Cover
Cover - shares | 6 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
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 | 32,427,446 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2022 | Mar. 31, 2022 |
Current Assets: | ||
Cash | $ 1,079,504 | $ 2,634,794 |
Restricted Cash | 55,956 | |
Accounts receivable | 60,200 | 3,475 |
Prepaid expenses and other current assets | 130,460 | 12,350 |
Total current assets | 1,326,120 | 2,650,619 |
Property and equipment, net of accumulated depreciation and amortization of $348,397 and $149,919, respectively | 642,920 | 460,176 |
Total Assets | 1,969,040 | 3,110,795 |
Current liabilities: | ||
Accounts payable and accrued expenses | 743,197 | 487,200 |
Payable to related party | 34,569 | 11,277 |
Deferred revenue | 35,847 | 15,073 |
Total current liabilities | 813,613 | 513,550 |
Total liabilities | 813,613 | 513,550 |
Stockholders’ equity: | ||
Preferred stock; $0.001 par value; 50,000,000 shares authorized; and 0 shares issued and outstanding as of September 30, 2022 and March 31, 2022 | ||
Common stock, $0.001 par value; 250,000,000 shares authorized; 32,427,446 and 31,975,083 shares issued; 32,427,446 and 31,965,083 shares outstanding as of September 30, 2022 and March 31, 2022, respectively | 32,428 | 31,975 |
Additional paid in capital | 12,486,757 | 11,214,820 |
Accumulated deficit | (11,363,758) | (8,646,550) |
Treasury stock, at cost | (3,000) | |
Total stockholders’ equity | 1,155,427 | 2,597,245 |
Total Liabilities and Stockholders’ Equity | $ 1,969,040 | $ 3,110,795 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2022 | Mar. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accumulated depreciation, depletion and amortization | $ 348,397 | $ 149,919 |
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 | 32,427,446 | 31,975,083 |
Common stock, shares outstanding | 32,427,446 | 31,965,083 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 41,815 | $ 9,375 | $ 49,947 | $ 11,875 |
Transaction expense | (75,602) | (75,602) | ||
Gross Margin | (33,787) | 9,375 | (25,655) | 11,875 |
Operating expenses: | ||||
Research and development expenses | 327,699 | 294,326 | 586,664 | 650,762 |
General and administrative expenses | 891,008 | 879,355 | 2,128,962 | 1,730,010 |
Total operating expense | 1,218,707 | 1,173,681 | 2,715,626 | 2,380,772 |
Loss from operations | (1,252,494) | (1,164,306) | (2,741,281) | (2,368,897) |
Other income (expense): | ||||
Change in fair value of derivative liability | 6,741 | 6,741 | ||
Interest expense | (20,973) | (20,973) | ||
Gain from legal settlement | 540,059 | |||
Others | 10,023 | 10,023 | ||
Other income (expense) | 10,023 | (14,232) | 550,082 | (14,232) |
Loss before provision for income taxes | (1,242,471) | (1,178,538) | (2,191,199) | (2,383,129) |
Provision for income taxes | ||||
Net loss | $ (1,242,471) | $ (1,178,538) | $ (2,191,199) | $ (2,383,129) |
Loss per common share: | ||||
Basic and diluted | $ (0.04) | $ (0.05) | $ (0.07) | $ (0.10) |
Weighted average common shares outstanding : | ||||
Basic and diluted | 29,116,033 | 24,464,625 | 30,139,288 | 24,610,390 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Mar. 31, 2021 | $ 24,438 | $ 4,584,214 | $ (3,983,626) | $ 625,026 | ||
Beginning 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 - employees and consultants 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 | |||||
Beginning balance, value at Mar. 31, 2021 | $ 24,438 | 4,584,214 | (3,983,626) | 625,026 | ||
Beginning balance, shares at Mar. 31, 2021 | 24,438,416 | |||||
Net loss | (2,383,129) | |||||
Ending balance, value at Sep. 30, 2021 | $ 25,098 | 5,912,800 | (6,366,755) | (428,857) | ||
Ending balance, shares at Sep. 30, 2021 | 25,098,416 | |||||
Beginning balance, value at Jun. 30, 2021 | $ 24,988 | 5,483,060 | (5,188,217) | 319,831 | ||
Beginning balance, shares at Jun. 30, 2021 | 24,988,416 | |||||
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 | |||||
Stock-based compensation - employees and consultants option grants | 319,850 | 319,850 | ||||
Net loss | (1,178,538) | (1,178,538) | ||||
Issuance of common stock to customer | $ 10 | 9,990 | 10,000 | |||
Issuance of common stock to customer, shares | 10,000 | |||||
Ending balance, value at Sep. 30, 2021 | $ 25,098 | 5,912,800 | (6,366,755) | (428,857) | ||
Ending balance, shares at Sep. 30, 2021 | 25,098,416 | |||||
Beginning balance, value at Mar. 31, 2022 | $ 31,975 | $ (3,000) | 11,214,820 | (8,646,550) | 2,597,245 | |
Beginning balance, shares at Mar. 31, 2022 | 31,975,083 | (10,000) | ||||
Stock-based compensation - employees and consultants option grants | 291,382 | 291,382 | ||||
Net loss | (948,728) | (948,728) | ||||
Cancellation of common stock | (3,610) | 3,000 | (13,440) | (526,009) | (540,059) | |
Cancellation of common stock,shares | (3,610,394) | 10,000 | ||||
Ending balance, value at Jun. 30, 2022 | $ 28,365 | 11,492,762 | (10,121,287) | 1,399,840 | ||
Ending balance, shares at Jun. 30, 2022 | 28,364,689 | |||||
Beginning balance, value at Mar. 31, 2022 | $ 31,975 | $ (3,000) | 11,214,820 | (8,646,550) | 2,597,245 | |
Beginning balance, shares at Mar. 31, 2022 | 31,975,083 | (10,000) | ||||
Net loss | (2,191,199) | |||||
Ending balance, value at Sep. 30, 2022 | $ 32,428 | 12,486,757 | (11,363,758) | 1,155,427 | ||
Ending balance, shares at Sep. 30, 2022 | 32,427,446 | |||||
Beginning balance, value at Jun. 30, 2022 | $ 28,365 | 11,492,762 | (10,121,287) | 1,399,840 | ||
Beginning balance, shares at Jun. 30, 2022 | 28,364,689 | |||||
Stock-based compensation - employees and consultants option grants | 280,567 | 280,567 | ||||
Net loss | (1,242,471) | (1,242,471) | ||||
Issuance of common stock in a private placement, net of issuance costs which included 338,983 shares issued for commissions | $ 3,729 | 696,271 | 700,000 | |||
Issuance of common stock in a private placement, net of issuance costs which included 338,983 shares issued for commissions, Shares | 3,728,814 | |||||
Issuance of common stock for service | $ 334 | 17,157 | 17,491 | |||
Issuance of common stock for service, Shares | 333,943 | |||||
Ending balance, value at Sep. 30, 2022 | $ 32,428 | $ 12,486,757 | $ (11,363,758) | $ 1,155,427 | ||
