Cover
Cover - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Aug. 18, 2023 | |
Cover [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | FY | |
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 Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Public Float | $ 3,285,758 | |
Entity Common Stock, Shares Outstanding | 33,120,628 | |
ICFR Auditor Attestation Flag | false | |
Document Financial Statement Error Correction [Flag] | false | |
Auditor Name | Prager Metis CPAs, LLC | |
Auditor Firm ID | 273 | |
Auditor Location | Hackensack, New Jersey |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 |
Current assets: | ||
Cash | $ 421,566 | $ 2,634,794 |
Accounts receivable | 3,475 | |
Prepaid and other current assets | 143,870 | 12,350 |
Total current assets | 565,436 | 2,650,619 |
Intangible assets, net of accumulated amortization of $655,333 and $147,277 respectively | 622,729 | 439,422 |
Property and equipment, net of accumulated depreciation of $10,814 and $2,642, respectively | 28,202 | 20,754 |
Total assets | 1,216,367 | 3,110,795 |
Current liabilities: | ||
Accounts payable and accrued expenses | 680,460 | 487,200 |
Notes payable | 276,667 | |
Deferred revenue | 57,231 | 15,073 |
Total current liabilities | 1,039,991 | 513,550 |
Total liabilities | 1,039,991 | 513,550 |
Commitments and Contingencies | ||
Stockholders’ equity: | ||
Preferred stock; $0.001 par value; 50,000,000 shares authorized; and 0 shares issued and outstanding | ||
Common stock, $0.001 par value; 250,000,000 shares authorized; 32,427,446 and 31,965,803 shares issued; 32,427,446 and 31,965,083 shares outstanding as of March 31, 2023 and 2022, respectively | 32,428 | 31,975 |
Additional paid in capital | 13,055,831 | 11,214,820 |
Common shares to be issued – related party | 39,100 | |
Accumulated deficit | (12,950,983) | (8,646,550) |
Treasury stock, at cost | (3,000) | |
Total stockholders’ equity | 176,376 | 2,597,245 |
Total liabilities and stockholders’ equity | 1,216,367 | 3,110,795 |
Related Party [Member] | ||
Current liabilities: | ||
Payable to related party | $ 25,633 | $ 11,277 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accumulated amortization of intangible assets | $ 655,333 | $ 147,277 |
Accumulated depreciation | $ 10,814 | $ 2,642 |
Preferred stock, par value | $ 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 value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 32,427,446 | 31,965,803 |
Common stock, shares outstanding | 32,427,446 | 31,965,083 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue, net | $ 203,199 | $ 30,504 |
Operating Expenses: | ||
Research and development | 61,431 | 897,277 |
General and administrative expenses | 5,185,190 | 3,763,179 |
Total operating expenses | 5,246,621 | 4,660,456 |
Loss from operations | (5,043,422) | (4,629,952) |
Other income (expense) | ||
Change in fair value of derivative liability | 4,128 | |
Loss on debt extinguishment | (15,076) | |
Loss on foreign currency exchange | (22,983) | |
Interest expense | (2,078) | (22,024) |
Gain from legal settlements | 1,290,059 | |
Total other income (expense) | 1,264,998 | (32,972) |
Loss before provision for income taxes | (3,778,424) | (4,662,924) |
Provision for income taxes | ||
Net Loss | $ (3,778,424) | $ (4,662,924) |
Loss per common share: | ||
Basic and diluted | $ (0.12) | $ (0.17) |
Weighted average common shares outstanding: | ||
Basic and diluted | 31,298,976 | 27,820,791 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Treasury Stock, Common [Member] | Additional Paid-in Capital [Member] | Common Shares To Be Issued Related Party [Member] | Retained Earnings [Member] | Total |
Balance, value at Mar. 31, 2021 | $ 24,438 | $ 4,584,214 | $ (3,983,626) | $ 625,026 | ||
Balance, shares at Mar. 31, 2021 | 24,438,416 | |||||
Issuance of common stock in connection with exercise of common stock purchase warrants | $ 850 | 881,650 | 882,500 | |||
Issuance of common stock in connection with exercise of common stock purchase warrants, shares | 850,000 | |||||
Stock-based compensation - employees and consultants option grants | 1,360,642 | 1,360,642 | ||||
Issuance of common stock to customers | $ 20 | 19,980 | 20,000 | |||
Issuance of common stock to customers, shares | 20,000 | |||||
Issuance of common stock and warrants, net of issuance costs | $ 6,667 | 4,368,334 | 4,375,001 | |||
Issuance of common stock and warrants, net of issuance costs, shares | 6,666,667 | |||||
Repurchase of common stock | $ (3,000) | (3,000) | ||||
Repurchase of common stock, shares | (10,000) | |||||
Net loss | (4,662,924) | (4,662,924) | ||||
Balance, value at Mar. 31, 2022 | $ 31,975 | $ (3,000) | 11,214,820 | (8,646,550) | 2,597,245 | |
Balance, shares at Mar. 31, 2022 | 31,975,083 | (10,000) | ||||
Stock-based compensation - employees and consultants option grants | 1,141,023 | 1,141,023 | ||||
Net loss | (3,778,424) | (3,778,424) | ||||
Cancellation of common stock | (3,610) | 3,000 | (13,440) | (526,009) | (540,059) | |
Cancellation of common stock, shares | (3,610,394) | 10,000 | ||||
Common shares to be issued-related parties | 39,100 | 39,100 | ||||
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, shares | 3,728,814 | |||||
Issuance of common stock for services | $ 334 | 17,157 | 17,491 | |||
Issuance of common stock for services, shares | 333,943 | |||||
Balance, value at Mar. 31, 2023 | $ 32,428 | $ 13,055,831 | $ 39,100 | $ (12,950,983) | $ 176,376 | |
Balance, shares at Mar. 31, 2023 | 32,427,446 |
Consolidated Statement of Sto_2
Consolidated Statement of Stockholders' Equity (Deficit) (Parenthetical) | 12 Months Ended |
Mar. 31, 2023 shares | |
Statement of Stockholders' Equity [Abstract] | |
