agreement, including an equity line of credit, whereby the Company may issue securities at a future-determined price. This agreement does not apply to the offer, issuance or sale by the Company of Common Stock pursuant to an at-the-market offering facility the Company may enter with the placement agent of the Offering following expiration of the 90-day lock-up period. The net proceeds to the Company from the Offering, after deducting placement agent’s fees and other Offering expenses, and excluding the proceeds, if any, from the exercise of the Common Warrants, are approximately $ 4.37 In connection with the Offering, pursuant to an engagement letter (the “Engagement Letter”) dated as of July 9, 2021, as amended on September 20, 2021 and on October 28, 2021 between the Company and H.C. Wainwright & Co., LLC (“Wainwright”), the Company paid Wainwright (i) a total cash fee equal to 8.0 75,000 533,333 8.0 five years 125 0.9375 As of December 31, 2021, and March 31, 2021, we had 31,975,083 24,438,416 Warrants: The following is a summary of warrants for the nine months ended December 31, 2021: Summary of Warrants Warrants Weighted Average Outstanding at March 31, 2021 1,565,982 $ 1.00 1.65 Issued 9,950,000 0.75 1.00 Exercised (850,000 ) 1.00 1.65 Canceled - - Expired - - Outstanding and exercisable at December 31, 2021 10,665,982 $ 0.84 Weighted average remaining contractual term (years) 4.37 ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2021 (UNAUDITED) |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Dec. 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 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 6,000,000 399,405 502,230 Service-Based Stock Option Grants From August 8, 2018 through December 31, 2021, we granted service-based options to employees and consultants, pursuant to the 2018 Plan, exercisable into a total of 5,000,595 Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions Service-Based Options Option exercise price per share $ 1.00 2.75 Grant date fair market value per share $ 1.00 2.75 Expected term of option in years 6.25 Expected volatility 40.3 220.5 % Expected dividend rate 0.00 % Risk free interest rate 0.42 2.83 % During the three months ended December 31, 2021, we granted no service-based options pursuant to the 2018 Plan. During the nine months ended December 31, 2021, we granted service-based options pursuant to the 2018 Plan to (i) one employee exercisable into 2,825 1.00 2.75 100,000 1.08 Service-Based Options Option exercise price per share $ 1.00 2.75 Grant date fair market value per share $ 1.00 2.75 Expected term of option in years 6.25 Expected volatility 218.1 220.5 % Expected dividend rate 0.00 % Risk free interest rate 0.71 1.02 % ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2021 (UNAUDITED) Activity under the 2018 Plan for all service-based stock options for the nine months ended December 31, 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 Options outstanding at April 1, 2021: 4,897,770 $ 1.08 9.63 $ 1,175,417 Granted 102,825 1.10 9.59 - Exercised - Cancelled or forfeited - Options outstanding as of December 31, 2021 5,000,595 $ 1.08 7.73 $ nil Options exercisable as of December 31, 2021 1,830,448 $ 1.08 7.73 $ nil Options vested or expected to vest as of December 31, 2021 1,830,448 $ 1.08 7.73 $ nil The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the closing price of the common stock on December 31, 2021 of $ 0.24 and the exercise price of each in-the-money option) that would have been received by the option holders had all option holders exercised their options on December 31, 2021. There were no service-based stock options exercised under the 2018 Plan for the three and nine months ended December 31, 2021 and 2020. For the three and nine months ended December 31, 2021, we recorded stock-based compensation expense for service-based stock options pursuant to the 2018 Plan in the amount of $ 296,167 882,105 164,217 164,217 3,326,852 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 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 to 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 240.1 % Expected dividend rate 0.00 % Risk free interest rate 0.54 % ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2021 (UNAUDITED) Activity under the 2018 Plan for all performance-based stock options for the nine months ended December 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 Balance at April 1, 2021 600,000 $ 1.08 9.83 $ 144,000 Granted - Exercised - Cancelled or forfeited - Options outstanding as of December 31, 2021 600,000 $ 1.08 8.71 $ nil Options exercisable as of December 31, 2021 184,380 $ 1.08 8.71 $ nil Options vested or