Ending balance, shares at Sep. 30, 2022 | 32,427,446 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) | 3 Months Ended |
Sep. 30, 2022 shares | |
Statement of Stockholders' Equity [Abstract] | |
Shares issued for commissions | 338,983 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||||
Net loss | $ (1,242,471) | $ (1,178,538) | $ (2,191,199) | $ (2,383,129) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 198,477 | |||
Stock based compensation | 298,058 | 589,440 | 646,746 | |
Gain from legal settlement | (540,059) | |||
Change in fair value of derivative liability | (6,741) | (6,741) | ||
Amortization of debt discount | 19,349 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (56,725) | 6,600 | ||
Prepaid expenses and other current assets | (118,110) | (13,779) | ||
Accounts payable and accrued expenses | 255,997 | 288,029 | ||
Payable to related party | 23,292 | 36,680 | ||
Deferred revenue | 20,774 | 2,500 | ||
Net cash flows used in operating activities | (1,818,113) | (1,403,745) | ||
Cash Flows from Investing Activities: | ||||
Purchase of property and equipment | (13,041) | |||
Software development cost | (368,180) | |||
Net cash flows used in investing activities | (381,221) | |||
Cash Flows from Financing Activities: | ||||
Proceeds from issuance of common stock in connection with exercise of common stock purchase warrants | 682,500 | |||
Proceeds from issuance of common stock, warrants and tokens, net of issuance costs | 700,000 | |||
Proceeds from convertible note payable, net | 126,250 | |||
Net cash flows provided by financing activities | 700,000 | 808,750 | ||
Net change in cash and restricted cash | (1,499,334) | (594,995) | ||
Cash and restricted cash at beginning of period | 2,634,794 | 800,331 | ||
Cash and restricted cash at end of period | 1,135,460 | 205,336 | 1,135,460 | 205,336 |
Supplemental disclosure of cash flow information: | ||||
Cash paid for interest | ||||
Cash paid for income taxes | ||||
Supplemental disclosure of non-cash flow information: | ||||
Common stock issued to customer for early adopter | 10,000 | |||
Common stock issued to consultant in lieu of cash | 17,491 | |||
Reconciliation of cash and restricted cash within the consolidated balance sheets to the amounts shown in the consolidated statements of cash flows above at September 30: | ||||
Cash | 1,079,504 | 205,336 | 1,079,504 | 205,336 |
Restricted cash | 55,956 | 55,956 | ||
Total cash and restricted cash | $ 1,135,460 | $ 205,336 | $ 1,135,460 | $ 205,336 |
Business
Business | 6 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Business | 1. 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. On May 12, 2022, the Company incorporated a wholly owned subsidiary, RocketFuel (BVI) Ltd., in the British Virgin Islands. The subsidiary is formed to be the issuer of digital tokens in connection with our planned loyalty program. On May 17, 2022, the Company incorporated another wholly owned subsidiary, RocketFuel A/S, in Denmark. This subsidiary will engage in our B2B cross border settlement program. The subsidiary received a Virtual Asset Services Provider (VASP) license in July 2022, allowing it to offer a variety of crypto-based services in the EU. Both subsidiaries have not commenced commercial operations as of September 30, 2022. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Other than as discussed herein, our significant accounting policies are described in Note 2 to the audited financial statements as of March 31, 2022 which are included in our Annual Report on Form 10-K as filed with the SEC on July 15, 2022. 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 six months ended September 30, 2022 and cash flows for the six months ended September 30, 2022 may not necessarily be indicative of results that may be expected for any succeeding quarter or for the entire fiscal year. The March 31, 2022 balance sheet included herein was derived from the audited financial statements included in the Company’s Annual Report on Form 10-K as of that date. These unaudited financial statements should be read in conjunction with our audited financial statements as of March 31, 2022 as filed with the Securities and Exchange Commission (the “SEC”) on July 15, 2022. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries in accordance with consolidation accounting guidance. The Company’s subsidiaries consist of RocketFuel Blockchain Company (RBC) (incorporated in Nevada), RocketFuel A/S (incorporated in Denmark), and RocketFuel (BVI) (incorporated in the British Virgin Islands), the latter two of which were incorporated during the quarter ended June 30, 2022. All intercompany balances and transactions have been eliminated in consolidation. Use of Accounting Estimates The preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments, which are evaluated on an ongoing basis, and that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Management bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the amounts of revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and judgments. ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2022 (UNAUDITED) 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. 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. Restricted Cash In relation to the Company’s incorporation of a subsidiary in Denmark, a cash deposit of $ 55,956 Software Development Costs The Company accounts for software development costs in accordance with ASC 350-40. Research and development costs are expensed as incurred, except for certain costs which are capitalized in connection with the development of its internal-use software and website. These capitalized costs are primarily related to the application software that is hosted by the Company and accessed by its customers through the Company’s website. In addition, the Company capitalizes certain general and administrative costs related to the customization and development of our internal business systems. Costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing performed to ensure the product is ready for its intended use. The Company also capitalizes costs related to specific upgrades and enhancements of internal-use software when it is probable that the expenditures will result in additional functionality. Maintenance and training costs are expensed as incurred. Capitalized internal use software costs are recorded as part of property and equipment and are amortized on a straight-line basis over an estimated useful life of two years. Property and Equipment Property and equipment are stated at cost. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which is three years for the Company. Maintenance and repairs are charged to operations as incurred. Significant improvements are capitalized and depreciated over the useful life of the assets. Gains or losses on disposition or retirement of property and equipment are recognized in operating expenses. The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the related assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, the effects of obsolescence, demand, competition, and other economic factors. Revenue Recognition During March 2021 we commenced commercial operations. Our revenues will be generated from (i) fees charged under the software development contract; (ii) fees charged in connection with conversion of crypto currencies to and from fiat currencies; (iii) fees charged in connection with the implementation of our ecommerce checkout solutions; and (iv) ongoing daily transactional fees derived as a negotiated percentage of the transactional revenues earned by our merchant customers. In June 2022, we conducted tests of our cross-border B2B solution, which we expect to place in commercial operations by the end of 2022. 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 consolidated financial statements. We determine revenue recognition through the following steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract and (v) recognition of revenue when a performance obligation is satisfied. Collectability is assessed based on a number of factors, including the creditworthiness of a client, the size and nature of a client’s website and transaction history. Amounts billed or collected in excess of revenue recognized are included as deferred revenue. An example of this deferred revenue would be arrangements where clients request or are required by us to pay in advance of delivery. ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2022 (UNAUDITED) Earnings (Loss) Per Share Earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share is computed similar to basic earnings per share, except the weighted average number of common shares outstanding are increased to include additional shares from the assumed exercise of share options, if dilutive. The dilutive effect, if any, of convertible instruments or warrants is calculated using the treasury stock method. There are no outstanding dilutive instruments as the outstanding convertible instruments, stock options and warrants would be anti-dilutive if converted or exercised for the three and six months ended September 30, 2022 and 2021. Stock-based Compensation The Company applies the provisions of ASC 718, Compensation - Stock Compensation For stock options issued to employees and members of the Board of Directors (the “Board) for their services, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised. Pursuant to Accounting Standards Update (“ASU”) 2018-07, Compensation – Stock Compensation (Topic 718): Improvements Non-employee Share-Based Payment Accounting ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2022 (UNAUDITED) 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. Impact of COVID-19 on Our Business The COVID-19 pandemic has resulted, and may continue to result, in significant economic disruption despite progress made in the development and distribution of vaccines. It disrupted global travel, supply chains and the labor market and adversely impacted global commercial activity. While the pandemic has largely subsided, considerable uncertainty still surrounds COVID-19, the evolution of its variants, its potential long-term economic effects, as well as the effectiveness of any responses taken by government authorities and businesses and of various efforts to inoculate the global population. Significant uncertainty continues to exist concerning the impact of the COVID-19 pandemic on our customers’ and prospects’ business and operations in future periods. Although our total revenues for the three and six months ended September 30, 2022 were not materially impacted by COVID-19, we believe our revenues may be negatively impacted in future periods until the effects of the pandemic have fully subsided and the current macroeconomic environment has substantially recovered. Effects of the COVID-19 pandemic that may negatively impact our business in future periods include, but are not limited to: limitations on the ability of our customers to conduct their business, purchase our products and services, and make timely payments; curtailed consumer spending; deferred purchasing decisions; delayed consulting services implementations; labor shortages and decreases in product licenses revenues driven by channel partners. We will continue to actively monitor the nature and extent of the impact to our business, operating results, and financial condition. 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. |
Going Concern
Going Concern | 6 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 3. Going Concern Our consolidated financial statements have been presented on the basis that we are a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We incorporated our business on January 12, 2018, the date of our inception, and commenced commercial operations in March 2021. During the three and six months ended September 30, 2022, we reported a net loss of $ 1,242,471 2,191,199 298,058 589,440 1,818,113 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, 2022, we raised $ 700,000 |
Property, Plant & Equipment