Shares issued for commission | 338,983 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (3,778,424) | $ (4,662,924) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 516,228 | 149,919 |
Stock based compensation | 1,141,023 | 1,380,642 |
Proceeds from legal settlement | (540,059) | |
Common stock issued for services | 17,491 | |
Common stock issued for services – related party | 39,100 | |
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 | 3,475 | 6,525 |
Prepaid expenses and other current assets | (131,520) | (7,350) |
Accounts payable and accrued expenses | 193,260 | 342,370 |
Payable to related parties | 14,356 | (24,198) |
Deferred revenue | 42,158 | 5,073 |
Net cash flows used in operating activities | (2,482,912) | (2,776,911) |
Cash Flows from Investing Activities: | ||
Purchase of property and equipment | (20,725) | (23,395) |
Software development costs | (686,259) | (586,700) |
Net cash flows used in investing activities | (706,984) | (610,095) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of common stock and warrants, net of issuance costs | 700,000 | 4,375,001 |
Proceeds from exercise of common stock warrants | 882,500 | |
Shares repurchased | (3,000) | |
Proceeds from convertible note payable, net | 150,000 | 126,250 |
Proceeds from convertible note payable – related parties | 126,668 | |
Repayment of convertible note payable | (159,282) | |
Net cash flows provided by financing activities | 976,668 | 5,221,469 |
Net change in cash | (2,213,228) | 1,834,463 |
Cash at beginning of year | 2,634,794 | 800,331 |
Cash at end of year | 421,566 | 2,634,794 |
Supplemental disclosure of non-cash flow information | ||
Common stock issued to customer for early adoption | $ 20,000 |
Business
Business | 12 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Business | 1. Business We (or the “Company”) provide payment solutions to businesses enabling them to make and receive payments with cryptocurrencies and via bank transfers, including ACH. Our primary solutions consist of a blockchain-based check-out system enabling shoppers on e-commerce sites to pay using cryptocurrencies and direct bank transfers. We have also recently introduced a payouts solution that enables businesses, including those in the in the “gig economy,” to make payments to their vendors and service providers via cryptocurrencies and bank transfers. We also provide businesses with the ability to send cross-border payments to themselves and their affiliates and subsidiaries using stable coins. Our corporate headquarters are located in San Francisco, California. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements (“financial statement”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Principles of Consolidation The accompanying 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 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 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. Cash and Cash Equivalents Financial instruments that potentially expose the Company to concentration of credit risk consist primarily of cash and accounts receivable. The Company’s cash is deposited with major financial institutions. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”). As of March 31, 2023, the Company had $ 118,574 250,000 Software Development Costs The Company accounts for software development costs in accordance with ASC 350-40. 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 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 Our revenues are generated from (i) fees charged in connection with the implementation of our software platform; (ii) ongoing daily transactional fees derived as a negotiated percentage of the transactional revenues paid by our merchant customers, (iii) gains from the spread between the exchange rates on cryptocurrency transactions and (iiv) software development fees. Our revenue recognition policy follows the guidance from Accounting Standards Codification (“ASC”) 606, “Revenue Recognition,” and Accounting Standards Update No. 2014-09 - Revenue from Contracts with Customers (Topic 606) which provide guidance on the recognition, presentation, and disclosure of revenue in financial statements. We determine revenue recognition through the following steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract and (v) recognition of revenue when a performance obligation is satisfied. Collectability is assessed based on a number of factors, including the creditworthiness of a client, the size and nature of a client’s website and transaction history. Amounts billed or collected in excess of revenue recognized are included as deferred revenue. An example of this deferred revenue would be arrangements where clients request or are required by us to pay in advance of delivery. Revenue from fees charged in connection with the implementation of our software platform are recognized over the term specified in the contract with the merchant, which is primarily one year. Revenues from ongoing daily transactional fees derived as a negotiated percentage of the transactional revenues paid by our merchant customers are recognized when each transaction occurs. Revenues from software development contracts are recognized at the time each performance obligation set forth in the contract has been completed, in the amounts allocated to the completed obligation, and as all measurements and criteria for revenue recognition are satisfied. ROCKETFUEL BLOCKCHAIN, INC. In April 2016, the FASB issued “ASU 2016 - 10 Revenue from Contract with Customers (Topic 606): identifying Performance Obligations and Licensing.” The amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments in this Update are intended to render more detailed implementation guidance with the expectation to reduce the degree of judgement necessary to comply with Topic 606. The amendments in this Update affect the guidance in ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which is not yet effective. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements in Topic 606 (and any other Topic amended by Update 2014-09). ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year. We are currently evaluating the impact that this updated guidance will have on our results of operations, cash flows or financial condition. Fair Value of Financial Instruments We follow Accounting Standards Codification 820-10 (“ASC 820-10”), “Fair Value Measurements and Disclosures,” The hierarchy established under ASC 820-10 gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below: Level 1 - Pricing inputs are quoted prices available in active markets for identical investments as of the reporting date. As required by ASC 820-10, we do not adjust the quoted price for these investments, even in situations where we hold a large position and a sale could reasonably impact the quoted price. Level 2 - Pricing inputs are quoted prices for similar investments, or inputs that are observable, either directly or indirectly, for substantially the full term through corroboration with observable market data. Level 2 includes investments valued at quoted prices adjusted for legal or contractual restrictions specific to these investments. Level 3 - Pricing inputs are unobservable for the investment, that is, inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Level 3 includes investments that are supported by little or no market activity. Net Loss Per Share Net loss per share is computed by dividing net 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 and warrants would be anti-dilutive if converted or exercised, respectively, as of March 31, 2023 and 2022. The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss position even though the exercise price could be less than the average market price of the common shares: Schedule of Antidilutive Securities from the Diluted Per Share 2023 2022 Years Ended March 31, 2023 2022 Stock Options, vested and exercisable 3,263,468 2,377,300 Common Stock Warrants 10,410,897 10,665,982 Total 13,674,365 13,043,282 Anti-dilutive securities 13,674,365 13,043,282 Stock-based Compensation The Company applies the provisions of ASC 718, Compensation - Stock Compensation ROCKETFUEL BLOCKCHAIN, INC. 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 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 7). 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. 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. ROCKETFUEL BLOCKCHAIN, INC. |
Going Concern
Going Concern | 12 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 3. Going Concern Our financial statements have been presented on the basis that we are a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We incorporated our business on January 12, 2018, the date of our inception, and commenced commercial operations in March 2021. During the years ended March 31, 2023 and 2022, we reported a net loss of $ 3,778,424 4,662,924 1,141,023 1,380,642 2,482,912 2,776,911 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 year ended March 31, 2023, we raised $ 700,000 150,000 |
Intangible Assets, Property, Pl
Intangible Assets, Property, Plant & Equipment | 12 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Intangible Assets, Property, Plant & Equipment | 4. Intangible Assets, Property, Plant & Equipment The Company’s property, plant and equipment assets are comprised of the following: Schedule of Property Plant And Equipment March 31, 2023 March 31, 2022 Capitalized software development costs $ 1,278,062 $ 586,700 Computer equipment 39,015 23,395 Less: Combined accumulated depreciation and amortization (666,146 ) (149,919 ) Combined intangible assets, property and equipment, net $ 650,931 $ 460,176 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 expense amount to $ 9,357 508,055 2,642 147,277 Amortization expense for fiscal year end March 31, 2024 is expected to be $ 466,818 155,911 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 5. Related Party Transactions During the years ended March 31, 2023 and 2022, 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 $ 83,985 126,850 25,633 11,277 In order to help reduce our overhead, Peter M. Jensen, our Chief Executive Officer, and Bennett J. Yankowitz, our Chief Financial Officer, agreed for period November 15, 2022 through December 31, 2022 to accept shares of common stock for deferred compensation until our next financing is completed. The shares were valued based on the market price of $ 0.11 227,272 25,000 0.11 113,636 12,500 0.11 On January 13, 2023, we completed a private of placement $ 150,000 150,000 50,000 10% The notes may be prepaid by us at any time. If we prepay the entire outstanding principal amount of a note on or before April 13, 2023, then there is no prepayment premium. If we prepay the entire outstanding principal amount of a note between April 14, 2023 and the maturity date, then we must also pay accrued interest on such principal amount in an amount equal to 50% of such principal amount. If we repay the outstanding principal amount of a note on or after the maturity date, then we shall also pay accrued interest on such principal amount in an amount equal to 100% of such principal amount. 0.2065 1,000,000 0.2065 i.e 0.4130 0.2065 150,000 On January 18, 2023, we borrowed $ 200,000 1,535 10% On March 31, 2023, we issued Convertible Notes to Officers Gert Funk, Bennett Yankowitz, and Peter Jensen totaling $ 126,667 |
Deferred Revenue
Deferred Revenue | 12 Months Ended |
Mar. 31, 2023 | |
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. During the years ended March 31, 2023 and 2022, we recorded revenues of $ 203,199 30,504 57,231 15,073 |
Convertible Note Payable