expected to vest as of December 31, 2021 184,380 $ 1.08 8.71 $ nil The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the closing price of the common stock on December 31, 2021 of $ 0.24 and the exercise price of each in-the-money option) that would have been received by the option holders had all option holders exercised their options on December 31, 2021. There were no performance-based stock options exercised under the 2018 Plan for the three and nine months ended December 31, 2021 and 2020. For the three and nine months ended December 31, 2021, we recorded performance-based compensation expense for performance-based stock options pursuant to the 2018 Plan in the amount of $ 25,404 and $ 76,212 , respectively. For the three and nine months ended December 31, 2020, we recorded no performance-based compensation expense for performance-based stock options pursuant to the 2018 Plan. As of December 31, 2021, we had $ 321,763 of unrecognized stock-based compensation cost related to performance-based stock options. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Legal Proceedings On October 8, 2020, the Company 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 On May 29, 2019, Mr. Page resigned from the Company’s board. After his resignation, the Company retained independent patent counsel to review its patent applications. In connection with this review, the Company discovered certain deficiencies in some of the applications and in their assignments to the Company. determined that all of the applications had been abandoned. Based on this review, the Company decided to refile three of its applications with the U.S. Patent and Trademark Office, which the Company did in May 2020. It is the Company’s belief that the three newly filed patent applications cover and/or disclose the same subject matter as the Company disclosed in the five original patent applications. In this case, the Company’s rights may be subject to any intervening patent applications made after the dates of the original applications. In the lawsuit, the Company is alleging that Mr. Page was aware of the abandonments when he assigned the patents to RBC, a private corporation that he controlled, and that he failed to disclose to the Company the abandonments when the Company acquired RBC in exchange for shares of the Company’s Common Stock. Mr. Page has filed an answer denying the Company’s clams and has asserted cross- and counterclaims against the Company and several of the Company’s shareholders alleging breach of contract and fraud. In September 2021, Mr. Page voluntarily dismissed all of the counterclaims against the shareholders. The Company intends to vigorously contest these allegations. On March 2, 2021, the Company 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 that fact. We are seeking damages and the return of legal fees previously paid. At the date of this report, the Company is unable to estimate the probability success or dollar amount of rulings in either of these cases, and as a result, has not accrued any potential benefit to the Company’s balance sheet. Attorney fees related to these proceedings are expensed as incurred. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events In order to re-incentivize and retain its employees, on January 11, 2022, the Company’s board of directors approved a one-time stock option repricing for all stock options issued and outstanding under our 2018 Stock Incentive Plan. The effect of the repricing will be a charge to operations over the remaining terms of the options and will begin to be recorded in the quarter ending March 31, 2022. The charge is noncash, is equity-neutral and in the opinion of management will have no material impact on the Company’s operating activities. |
Summary of Significant Princi_2
Summary of Significant Principles (Policies) | 9 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments Derivative financial instruments, as defined in ASC 815, “Accounting for Derivative Financial Instruments and Hedging Activities”, consist of financial instruments or other contracts that contain a notional amount and one or more underlying variables (e.g. interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets. We do not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, during the second quarter of fiscal 2022, we issued financial instruments including convertible promissory notes payable with embedded conversion features that do not afford equity classification. As required by ASC 815, these embedded conversion options are required to be carried as derivative liabilities, at fair value, in our financial statements (See Note 8). During the third quarter of fiscal 2022, these derivatives were satisfied. When derivative treatment is determined, we estimate the fair value of the bifurcated embedded conversion features using a Stock Path Monte Carlo Simulation model. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates (such as volatility, estimated life and risk-free rates of return) that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in the trading market price of our common stock, which has a high-historical volatility. |