Property, Plant & Equipment | 6 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant & Equipment | 4. Property, Plant & Equipment The Company’s property, plant and equipment assets are comprised of the following: Schedule of Property Plant And Equipment Useful Life September 30, 2022 March 31, 2022 Capitalized software development costs 2 years $ 954,881 $ 586,700 Computer equipment 3 years 36,436 23,395 Less: Accumulated depreciation and amortization (348,397 ) (149,919 ) Property and equipment, net $ 642,920 $ 460,176 ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2022 (UNAUDITED) Capitalized software development costs represent the costs incurred during the development stage, when direct and incremental internal and external costs, are capitalized until the software is substantially complete and ready for its intended use. The Company also capitalizes costs related to specific upgrades and enhancements of internal-use software when it is probable that the expenditures will result in additional functionality. Depreciation and amortization expenses amount to $ 111,396 198,477 No |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 5. Related Party Transactions During the three and six months ended September 30, 2022 and 2021, our chief financial officer was affiliated with legal counsel who provided us with general legal services (the “Affiliate”). We recorded legal fees paid to the Affiliate of $ 15,495 73,553 75,009 99,170 34,569 11,277 |
Deferred Revenue
Deferred Revenue | 6 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenue | 6. 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. Deferred revenue was $ 35,847 15,073 |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | 7. Stockholders’ Equity Private placement: On September 19, 2022, the Company completed a private placement (the “Offering”) of 3,389,831 shares of its common stock, par value $ 0.001 per share (the “Common Stock”) and warrants to purchase 1,694,915 shares of Common Stock (the “Warrants”). In addition, in connection with the Offering, RocketFuel (BVI) Ltd., a wholly owned subsidiary of the Company, also entered into pre-launch token sale agreements with four investors for the issuance of 3,389,831 0.2065 . The Warrants are immediately exercisable at an exercise price equal to $ 0.2065 per share of Common Stock, subject to adjustments as provided under the terms of the Warrants. The Warrants are exercisable for five years from the initial exercise date. On September 19, 2022, in connection with the Offering, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with four investors. The Purchase Agreement sets forth the economic terms set forth above and contains customary representations and warranties of the Company, as well as certain indemnification obligations of the Company and ongoing covenants for the Company. The Company also entered into a registration rights agreement with the investors requiring the Company to file within 90 days of closing a registration statement under the Securities Act of 1933 covering the Common Stock sold in the private placement and the shares issuable upon exercise of the Warrants. The net proceeds to the Company from the Offering, excluding the proceeds, if any, from the exercise of the Warrants, are $ 700,000 338,983 ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2022 (UNAUDITED) Issuance of common stock: The Company entered the marketing service agreement in July 2022 with a firm. In connection with this service agreement, the Company issued 333,943 17,491 27,591 Cancellations of Stock: On October 6, 2021, we entered into a contract with one customer having a one-year term from the date of execution that provided for (1) the payment of $ 10,000 10,000 1.00 10,000 3,000 10,000 On June 7, 2022, we entered into a settlement agreement in the legal proceedings with Joseph Page, our former director and chief technology officer, as defendant, whereunder Page surrendered 3,600,394 540,059 0.15 per share on the date of settlement of the legal proceedings. This gain 3,600,394 As of September 30, 2022, and March 31, 2022, we had 32,427,446 31,965,083 Warrants: As of September 30, 2022 and March 31, 2022, the total outstanding warrants to purchase of the Company’s common stock were 12,360,897 10,665,982 0.75 0.84 1,694,915 0.21 3.80 4.11 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stock-Based Compensation | 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 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 8,000,000 1,908,114 393,987 Service-Based Stock Option Grants In determining the fair value of the service-based options during the six months ended September 30, 2022, we utilized the Black-Scholes pricing model utilizing the following assumptions: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions Option exercise price per share $ 0.21 0.30 Grant date fair value per share $ 0.20 0.29 Range of expected volatility 151% 163% Expected term of option in years 6.25 Range of risk-free interest rate 2.5% 3.3% Dividend yield - ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2022 (UNAUDITED) Activity under the 2018 Plan for all service-based stock options for the six months ended September 30, 2022 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, 2022: 5,606,013 $ 0.33 8.57 $ 5,000 Granted 375,000 0.25 Exercised - - Cancelled or forfeited (489,127 ) 0.33 Options outstanding as of September 30, 2022 5,491,886 $ 0.31 7.51 $ - Options vested and exercisable as of September 30, 2022 2,617,443 $ 0.31 $ - 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 September 30, 2022 of $ 0.17 For the three months ended September 30, 2022 and 2021, we recorded stock-based compensation expense for service-based stock options pursuant to the 2018 Plan in the amount of $ 253,419 294,446 517,654 585,939 2,333,892 3,336,948 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 % Activity under the 2018 Plan for all performance-based stock options for the six months ended September 30, 2022 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 at April 1, 2022: 600,000 $ 0.33 8.46 $ - Granted - - Exercised - - Cancelled or forfeited - - Options outstanding as of September 30, 2022 600,000 $ 0.33 7.96 $ - Options vested and exercisable as of September 30, 2022 282,822 $ 0.33 $ - ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2022 (UNAUDITED) 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 September 30, 2022 of $ 0.17 For the three months ended September 30, 2022 and 2021, we recorded stock-based compensation expense for performance-based stock options pursuant to the 2018 Plan in the amount of $ 27,148 25,404 For the six months ended September 30, 2022 and 2021, we recorded stock-based compensation expense for performance-based stock options pursuant to the 2018 Plan in the amount of $ 54,295 and $ 50,808 , respectively. As of September 30, 2022 and March 31, 2022, we had $ 260,869 and $ 315,164 of unrecognized stock-based compensation cost related to performance-based stock options, respectively. There were no performance-based stock options exercised under the 2018 Plan for the three and six months ended September 30, 2022 and 2021. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies 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. On May 29, 2019, Mr. Page resigned from our board. After his resignation, we retained independent patent counsel to review our patent applications. In connection with this review, we discovered certain deficiencies in some of the applications and in their assignments to us. We determined that all of the applications had been abandoned. Based on this review, we decided to refile three of our applications with the U.S. Patent and Trademark Office, which we did in May 2020. It is our belief that the three newly filed patent applications cover and/or disclose the same subject matter as we disclosed in the five original patent applications. In this case, our rights may be subject to any intervening patent applications made after the dates of the original applications. In the lawsuit, we were alleging that Mr. Page was aware of the abandonments when he assigned the patents to RocketFuel Blockchain Company (“RBC”), a private corporation that he controlled, and that he failed to disclose to us the abandonments when the Company acquired RBC in exchange for shares of the Company’s Common Stock. Mr. Page filed an answer denying the Company’s claims and asserted cross- and counterclaims against the Company and several of the Company’s shareholders alleging breach of contract and fraud. In September 2021, Mr. Page voluntarily dismissed all of the counterclaims against the shareholders. On June 7, 2022, RBC entered into a settlement agreement in the legal proceedings between the Company as plaintiff, and Joseph Page as defendant, whereunder Page surrendered 3,600,394 1,500,000 540,059 0.15 per share on the date of settlement of the legal proceedings. This gain 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. At the date of this report, the Company is unable to estimate the probability of success or dollar amount of rulings in the March 2, 2021 case against EGS, 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. In January 2022, the Company terminated its agreement with Scarola Schaffzib Zubatov PLLC (“SSZ”), which the Company had retained to represent it in the litigation against EGS. The reason for the termination was that the Company believed that SSZ had overcharged for legal services provided. Subsequent to the termination, SSZ sent the Company additional invoices, to which the Company also objected. In August 2022 SZZ filed a lawsuit in the Supreme Court of the State of New York, County of New York, claiming it is owed approximately $ 120,000 120,000 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events On October 27, 2022, by action of the board of directors, the Company reduced the exercise price of all stock options to $ 0.2065 stock options issued and outstanding under our 2018 Stock Incentive Plan and a warrant to purchase 265,982 In November 2022, the Company issued 100,000 On November 11, 2022, our chief technology officer tendered his resignation, effective as of December 11, 2022. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 six months ended September 30, 2022 and cash flows for the six months ended September 30, 2022 may not necessarily be indicative of results that may be expected for any succeeding quarter or for the entire fiscal year. The March 31, 2022 balance sheet included herein was derived from the audited financial statements included in the Company’s Annual Report on Form 10-K as of that date. These unaudited financial statements should be read in conjunction with our audited financial statements as of March 31, 2022 as filed with the Securities and Exchange Commission (the “SEC”) on July 15, 2022. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries in accordance with consolidation accounting guidance. The Company’s subsidiaries consist of RocketFuel Blockchain Company (RBC) (incorporated in Nevada), RocketFuel A/S (incorporated in Denmark), and RocketFuel (BVI) (incorporated in the British Virgin Islands), the latter two of which were incorporated during the quarter ended June 30, 2022. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Accounting Estimates | Use of Accounting Estimates The preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments, which are evaluated on an ongoing basis, and that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Management bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the amounts of revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and judgments. ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2022 (UNAUDITED) |
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. |
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. |
Restricted Cash | Restricted Cash In relation to the Company’s incorporation of a subsidiary in Denmark, a cash deposit of $ 55,956 |
Software Development Costs | Software Development Costs The Company accounts for software development costs in accordance with ASC 350-40. Research and development costs are expensed as incurred, except for certain costs which are capitalized in connection with the development of its internal-use software and website. These capitalized costs are primarily related to the application software that is hosted by the Company and accessed by its customers through the Company’s website. In addition, the Company capitalizes certain general and administrative costs related to the customization and development of our internal business systems. Costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing performed to ensure the product is ready for its intended use. The Company also capitalizes costs related to specific upgrades and enhancements of internal-use software when it is probable that the expenditures will result in additional functionality. Maintenance and training costs are expensed as incurred. Capitalized internal use software costs are recorded as part of property and equipment and are amortized on a straight-line basis over an estimated useful life of two years. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which is three years for the Company. Maintenance and repairs are charged to operations as incurred. Significant improvements are capitalized and depreciated over the useful life of the assets. Gains or losses on disposition or retirement of property and equipment are recognized in operating expenses. The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the related assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, the effects of obsolescence, demand, competition, and other economic factors. |