Convertible Note Payable | 12 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable | 7. 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% 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 0% 197.41% 0.07% 1 1.01 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 4,128 15,076 For a discussion of certain convertible notes issued subsequent to March 31, 2023, see Note 5 to the Consolidated Financial Statements. |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes As of March 31, 2023 and 2022, we had no material unrecognized tax benefits and no adjustments to liabilities or operations were required. We were incorporated on January 12, 2018, and therefore, the years ended March 31, 2018 through 2022 tax years are subject to examination by the federal and state taxing authorities. There are no income tax examinations currently in process. ROCKETFUEL BLOCKCHAIN, INC. Reconciliation between our effective tax rate and the United States statutory rate is as follows for the years ended March 31: Schedule of Reconciliation Effective Tax Rate 2023 2022 Federal income tax expense (benefit) based on statutory rate $ (755,900 ) (21.0 )% $ (979,000 ) (21.0 )% State income tax expense (benefit), net of federal taxes (251,300 ) (7.0 )% (410,000 ) (8.8 )% Revision of NOL estimates, state apportionment factors, stock-based compensation and state effective tax rates (334,700 ) (9.3 )% (359,000 ) (7.2 )% Change in valuation allowance 1,341,900 37.3 % 1,748,000 37.0 % Total taxes on income (loss) $ - - % $ - - % Deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the tax basis of the assets and liabilities using the enacted tax rate in effect in the years in which the differences are expected to reverse. A 100 Significant components of our deferred tax assets consist of the following: Schedule of Deferred tax Assets March 31, 2023 March 31, 2022 Deferred tax assets arising from: Share based compensation 1,557,700 1,223,000 Net operating loss carryforwards 2,388,200 1,381,000 Total deferred tax assets 3,945,900 2,604,000 Less valuation allowance (3,945,900 ) (2,604,000 ) Net deferred tax assets $ - $ - As of March 31, 2023 and 2022, we had federal and state tax net operating loss carryforwards of $ 7,037,200 4,634,000 4,634,000 6,301,601 Potential 382 Limitations We have not completed a study to assess whether one or more ownership changes have occurred since we became a loss corporation as defined in Section 382 of the Code, but we believe that it is likely that an ownership change has occurred. If we have experienced an ownership change, utilization of the NOL and AMT would be subject to an annual limitation, which is determined by first multiplying the value of our common stock at the time of the ownership change by the applicable long-term, tax-exempt rate, and then could be subject to additional adjustments, as required. Any such limitation may result in the expiration of a portion of the NOL and AMT before utilization. Until a study is completed and any limitation known, no amounts are being considered as an uncertain tax position or disclosed as an unrecognized tax benefit under ASC 740. Any carryforwards that expire prior to utilization as a result of such limitations will be removed from deferred tax assets with a corresponding adjustment to the valuation allowance. Due to the existence of the valuation allowance, it is not expected that any potential limitation will have a material impact on our operating results. Our net operating loss carryforwards are subject to review and possible adjustment by the Internal Revenue Service and are subject to certain limitations in the event of cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50% |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 12 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity (Deficit) | 9. Stockholders’ Equity (Deficit) On January 9, 2020, we sold 10,000 10,000 11,250 11,250 478,750 1.00 478,750 500,000 50,000 On May 1, 2020, we issued a warrant to purchase 1,500,000 1.00 April 30, 2021 1,500,000 1.50 12 1,100,000 1,000,000 1,000,000 100,000 100,000 400,000 400,000 2,250,000 1.00 300,000 1.00 1,950,000 On August 24, 2020, we issued 150,000 162,000 1.08 On February 15, 2021, we issued a warrant to purchase 265,982 1.00 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. ROCKETFUEL BLOCKCHAIN, INC. 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 10,000 3,000 10,000 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 $ 1,000,000 500,000 1.00 1.65 80 1,300,000 800,000 1.00 1.65 80 50,000 82,500 1.65 1,250,000 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 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 ROCKETFUEL BLOCKCHAIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 The Company entered the marketing service agreement in July 2022 with a firm. In connection with this service agreement, the Company issued 333,943 restricted shares and recognized $ 45,082 of stock compensation expense for the year ending March 31, 2023. 