Income Taxes | 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. ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2021 (UNAUDITED) |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Tables) | 9 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Summary of Warrants | The following is a summary of warrants for the nine months ended December 31, 2021: Summary of Warrants Warrants Weighted Average Outstanding at March 31, 2021 1,565,982 $ 1.00 1.65 Issued 9,950,000 0.75 1.00 Exercised (850,000 ) 1.00 1.65 Canceled - - Expired - - Outstanding and exercisable at December 31, 2021 10,665,982 $ 0.84 Weighted average remaining contractual term (years) 4.37 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Dec. 31, 2021 | |
Service Based Stock Option [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 $ 1.00 2.75 Grant date fair market value per share $ 1.00 2.75 Expected term of option in years 6.25 Expected volatility 40.3 220.5 % Expected dividend rate 0.00 % Risk free interest rate 0.42 2.83 % Service-Based Options Option exercise price per share $ 1.00 2.75 Grant date fair market value per share $ 1.00 2.75 Expected term of option in years 6.25 Expected volatility 218.1 220.5 % Expected dividend rate 0.00 % Risk free interest rate 0.71 1.02 % |
Schedule of Stock Option Activity | Activity under the 2018 Plan for all service-based stock options for the nine months ended December 31, 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 Options outstanding at April 1, 2021: 4,897,770 $ 1.08 9.63 $ 1,175,417 Granted 102,825 1.10 9.59 - Exercised - Cancelled or forfeited - Options outstanding as of December 31, 2021 5,000,595 $ 1.08 7.73 $ nil Options exercisable as of December 31, 2021 1,830,448 $ 1.08 7.73 $ nil Options vested or expected to vest as of December 31, 2021 1,830,448 $ 1.08 7.73 $ nil |
Performance Based Stock 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 to 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 240.1 % Expected dividend rate 0.00 % Risk free interest rate 0.54 % |
Performance Based Stock Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Stock Option Activity | Activity under the 2018 Plan for all performance-based stock options for the nine months ended December 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 Balance at April 1, 2021 600,000 $ 1.08 9.83 $ 144,000 Granted - Exercised - Cancelled or forfeited - Options outstanding as of December 31, 2021 600,000 $ 1.08 8.71 $ nil Options exercisable as of December 31, 2021 184,380 $ 1.08 8.71 $ nil Options vested or expected to vest as of December 31, 2021 184,380 $ 1.08 8.71 $ nil |
Business (Details Narrative)
Business (Details Narrative) - $ / shares | Jun. 27, 2018 | Dec. 31, 2021 | Mar. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Common Stock, Shares, Issued | 31,975,083 | 24,438,416 | |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |
Contribution Agreement [Member] | B4MC Gold Mines Inc [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum | 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% |
Interim Financial Statements _2
Interim Financial Statements and Basis of Presentation (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | |
Research and development expense | $ 288,631 | $ 18,864 | $ 923,996 | $ 32,773 | |
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | ||
Common stock, par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common stock, shares issued | 31,975,083 | 31,975,083 | 24,438,416 | ||
Common stock, shares outstanding | 31,975,083 | 31,975,083 | 24,438,416 | ||
General and Administrative Expense [Member] | |||||
Research and development expense | $ 15,397 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Nov. 04, 2021 | Oct. 06, 2021 | Apr. 29, 2020 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Net Income (Loss) Attributable to Parent | $ 1,229,178 | $ 1,178,538 | $ 1,204,591 | $ 248,863 | $ 230,564 | $ 97,360 | $ 3,612,307 | $ 576,787 | ||||
Share-based Payment Arrangement, Noncash Expense | $ 331,571 | 978,317 | ||||||||||
Net Cash Provided by (Used in) Operating Activities | $ 2,669,886 | $ 233,332 | ||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 6,666,667 | 10,000 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 6,666,667 | 6,666,667 | 6,666,667 | |||||||||