Revenue Recognition | Revenue Recognition During March 2021 we commenced commercial operations. Our revenues will be generated from (i) fees charged under the software development contract; (ii) fees charged in connection with conversion of crypto currencies to and from fiat currencies; (iii) fees charged in connection with the implementation of our ecommerce checkout solutions; and (iv) ongoing daily transactional fees derived as a negotiated percentage of the transactional revenues earned by our merchant customers. In June 2022, we conducted tests of our cross-border B2B solution, which we expect to place in commercial operations by the end of 2022. 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 consolidated financial statements. We determine revenue recognition through the following steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract and (v) recognition of revenue when a performance obligation is satisfied. Collectability is assessed based on a number of factors, including the creditworthiness of a client, the size and nature of a client’s website and transaction history. Amounts billed or collected in excess of revenue recognized are included as deferred revenue. An example of this deferred revenue would be arrangements where clients request or are required by us to pay in advance of delivery. ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2022 (UNAUDITED) |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share is computed similar to basic earnings per share, except the weighted average number of common shares outstanding are increased to include additional shares from the assumed exercise of share options, if dilutive. The dilutive effect, if any, of convertible instruments or warrants is calculated using the treasury stock method. There are no outstanding dilutive instruments as the outstanding convertible instruments, stock options and warrants would be anti-dilutive if converted or exercised for the three and six months ended September 30, 2022 and 2021. |
Stock-based Compensation | Stock-based Compensation The Company applies the provisions of ASC 718, Compensation - Stock Compensation For stock options issued to employees and members of the Board of Directors (the “Board) for their services, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised. Pursuant to Accounting Standards Update (“ASU”) 2018-07, Compensation – Stock Compensation (Topic 718): Improvements Non-employee Share-Based Payment Accounting ROCKETFUEL BLOCKCHAIN, INC. NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2022 (UNAUDITED) |
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. |
Impact of COVID-19 on Our Business | Impact of COVID-19 on Our Business The COVID-19 pandemic has resulted, and may continue to result, in significant economic disruption despite progress made in the development and distribution of vaccines. It disrupted global travel, supply chains and the labor market and adversely impacted global commercial activity. While the pandemic has largely subsided, considerable uncertainty still surrounds COVID-19, the evolution of its variants, its potential long-term economic effects, as well as the effectiveness of any responses taken by government authorities and businesses and of various efforts to inoculate the global population. Significant uncertainty continues to exist concerning the impact of the COVID-19 pandemic on our customers’ and prospects’ business and operations in future periods. Although our total revenues for the three and six months ended September 30, 2022 were not materially impacted by COVID-19, we believe our revenues may be negatively impacted in future periods until the effects of the pandemic have fully subsided and the current macroeconomic environment has substantially recovered. Effects of the COVID-19 pandemic that may negatively impact our business in future periods include, but are not limited to: limitations on the ability of our customers to conduct their business, purchase our products and services, and make timely payments; curtailed consumer spending; deferred purchasing decisions; delayed consulting services implementations; labor shortages and decreases in product licenses revenues driven by channel partners. We will continue to actively monitor the nature and extent of the impact to our business, operating results, and financial condition. |
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. |
Property, Plant & Equipment (Ta
Property, Plant & Equipment (Tables) | 6 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property Plant And Equipment | The Company’s property, plant and equipment assets are comprised of the following: Schedule of Property Plant And Equipment Useful Life September 30, 2022 March 31, 2022 Capitalized software development costs 2 years $ 954,881 $ 586,700 Computer equipment 3 years 36,436 23,395 Less: Accumulated depreciation and amortization (348,397 ) (149,919 ) Property and equipment, net $ 642,920 $ 460,176 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Sep. 30, 2022 | |
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 | In determining the fair value of the service-based options during the six months ended September 30, 2022, we utilized the Black-Scholes pricing model utilizing the following assumptions: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions Option exercise price per share $ 0.21 0.30 Grant date fair value per share $ 0.20 0.29 Range of expected volatility 151% 163% Expected term of option in years 6.25 Range of risk-free interest rate 2.5% 3.3% Dividend yield - |