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 3,600,394 On September 19, 2022, the Company completed a private placement (the “Offering”) of 3,389,831 0.001 1,694,915 3,389,831 0.2065 0.2065 700,000 338,983 On January 13, 2023, we completed a private of placement $ 150,000 150,000 50,000 10% The notes may be prepaid by us at any time. If we prepay the entire outstanding principal amount of a note on or before April 13, 2023, then there is no prepayment premium. If we prepay the entire outstanding principal amount of a note between April 14, 2023 and the maturity date, then we must also pay accrued interest on such principal amount in an amount equal to 50% of such principal amount. If we repay the outstanding principal amount of a note on or after the maturity date, then we shall also pay accrued interest on such principal amount in an amount equal to 100% of such principal amount 0.2065 1,000,000 0.2065 i.e 0.4130 0.2065 150,000 As of March 31, 2023 and 2022 we had 32,427,446 31,965,083 From January 1, 2018 through March 31, 2023, we granted stock options under our 2018 Stock Incentive Plan, as amended, to issue up to an aggregate of 6,441,886 0.21 On January 18, 2023, we borrowed $ 200,000 1,535 10% In order to help reduce our overhead, Peter M. Jensen, our Chief Executive Officer, and Bennett J. Yankowitz, our Chief Financial Officer, agreed for period November 15, 2022 through December 31, 2022 to accept shares of common stock in lieu of salary until our next financing is completed. The shares were valued based on the market price of $ 0.11 227,272 25,000 0.11 113,636 12,500 0.11 As stated above, we closed the sale of $ 150,000 (i) the principal amount thereof shall equal the amount of salary deferred commencing February 1, 2023; (ii) the Notes shall mature on October 1, 2023; (iii) the Notes shall bear interest at a rate of 10% per annum; (iv) if not repaid by July 1, 2023, there shall be a 50% premium, and if the Notes are not repaid by their maturity, there shall a 100% premium 0.2065 150,000 Warrants: As of March 31, 2023 and March 31, 2022, the total outstanding warrants to purchase of the Company’s common stock were 10,410,982 10,665,982 0.71 0.84 1,694,915 0.2065 4.09 ROCKETFUEL BLOCKCHAIN, INC. The following is a summary of warrants for the years ended March 31, 2023 and 2022: Summary of Warrants Warrants Weighted Average Exercise Price 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 at March 31, 2022 10,665,982 $ 0.84 Issued 1,694,915 0.2065 Exercised - Canceled - Expired 1,950,000 1.00 Outstanding and exercisable at March 31, 2023 10,410,897 0.71 Weighted average remaining contractual term (years) 4.09 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Mar. 31, 2023 | |
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 1,308,114 393,987 On May 10, 2022, the Board has approved a plan to increase the number of shares to 8,000,000 for 2018 Plan. In addition to the options discussed here, there have been 600,000 performance-based option shares issued outside the 2018 Plan Stock Option Re-Pricing On January 11, 2022, our Board of Directors approved the re-pricing of the exercise price of certain options totaling 5,597,970 1.08 0.33 265,982 1.00 123,580 34,465 On October 27, 2022, our Board of Directors approved the re-pricing of the exercise price of certain options totaling 5,597,970 0.33 0.2065 265,982 0.33 129,820 90,679 Service-Based Stock Option Grants In determining the fair value of the service-based options during the fiscal years ended March 31, 2023 and 2022, we utilized the Black-Scholes pricing model utilizing the following assumptions: Schedule of Share-based Payment Award Valuation Assumptions Year Ended March 31 2023 2022 Option exercise price per share $ 0.0265 0.13 $ 0.25 2.75 Grant date fair value per share $ 0.11 4.00 $ 0.20 2.75 Range of Expected volatility 161.0 220.5 % 161.0 220.5 % Expected term of option in years 3 10 3 6.25 Range of risk-free interest rate 0.50 2.20 % 0.50 2.20 % Dividend yield - - Activity under the 2018 Plan for all service-based stock options for the years ended March 31, 2023 and 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, 2021: 4,897,770 $ 1.08 9.63 $ 1,175,417 Granted 708,243 $ 0.31 Exercised - - Cancelled or forfeited - - Options outstanding as of March 31, 2022 5,606,013 $ 0.33 8.57 $ 5,000 Granted 875,000 - Exercised - - Cancelled or forfeited - - Options outstanding as of March 31, 2023 6,481,013 0.33 7.74 - Options vested and exercisable as of March 31, 2023 - ROCKETFUEL BLOCKCHAIN, INC. 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 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 years ended March 31, 2023 and 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 as of March 31, 2021 600,000 $ 1.08 9.83 $ 144,000 Granted - Exercised - Cancelled or forfeited - Options outstanding at March 31, 2022 600,000 $ 0.33 8.46 $ nil Granted - Exercised - Cancelled or forfeited - Options outstanding as of March 31, 2023 600,000 0.33 Options vested and exercisable as of March 31, 2023 - ROCKETFUEL BLOCKCHAIN, INC. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Incentive Bonus Payable In March 2023 we entered into a license agreement with a merchant pursuant to which we agreed to develop software for our Payouts product, which provides that we will convert amounts deposited in dollars with us into USD Coin (USDT) or another stablecoin. The license fee was $ 100,000 0.35 110,000 3,000,000 Legal Proceedings On October 8, 2020, we filed a lawsuit in the U.S. District Court for the Central District of California against Joseph Page, our former director and chief technology officer. On January 13, 2021, the case was transferred to the U.S. District Court for the District of Nevada, Las Vegas Division. The causes of action include securities fraud under Federal and California law; fraud, breach of fiduciary duty, negligent misrepresentation and unjust enrichment under California law; and violation of California Business and Professions Code §17200 et seq. We were seeking injunctive and declaratory relief as well as damages of at least $ 5.1 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 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. In January 2022, the Company terminated its agreement with Scarola Schaffzib Zubatov PLLC (“SSZ”), which the Company had retained to represent it in litigation against Ellenoff Grossman & Schole LLP. The reason for the termination was that the Company believed that SSZ had overcharged for legal services provided. Subsequent to the