Subscription Agreement [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 478,750 | |||||||||||
Private Placement [Member] | Subscription Agreement [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Proceeds from Issuance of Private Placement | $ 5,000,000 | $ 682,500 | ||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 500,000 | |||||||||||
IPO [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 6,666,667 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||
Legal Fees | $ 16,952 | $ 13,414 | $ 116,122 | $ 34,877 | ||
Due to Related Parties, Current | 22,426 | 22,426 | $ 35,475 | |||
Affililate [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||
Due to Related Parties, Current | 22,426 | $ 22,426 | $ 35,475 | |||
Executive Chairman [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||
Payment to affililate party | $ 0 | $ 3,000 |
Deferred Revenue (Details Narra
Deferred Revenue (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred Revenue | ||||
Revenues | $ 9,381 | $ 21,256 |
Convertible Note Payable (Detai
Convertible Note Payable (Details Narrative) - USD ($) | Nov. 08, 2021 | Aug. 04, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||||||
Fair value of derivative liability | $ 2,633 | $ 4,128 | ||||
Loss on debt extinguishment | $ 15,076 | $ 15,076 | ||||
Monte Carlo Simulation Model [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Debt Instrument, Convertible, Conversion Price | $ 1.01 | |||||
Monte Carlo Simulation Model [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Debt Instrument, Measurement Input | 0 | |||||
Monte Carlo Simulation Model [Member] | Measurement Input, Option Volatility [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Debt Instrument, Measurement Input | 197.41 | |||||
Monte Carlo Simulation Model [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Debt Instrument, Measurement Input | 0.0007 | |||||
Monte Carlo Simulation Model [Member] | Measurement Input, Expected Term [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Debt Instrument, Term | 1 year | |||||
Convertible Promissory Note [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Convertiable notes payable | $ 130,000 | |||||
Cash proceeds | $ 126,250 | |||||
Interest rate percentage | 8.00% | |||||
Increase in interest on interest percentage | 22.00% | |||||
Debt conversion description | The convertible note gives us the right to prepay the note within the first 180 days from issuance at prepayment rates ranging from 110% to 125% of the then outstanding principal and interest balance. At any time during the period beginning 180 days from the origination date to the maturity date or date of default, the holder can convert all or any part of the outstanding balance into common stock at a conversion price per share equal to 65% of the lowest daily volume weighted average price of our common stock during the 10 trading days prior to the date of conversion. | |||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 120,151 | |||||
Repayments of debt | $ 116,023 | |||||
Convertible Promissory Note [Member] | Minimum [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Increase in interest on interest percentage | 150.00% | |||||
Convertible Promissory Note [Member] | Maximum [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Increase in interest on interest percentage | 200.00% |
Summary of Warrants (Details)
Summary of Warrants (Details) | 9 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Warrants Outstanding | shares | 1,565,982 |
Warrants Issued | shares | 9,950,000 |
Warrants Exercised | shares | (850,000) |
Warrants Expired | shares | |
Weighted Average Exercise Price, Canceled | |
Warrants Expired | shares | |
Weighted Average Exercise Price, Expired | |
Warrants Outstanding and exercisable | shares | 10,665,982 |
Weighted Average Exercise Price, Outstanding and exercisable | $ 0.84 |
Weighted average remaining contractual term (years) | 4 years 4 months 13 days |
Minimum [Member] | |
Weighted Average Exercise Price, Outstanding | $ 1 |
Weighted Average Exercise Price, Issued | 0.75 |
Weighted Average Exercise Price, Exercised | 1 |
Maximum [Member] | |
Weighted Average Exercise Price, Outstanding | 1.65 |
Weighted Average Exercise Price, Issued | 1 |
Weighted Average Exercise Price, Exercised | $ 1.65 |
Stockholders_ Equity (Deficit_2
Stockholders’ Equity (Deficit) (Details Narrative) - USD ($) | Nov. 04, 2021 | Oct. 11, 2021 | Oct. 06, 2021 | Aug. 04, 2021 | May 05, 2021 | Aug. 24, 2020 | Apr. 29, 2020 | Feb. 13, 2020 | Jan. 09, 2020 | Apr. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Oct. 28, 2021 | Sep. 30, 2021 | Aug. 06, 2021 | Feb. 15, 2021 | May 01, 2020 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Public offering shares | 6,666,667 | 10,000 | |||||||||||||||||||||