Schedule of Stock Option Activity | Activity under the 2018 Plan for all service-based stock options for the six months ended September 30, 2022 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, 2022: 5,606,013 $ 0.33 8.57 $ 5,000 Granted 375,000 0.25 Exercised - - Cancelled or forfeited (489,127 ) 0.33 Options outstanding as of September 30, 2022 5,491,886 $ 0.31 7.51 $ - Options vested and exercisable as of September 30, 2022 2,617,443 $ 0.31 $ - |
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 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 % |
Schedule of Stock Option Activity | Activity under the 2018 Plan for all performance-based stock options for the six months ended September 30, 2022 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 at April 1, 2022: 600,000 $ 0.33 8.46 $ - Granted - - Exercised - - Cancelled or forfeited - - Options outstanding as of September 30, 2022 600,000 $ 0.33 7.96 $ - Options vested and exercisable as of September 30, 2022 282,822 $ 0.33 $ - |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 |
Accounting Policies [Abstract] | |||
Restricted cash | $ 55,956 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Net loss | $ 1,242,471 | $ 948,728 | $ 1,178,538 | $ 1,204,591 | $ 2,191,199 | $ 2,383,129 |
Stock-based compensation | $ 298,058 | 589,440 | 646,746 | |||
Cash flows used in operating activities | 1,818,113 | 1,403,745 | ||||
Proceeds from net of the issuance costs | 700,000 | |||||
Common Stock And Warrant [Member] | ||||||
Proceeds from net of the issuance costs | $ 700,000 |
Schedule of Property Plant And
Schedule of Property Plant And Equipment (Details) - USD ($) | 6 Months Ended | |
Sep. 30, 2022 | Mar. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Less: Accumulated depreciation and amortization | $ (348,397) | $ (149,919) |
Property plant and equipment, net | $ 642,920 | 460,176 |
Software and Software Development Costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 2 years | |
Capitalized software development costs | $ 954,881 | 586,700 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 3 years | |
Capitalized software development costs | $ 36,436 | $ 23,395 |
Property, Plant & Equipment (De
Property, Plant & Equipment (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 111,396 | $ 0 | $ 198,477 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |||||
Legal fees | $ 15,495 | $ 75,009 | $ 73,553 | $ 99,170 | |
Due to related parties current | $ 34,569 | $ 34,569 | $ 11,277 |
Deferred Revenue (Details Narra
Deferred Revenue (Details Narrative) - USD ($) | Sep. 30, 2022 | Mar. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue | $ 35,847 | $ 15,073 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||
Sep. 19, 2022 | Jun. 07, 2022 | Oct. 06, 2021 | Jul. 31, 2022 | Oct. 31, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Number of shares issued | 10,000 | ||||||||||
Common stock value per share | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Proceeds from warrant exercises | $ 682,500 | ||||||||||
Recognized gain on settlement | $ 540,059 | ||||||||||
Share price | $ 0.15 | ||||||||||
Common stock shares outstanding | 32,427,446 | 32,427,446 | 31,965,083 | ||||||||
Warrants issued to purchase stock | 1,694,915 | 1,694,915 | |||||||||
Blockchain Technology [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Sale of stock, consideration received on transaction | $ 10,000 | ||||||||||
Marketing Service Agreement [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Number of share issued | 333,943 | ||||||||||
Stock compensation expense | $ 17,491 | $ 17,491 | |||||||||
Unrecognized stock compensation expense | $ 27,591 | $ 27,591 | |||||||||
Investors [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Number of shares issued | 3,389,831 | ||||||||||
Investors [Member] | Purchase Agreement [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Proceeds from warrant exercises | $ 700,000 | ||||||||||
One Investors [Member] | Purchase Agreement [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Number of share issued | 338,983 | ||||||||||
Joseph Page [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Number of shares forfeited | 3,600,394 | ||||||||||
Shares issued | 3,600,394 | ||||||||||
Recognized gain on settlement | $ 540,059 | ||||||||||
Employees Directors And Consultants [Member] | 2018 Stock Incentive Plan [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Exercise Price per share | $ 0.21 | ||||||||||
Common Stock [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Number of shares issued | 3,728,814 | ||||||||||
Common stock value per share | $ 1 | ||||||||||
Number of share issued | 333,943 | ||||||||||
Repurchase of shares issued | 10,000 | ||||||||||
Number of shares issued, value | $ 3,000 | ||||||||||
Number of shares forfeited | 10,000 | ||||||||||
Warrant [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,694,915 | ||||||||||
Sale of Stock, Price Per Share | $ 0.2065 | ||||||||||
Warrants exercise price | $ 0.2065 | $ 0.75 | $ 0.75 | $ 0.84 | |||||||
Warrant exercisable term | 5 years | ||||||||||
Warrants issued to purchase stock | 12,360,897 | 12,360,897 | 10,665,982 | ||||||||
weighted average remaining contractual terms | 3 years 9 months 18 days | 3 years 9 months 18 days | 4 years 1 month 9 days | ||||||||
Private Placement [Member] | Common Stock [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Number of shares issued | 3,389,831 | ||||||||||
Common stock value per share | $ 0.001 |
Schedule of Share-based Payment
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) - $ / shares | 6 Months Ended | |
Sep. 30, 2022 | Jun. 07, 2022 | |
Option exercise price per share | $ 0.15 | |
Service Based Stock Option [Member] | Employees And Consultants [Member] | ||
Expected term of option in years | 6 years 3 months | |
Expected dividend rate | ||
Performance Based Options [Member] | ||
Option exercise price per share | $ 1.08 | |
Grant date fair market value per share | $ 1.08 | |
Expected volatility | 240.10% | |
Expected term of option in years | 6 years 3 months | |
Risk free interest rate | 0.54% | |
Expected dividend rate | 0% | |
Minimum [Member] | Service Based Stock Option [Member] | Employees And Consultants [Member] | ||