termination, SSZ sent the Company additional invoices, to which the Company also objected. In August 2022 SZZ filed a lawsuit in the Supreme Court of the State of New York, County of New York, claiming it is owed approximately $ 120,000 in legal fees. The Company disputed that this amount was owed and contended that a portion of the legal fees previously paid should have been refunded. On July 11, 2023 the Court granted SSZ’s motion for summary judgement on its account stated cause of action and denied the Company’s cross-motion for an adjournment of the motion pending discovery. The Company has filed a notice of appeal and has accrued approximately $ 120,000 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events With the exception of the following, all significant events subsequent to the close of the fiscal year ended March 31, 2023 have been disclosed in the notes to which the events apply to these financial statements. Loan On May 11, 2023, we entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC, an accredited investor (“the Lender”), pursuant to which the Lender made a loan to us, evidenced by promissory note in the principal amount of $ 144,760 12 17,371 125,000 18,014.58 162,131.00 Upon the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and we will be obligated to pay to the Lender, in full satisfaction of our obligations, an amount equal to 150% times the sum of (w) the then outstanding principal amount of the Note plus (x) accrued and unpaid interest on the unpaid principal amount of the Note to the date of payment plus (y) default interest, if any, at the rate of 22% per annum on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to the conversion rights referred to below. Following a default, the Lender may in its option, convert the outstanding principal and interest on the Note into shares of our common stock at a conversion price per share equal to 61 The Note provides for standard and customary events of default such as failing to timely make payments under the Note when due, the failure of the Company to timely comply with the Securities Exchange Act of 1934, as amended, reporting requirements and the failure to maintain a listing on the OTC Markets. The interest rate on the Note increases to 22 Issuance of Series B-1 and B-2 Preferred Stock In July and August 2023, we sold 500,000 400,000 0.25 The Series B-1 Preferred Stock has a 100% liquidation preference over the common stock and any other future series of preferred stock, payable in the event of a liquidation or merger of us 0.25 The Series B-2 Preferred Stock has a 200% liquidation preference over the common stock and any other future series of preferred stock, payable in the event of a liquidation or merger of us 0.25 As a condition to the sale of the Series B-1 and B-2 preferred shares, we agreed to use the net proceeds from the sale of the securities for working capital purposes and not to use such proceeds: (a) for the satisfaction of any portion of our debt (other than payment of trade payables in the ordinary course of our business and prior practices), (b) for the redemption of any common stock or other securities, (c) for the settlement of any outstanding litigation or (d) in violation of the Foreign Corrupt Practices Act of 1977, as amended or any regulations of the Office of Foreign Assets Control of the U.S. Treasury Department. The form of Subscription Agreement for the Series B-1 and B-2 preferred shares and the Certificates of Designation for the Series B-1 and B-2 preferred shares are filed as Exhibits 10.1, 3.1, and 3.2, respectively, to this Current Report on Form 8-K. The foregoing summaries of the terms of these documents are subject to, and qualified in their entirety by, such documents, which are incorporated herein by reference. The representations, warranties and covenants contained in the Subscription Agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Subscription Agreements. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing these matters as facts and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Subscription Agreements, and this subsequent information may or may not be fully reflected in the Company’s public disclosures. The shares of Series B-1 and B-2 Preferred Stock and the shares of common stock to be issued upon conversion of the Series B-1 and B-2 preferred shares sold in the private placement and to be issued have not been registered under the Securities Act or any state or other applicable jurisdiction’s securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdiction’s securities laws. Issuance of Common Stock, Warrants and Options On August 15, 2023 we sold 484,262 0.2065 245,700 0.2065 August 15, 2028 100,000 10 0.2065 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements (“financial statement”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). |
Principles of Consolidation | Principles of Consolidation The accompanying 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 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 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents Financial instruments that potentially expose the Company to concentration of credit risk consist primarily of cash and accounts receivable. The Company’s cash is deposited with major financial institutions. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”). As of March 31, 2023, the Company had $ 118,574 250,000 |