Fair value of stocks issued in offering, per share | $ 0.001 | ||||||||||||||||||||||
Common stock value issued for service | $ 162,000 | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1,500,000 | ||||||||||||||||||||||
Class of warrants, exercise price | $ 0.75 | $ 1 | |||||||||||||||||||||
Warrants and Rights Outstanding, Maturity Date | Apr. 30, 2021 | ||||||||||||||||||||||
Warrants to purchase | 6,666,667 | 6,666,667 | 6,666,667 | 6,666,667 | |||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 5,407,501 | $ 828,750 | |||||||||||||||||||||
Class of warrants exercisable, description | five and one-half years | ||||||||||||||||||||||
Aggregate number of common stock | 8.00% | ||||||||||||||||||||||
Common stock, shares issued | 24,438,416 | 31,975,083 | 24,438,416 | 31,975,083 | 31,975,083 | ||||||||||||||||||
Common stock, shares outstanding | 24,438,416 | 31,975,083 | 24,438,416 | 31,975,083 | 31,975,083 | ||||||||||||||||||
Blockchain Technology [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Public offering shares | 10,000 | 10,000 | |||||||||||||||||||||
Fair value of stocks issued in offering, per share | $ 1 | $ 1 | |||||||||||||||||||||
Blockchain Technology [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 10,000 | ||||||||||||||||||||||
Triton Funds LP [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 82,500 | ||||||||||||||||||||||
Class of warrant or right number of warrants exercise | 50,000 | ||||||||||||||||||||||
Class of warrant or right aggregate purchase price of warrants or rights | $ 1.65 | ||||||||||||||||||||||
Class of warrant or right number of warrants remain unexercised | 1,250,000 | ||||||||||||||||||||||
Second Warrant [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Class of warrants, exercise price | $ 1 | $ 1 | $ 1 | ||||||||||||||||||||
Warrants to purchase | 300,000 | 300,000 | 300,000 | ||||||||||||||||||||
Warrant to purchase of common shares | 1,950,000 | 1,950,000 | 1,950,000 | ||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Common stock shares issued for service | 150,000 | ||||||||||||||||||||||
Common stock value issued for service | $ 162,000 | ||||||||||||||||||||||
Price per share of common stock | $ 1.08 | ||||||||||||||||||||||
Warrant Holder [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Public offering shares | 1,000,000 | ||||||||||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 1,000,000 | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1,100,000 | 1,100,000 | |||||||||||||||||||||
Stock issued during period shares warrants exercised | 100,000 | ||||||||||||||||||||||
Stock issued during period value warrants exercised | $ 100,000 | ||||||||||||||||||||||
Warrants to purchase | 400,000 | ||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 400,000 | ||||||||||||||||||||||
Employees Directors And Consultants [Member] | 2018 Stock Incentive Plan [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Number of common stock shares available for grant | 5,600,595 | 5,600,595 | 5,600,595 | ||||||||||||||||||||
Exercise Price per share | $ 1.08 | ||||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Class of warrants, exercise price | $ 1 | ||||||||||||||||||||||
Warrant to purchase of common shares | 265,982 | ||||||||||||||||||||||
IPO [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Public offering shares | 6,666,667 | ||||||||||||||||||||||
Class of warrants, exercise price | $ 0.75 | ||||||||||||||||||||||
Proceeds from Issuance Initial Public Offering | $ 4,370,000 | ||||||||||||||||||||||
Subscription Agreement [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Public offering shares | 478,750 | ||||||||||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 478,750 | ||||||||||||||||||||||
Fair value of stocks issued in offering, per share | $ 1 | ||||||||||||||||||||||
Subscription Agreement [Member] | Private Placement [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Public offering shares | 500,000 | ||||||||||||||||||||||
Private placement fee amount paid | $ 50,000 | ||||||||||||||||||||||
Common Stock Purchase Agreement [Member] | Triton Funds LP [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 1,000,000 | ||||||||||||||||||||||
Sale of Stock, Consideration Received Per Transaction | $ 500,000 | ||||||||||||||||||||||
Engagement Letter [Member] | H C Wainwright And Co L L C [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Price per share of common stock | $ 0.9375 | ||||||||||||||||||||||