Option exercise price per share | $ 0.21 | |
Grant date fair market value per share | $ 0.20 | |
Expected volatility | 151% | |
Risk free interest rate | 2.50% | |
Maximum [Member] | Service Based Stock Option [Member] | Employees And Consultants [Member] | ||
Option exercise price per share | $ 0.30 | |
Grant date fair market value per share | $ 0.29 | |
Expected volatility | 163% | |
Risk free interest rate | 3.30% |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Mar. 31, 2022 | |
Service Based Stock Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Option Outstanding, Number, Beginning Balance | 5,606,013 | |
Weighted Average Exercise price per share, Beginning Option Outstanding | $ 0.33 | |
Weighted Average Remaining Contractual Term In Years, Option Outstanding | 7 years 6 months 3 days | 8 years 6 months 25 days |
Aggregate Intrinsic Value, Beginning Balance | $ 5,000 | |
Option Outstanding, Granted | 375,000 | |
Weighted Average Exercise price per share, Granted | $ 0.25 | |
Weighted Average Exercise price per share, Exercised | ||
Option Outstanding, Cancelled or Forfeited | (489,127) | |
Weighted Average Exercise price per share, Cancalled or Forfeited | $ 0.33 | |
Option Outstanding, Number, Ending Balance | 5,491,886 | 5,606,013 |
Weighted Average Exercise price per share, Ending Option Outstanding | $ 0.31 | $ 0.33 |
Aggregate Intrinsic Value, Ending Balance | $ 5,000 | |
Option Outstanding, Options Exercisable Ending Balance | 2,617,443 | |
Weighted Average Exercise price per share, Option Vested and Exercisable | $ 0.31 | |
Aggregate Intrinsic Value, Options Exercisable Ending Balance | ||
Option Outstanding, Cancelled or Forfeited | 489,127 | |
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, Beginning Option Outstanding | $ 0.33 | |
Weighted Average Remaining Contractual Term In Years, Option Outstanding | 7 years 11 months 15 days | 8 years 5 months 15 days |
Aggregate Intrinsic Value, Beginning Balance | ||
Option Outstanding, Granted | ||
Weighted Average Exercise price per share, Granted | ||
Option Outstanding, Exercised | ||
Weighted Average Exercise price per share, Exercised | ||
Option Outstanding, Cancelled or Forfeited | ||
Weighted Average Exercise price per share, Cancalled or Forfeited | ||
Option Outstanding, Number, Ending Balance | 600,000 | 600,000 |
Weighted Average Exercise price per share, Ending Option Outstanding | $ 0.33 | $ 0.33 |
Aggregate Intrinsic Value, Ending Balance | ||
Option Outstanding, Options Exercisable Ending Balance | 282,822 | |
Weighted Average Exercise price per share, Option Vested and Exercisable | $ 0.33 | |
Aggregate Intrinsic Value, Options Exercisable Ending Balance | ||
Option Outstanding, Cancelled or Forfeited |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||
May 10, 2022 | Mar. 18, 2021 | Aug. 08, 2018 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | Sep. 15, 2020 | |
Performance Based Stock Option [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Warrants exercise price | $ 0.17 | $ 0.17 | |||||||
Performance Based Options [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of stock option vesting description | 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. | ||||||||
Number of stock option vesting | 75,000 | ||||||||
Performance Based Options [Member] | February 1, 2021 [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of stock option vesting | 525,000 | ||||||||
2018 Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Warrants exercise price | $ 0.17 | $ 0.17 | |||||||
Share based compensation expenses | $ 27,148 | $ 25,404 | $ 54,295 | $ 50,808 | |||||
Unrecognized stock-based compensation | $ 2,333,892 | $ 2,333,892 | $ 3,336,948 | ||||||
2018 Plan [Member] | Share-Based Payment Arrangement, Option [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Stock option, term | 10 years | ||||||||
Common stock, capital shares reserved for future issuance | 2,000,000 | ||||||||
Number of shares available for grant | 6,000,000 | 1,908,114 | 1,908,114 | 393,987 | 4,000,000 | ||||
Increase number of shares | 8,000,000 | ||||||||
2018 Plan [Member] | Performance Based Stock Option [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share based compensation expenses | $ 253,419 | $ 294,446 | $ 517,654 | $ 585,939 | |||||
Unrecognized stock-based compensation | $ 260,869 | $ 260,869 | $ 315,164 | ||||||
2018 Plan [Member] | Performance Based Options [Member] | Mr.Hall [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of stock option exercisable | 600,000 | 600,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jan. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 07, 2022 | |
Registration Payment Arrangement [Line Items] | |||||||
Gain (loss) related to litigation settlement | $ 540,059 | ||||||
share price | $ 0.15 | ||||||
Legal fees | $ 15,495 | $ 75,009 | $ 73,553 | $ 99,170 | |||
Scarola Schaffzib Zubatov PLLC [Member] | |||||||
Registration Payment Arrangement [Line Items] | |||||||
Legal fees | $ 120,000 | ||||||
Accounts payable | $ 120,000 | ||||||
Joseph Page [Member] | |||||||
Registration Payment Arrangement [Line Items] | |||||||
Common stock, other shares, outstanding | 1,500,000 | ||||||
Gain (loss) related to litigation settlement | $ 540,059 | ||||||
Joseph Page [Member] | Common Stock [Member] | |||||||
Registration Payment Arrangement [Line Items] | |||||||
Common stock, other shares, outstanding | 3,600,394 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - $ / shares | 1 Months Ended | 3 Months Ended | |||
Oct. 06, 2021 | Nov. 30, 2022 | Sep. 30, 2022 | Oct. 27, 2022 | Jun. 07, 2022 | |
Subsequent Event [Line Items] | |||||
Share price | $ 0.15 | ||||
Number of shares issued | 10,000 | ||||
Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of shares issued | 3,728,814 | ||||
Subsequent Event [Member] | Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of shares issued | 100,000 | ||||
Subsequent Event [Member] | 2018 Plan [Member] | Peter M.Jensen [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of share issued | 265,982 | ||||
Subsequent Event [Member] | 2018 Plan [Member] | Share-Based Payment Arrangement, Option [Member] | |||||
Subsequent Event [Line Items] | |||||
Share price | $ 0.2065 |