Software Development Costs | Software Development Costs The Company accounts for software development costs in accordance with ASC 350-40. 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 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 Our revenues are generated from (i) fees charged in connection with the implementation of our software platform; (ii) ongoing daily transactional fees derived as a negotiated percentage of the transactional revenues paid by our merchant customers, (iii) gains from the spread between the exchange rates on cryptocurrency transactions and (iiv) software development fees. Our revenue recognition policy follows the guidance from Accounting Standards Codification (“ASC”) 606, “Revenue Recognition,” and Accounting Standards Update No. 2014-09 - Revenue from Contracts with Customers (Topic 606) which provide guidance on the recognition, presentation, and disclosure of revenue in financial statements. We determine revenue recognition through the following steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract and (v) recognition of revenue when a performance obligation is satisfied. Collectability is assessed based on a number of factors, including the creditworthiness of a client, the size and nature of a client’s website and transaction history. Amounts billed or collected in excess of revenue recognized are included as deferred revenue. An example of this deferred revenue would be arrangements where clients request or are required by us to pay in advance of delivery. Revenue from fees charged in connection with the implementation of our software platform are recognized over the term specified in the contract with the merchant, which is primarily one year. Revenues from ongoing daily transactional fees derived as a negotiated percentage of the transactional revenues paid by our merchant customers are recognized when each transaction occurs. Revenues from software development contracts are recognized at the time each performance obligation set forth in the contract has been completed, in the amounts allocated to the completed obligation, and as all measurements and criteria for revenue recognition are satisfied. ROCKETFUEL BLOCKCHAIN, INC. In April 2016, the FASB issued “ASU 2016 - 10 Revenue from Contract with Customers (Topic 606): identifying Performance Obligations and Licensing.” The amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments in this Update are intended to render more detailed implementation guidance with the expectation to reduce the degree of judgement necessary to comply with Topic 606. The amendments in this Update affect the guidance in ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which is not yet effective. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements in Topic 606 (and any other Topic amended by Update 2014-09). ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year. We are currently evaluating the impact that this updated guidance will have on our results of operations, cash flows or financial condition. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments We follow Accounting Standards Codification 820-10 (“ASC 820-10”), “Fair Value Measurements and Disclosures,” The hierarchy established under ASC 820-10 gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below: Level 1 - Pricing inputs are quoted prices available in active markets for identical investments as of the reporting date. As required by ASC 820-10, we do not adjust the quoted price for these investments, even in situations where we hold a large position and a sale could reasonably impact the quoted price. Level 2 - Pricing inputs are quoted prices for similar investments, or inputs that are observable, either directly or indirectly, for substantially the full term through corroboration with observable market data. Level 2 includes investments valued at quoted prices adjusted for legal or contractual restrictions specific to these investments. Level 3 - Pricing inputs are unobservable for the investment, that is, inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Level 3 includes investments that are supported by little or no market activity. |
Net Loss Per Share | Net Loss Per Share Net loss per share is computed by dividing net 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 and warrants would be anti-dilutive if converted or exercised, respectively, as of March 31, 2023 and 2022. The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss position even though the exercise price could be less than the average market price of the common shares: Schedule of Antidilutive Securities from the Diluted Per Share 2023 2022 Years Ended March 31, 2023 2022 Stock Options, vested and exercisable 3,263,468 2,377,300 Common Stock Warrants 10,410,897 10,665,982 Total 13,674,365 13,043,282 Anti-dilutive securities 13,674,365 13,043,282 |
Stock-based Compensation | Stock-based Compensation The Company applies the provisions of ASC 718, Compensation - Stock Compensation ROCKETFUEL BLOCKCHAIN, INC. 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 |
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 7). 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. |
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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities from the Diluted Per Share | Schedule of Antidilutive Securities from the Diluted Per Share 2023 2022 Years Ended March 31, 2023 2022 Stock Options, vested and exercisable 3,263,468 2,377,300 Common Stock Warrants 10,410,897 10,665,982 Total 13,674,365 13,043,282 Anti-dilutive securities 13,674,365 13,043,282 |
Intangible Assets, Property, _2