Warrants and rights outstanding, term | 5 years | ||||||||||||||||||||||
Warrants to purchase | 533,333 | ||||||||||||||||||||||
Percentage of cash fee from sale of the securities | 8.00% | ||||||||||||||||||||||
Non accountable expense allowance | $ 75,000 | ||||||||||||||||||||||
Percentage of warrants exercise price | 125.00% | ||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Common stock shares issued for service | 150,000 | ||||||||||||||||||||||
Common stock value issued for service | $ 150 | ||||||||||||||||||||||
Second Warrant [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 2,250,000 | 1,500,000 | |||||||||||||||||||||
Class of warrants, exercise price | $ 1 | $ 1.50 | |||||||||||||||||||||
Warrants and rights outstanding, term | 12 months | ||||||||||||||||||||||
Triton Warrant [Member] | Common Stock Purchase Agreement [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Fair value of stocks issued in offering, per share | $ 1 | $ 1 | 1 | $ 1.65 | |||||||||||||||||||
Triton Warrant [Member] | Stock Purchase Agreement [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Fair value of stocks issued in offering, per share | $ 1 | $ 1 | $ 1 | $ 1.65 | |||||||||||||||||||
Warrants to purchase | 1,300,000 | 1,300,000 | 1,300,000 | 800,000 | |||||||||||||||||||
Closing price percentage | 80.00% | ||||||||||||||||||||||
Private Investor [Member] | Common Stock [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Public offering shares | 11,250 | 10,000 | |||||||||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 11,250 | $ 10,000 |
Schedule of Share-based Payment
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) | 9 Months Ended |
Dec. 31, 2021$ / shares | |
Service Based Stock Option [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 Stock Option [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% |
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 |
Grant date fair market value per share | $ 1.08 |
Expected term of option in years | 6 years 3 months |
Expected volatility | 240.10% |
Expected dividend rate | 0.00% |
Risk free interest rate | 0.54% |
Minimum [Member] | Service Based Stock Option [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 |
Grant date fair market value per share | $ 1 |
Expected volatility | 40.30% |
Risk free interest rate | 0.42% |
Minimum [Member] | Service Based Stock Option [Member] | Employees [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |
Option exercise price per share | $ 1 |
Grant date fair market value per share | $ 1 |
Expected volatility | 218.10% |
Risk free interest rate | 0.71% |
Maximum [Member] | Service Based Stock Option [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 | 220.50% |
Risk free interest rate | 2.83% |
Maximum [Member] | Service Based Stock Option [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 | 220.50% |
Risk free interest rate | 1.02% |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) | 9 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Service Based Stock Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option Outstanding, Number, Beginning Balance | 4,897,770 |
Weighted Average Exercise Price Per Share, Number Beginning Balance | $ / shares | $ 1.08 |
Weighted Average Remaining Contractual Term in Years, Beginning Balance | 9 years 7 months 17 days |
Aggregate Intrinsic Value, Beginning Balance | $ | $ 1,175,417 |
Option Outstanding, Granted | 102,825 |
Weighted Average Exercise Price Per Share, Granted | $ / shares | $ 1.10 |
Weighted Average Remaining Contractual Term in Years, Granted | 9 years 7 months 2 days |
Aggregate Intrinsic Value, Granted | $ / shares | |
Option Outstanding, Exercised | |
Option Outstanding, Cancelled or Forfeited | |
Option Outstanding, Number, Ending Balance | 5,000,595 |
Weighted Average Exercise Price Per Share, Number Ending Balance | $ / shares | $ 1.08 |
Weighted Average Remaining Contractual Term in Years, Ending Balance | 7 years 8 months 23 days |
Aggregate Intrinsic Value, Ending Balance | $ | |
Option Outstanding, Options Exercisable Ending Balance | 1,830,448 |
Weighted Average Exercise Price Per Share, Options Exercisable Ending Balance | $ / shares | $ 1.08 |
Weighted Average Remaining Contractual Term in Years, Options Exercisable Ending Balance | 7 years 8 months 23 days |
Aggregate Intrinsic Value, Options Exercisable Ending Balance | $ | |
Option Outstanding, Vested or Expected to Vest, Ending Balance | 1,830,448 |
Weighted Average Exercise Price Per Share, Vested or Expected to Vest Ending Balance | $ / shares | $ 1.08 |
Weighted Average Remaining Contractual Term in Years, Options | 7 years 8 months 23 days |
Aggregate Intrinsic Value Options Options Vested or Expected to Vest Ending Balance | $ | |
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 | $ / shares | $ 1.08 |
Weighted Average Remaining Contractual Term in Years, Beginning Balance | 9 years 9 months 29 days |
Aggregate Intrinsic Value, Beginning Balance | $ | $ 144,000 |
Option Outstanding, Granted | |
Option Outstanding, Exercised | |
Option Outstanding, Cancelled or Forfeited | |
Option Outstanding, Number, Ending Balance | 600,000 |
Weighted Average Exercise Price Per Share, Number Ending Balance | $ / shares | $ 1.08 |
Weighted Average Remaining Contractual Term in Years, Ending Balance | 8 years 8 months 15 days |
Aggregate Intrinsic Value, Ending Balance | $ | |
Option Outstanding, Options Exercisable Ending Balance | 184,380 |
Weighted Average Exercise Price Per Share, Options Exercisable Ending Balance | $ / shares | $ 1.08 |
Weighted Average Remaining Contractual Term in Years, Options Exercisable Ending Balance | 8 years 8 months 15 days |
Aggregate Intrinsic Value, Options Exercisable Ending Balance | $ | |
Option Outstanding, Vested or Expected to Vest, Ending Balance | 184,380 |
Weighted Average Exercise Price Per Share, Vested or Expected to Vest Ending Balance | $ / shares | $ 1.08 |
Weighted Average Remaining Contractual Term in Years, Options | 8 years 8 months 15 days |
Aggregate Intrinsic Value Options Options Vested or Expected to Vest Ending Balance | $ |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | Mar. 18, 2021 | Aug. 08, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 30, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Sep. 15, 2020 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Stock-based compensation | $ 331,571 | $ 978,317 | |||||||
Service Based Stock Option [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Stock option, term | 7 years 8 months 23 days | ||||||||
Number of stock option exercisable | 1,830,448 | 1,830,448 | |||||||
Exercise Price per share | $ 1.10 | ||||||||
Unrecognized stock-based compensation | $ 3,326,852 | $ 3,326,852 | |||||||
Performance Based Options [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Stock option, term | 8 years 8 months 15 days | ||||||||
Number of stock option exercisable | 184,380 | 184,380 | |||||||
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. | ||||||||
Share-based compensation arrangement by share-based payment award, options, vested and expected to vest, outstanding, number | 75,000 | ||||||||
Closing price of common stock | $ 0.24 | $ 0.24 | |||||||
Performance Based Options [Member] | February 1, 2021 [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Share-based compensation arrangement by share-based payment award, options, vested and expected to vest, outstanding, number | 525,000 | ||||||||
2018 Plan [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Stock option, term | 10 years | ||||||||
Common stock, capital shares reserved for future issuance | 2,000,000 | ||||||||
Shares available for grant | 6,000,000 | 399,405 | 399,405 | 502,230 | 4,000,000 | ||||
2018 Plan [Member] | Service Based Stock Option [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Stock-based compensation | $ 296,167 | $ 164,217 | $ 882,105 | $ 164,217 | |||||
2018 Plan [Member] | Performance Based Options [Member] | Rohan Hall [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Number of stock option exercisable | 600,000 | 600,000 | |||||||
2018 [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Exercise Price per share | $ 0.24 | ||||||||
2018 [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 | 5,000,595 | 5,000,595 | |||||||
2018 [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 | 2,825 | 2,825 | |||||||
2018 [Member] | Service Based Stock Options To Employees [Member] | One Consultant [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Number of stock option exercisable | 100,000 | 100,000 | |||||||
Exercise Price per share | $ 1.08 | ||||||||
2018 [Member] | Service Based Stock Options To Employees [Member] | Minimum [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Exercise Price per share | 1 | ||||||||
2018 [Member] | Service Based Stock Options To Employees [Member] | Maximum [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Exercise Price per share | $ 2.75 | ||||||||
2018 [Member] | Performance Based Options [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Stock-based compensation | $ 25,404 | $ 76,212 | |||||||
Unrecognized stock-based compensation | $ 321,763 | $ 321,763 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) $ in Millions | Oct. 08, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Damages sought value | $ 5.1 |