Intangible Assets, Property, Plant & Equipment (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 March 31, 2022 Capitalized software development costs $ 1,278,062 $ 586,700 Computer equipment 39,015 23,395 Less: Combined accumulated depreciation and amortization (666,146 ) (149,919 ) Combined intangible assets, property and equipment, net $ 650,931 $ 460,176 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation Effective Tax Rate | Reconciliation between our effective tax rate and the United States statutory rate is as follows for the years ended March 31: Schedule of Reconciliation Effective Tax Rate 2023 2022 Federal income tax expense (benefit) based on statutory rate $ (755,900 ) (21.0 )% $ (979,000 ) (21.0 )% State income tax expense (benefit), net of federal taxes (251,300 ) (7.0 )% (410,000 ) (8.8 )% Revision of NOL estimates, state apportionment factors, stock-based compensation and state effective tax rates (334,700 ) (9.3 )% (359,000 ) (7.2 )% Change in valuation allowance 1,341,900 37.3 % 1,748,000 37.0 % Total taxes on income (loss) $ - - % $ - - % |
Schedule of Deferred tax Assets | Significant components of our deferred tax assets consist of the following: Schedule of Deferred tax Assets March 31, 2023 March 31, 2022 Deferred tax assets arising from: Share based compensation 1,557,700 1,223,000 Net operating loss carryforwards 2,388,200 1,381,000 Total deferred tax assets 3,945,900 2,604,000 Less valuation allowance (3,945,900 ) (2,604,000 ) Net deferred tax assets $ - $ - |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Summary of Warrants | The following is a summary of warrants for the years ended March 31, 2023 and 2022: Summary of Warrants Warrants Weighted Average Exercise Price 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 at March 31, 2022 10,665,982 $ 0.84 Issued 1,694,915 0.2065 Exercised - Canceled - Expired 1,950,000 1.00 Outstanding and exercisable at March 31, 2023 10,410,897 0.71 Weighted average remaining contractual term (years) 4.09 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Service Based Stock Option [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Share-based Payment Award Valuation Assumptions | Schedule of Share-based Payment Award Valuation Assumptions Year Ended March 31 2023 2022 Option exercise price per share $ 0.0265 0.13 $ 0.25 2.75 Grant date fair value per share $ 0.11 4.00 $ 0.20 2.75 Range of Expected volatility 161.0 220.5 % 161.0 220.5 % Expected term of option in years 3 10 3 6.25 Range of risk-free interest rate 0.50 2.20 % 0.50 2.20 % Dividend yield - - |
Schedule of Stock Option Activity | Activity under the 2018 Plan for all service-based stock options for the years ended March 31, 2023 and 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, 2021: 4,897,770 $ 1.08 9.63 $ 1,175,417 Granted 708,243 $ 0.31 Exercised - - Cancelled or forfeited - - Options outstanding as of March 31, 2022 5,606,013 $ 0.33 8.57 $ 5,000 Granted 875,000 - Exercised - - Cancelled or forfeited - - Options outstanding as of March 31, 2023 6,481,013 0.33 7.74 - Options vested and exercisable as of March 31, 2023 - |
Performance Based Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Share-based Payment Award 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 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 years ended March 31, 2023 and 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 as of March 31, 2021 600,000 $ 1.08 9.83 $ 144,000 Granted - Exercised - Cancelled or forfeited - Options outstanding at March 31, 2022 600,000 $ 0.33 8.46 $ nil Granted - Exercised - Cancelled or forfeited - Options outstanding as of March 31, 2023 600,000 0.33 Options vested and exercisable as of March 31, 2023 - |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities from the Diluted Per Share (Details) - shares | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Offsetting Assets [Line Items] | ||
Anti-dilutive securities | 13,674,365 | 13,043,282 |
Equity Option [Member] | ||
Offsetting Assets [Line Items] | ||
Anti-dilutive securities | 3,263,468 | 2,377,300 |
Common Stock Warrants [Member] | ||
Offsetting Assets [Line Items] | ||
Anti-dilutive securities | 10,410,897 | 10,665,982 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | Mar. 31, 2023 USD ($) |
Property, Plant and Equipment [Line Items] | |
Cash | $ 118,574 |
Cash FDIC insured amount | $ 250,000 |
Estimated useful lives of property plant and equipment | 3 years |
Software Development [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property plant and equipment | 2 years |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | ||
Oct. 27, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Net income loss | $ 3,778,424 | $ 4,662,924 | |
Share based compensation | $ 129,820 | 1,141,023 | 1,380,642 |
Cash flows used in operating activities | 2,482,912 | 2,776,911 | |
Proceeds from net of the issuance costs | 882,500 | ||
Proceeds from convertible debt | 150,000 | $ 126,250 | |
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 ($) | Mar. 31, 2023 | Mar. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Less: Combined accumulated depreciation and amortization | $ (666,146) | $ (149,919) |
Combined intangible assets, property and equipment, net | 650,931 | 460,176 |
Software and Software Development Costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Intangible assets, property plant and equipment gross | 1,278,062 | 586,700 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Intangible assets, property plant and equipment gross | $ 39,015 | $ 23,395 |
Intangible Assets, Property, _3
Intangible Assets, Property, Plant & Equipment (Details Narrative) - USD ($) | 12 Months Ended | |||
Mar. 31, 2025 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | |
Subsequent Event [Line Items] | ||||
Depreciation expense | $ 9,357 | $ 2,642 | ||
Amortization expense | $ 508,055 | $ 147,277 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Amortization expense | $ 155,911 | $ 466,818 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||
Aug. 15, 2023 | Jun. 29, 2023 | Feb. 15, 2023 | Jan. 13, 2023 | Sep. 19, 2022 | Nov. 01, 2021 | Oct. 06, 2021 | Nov. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 01, 2023 | Jan. 18, 2023 | Dec. 31, 2022 | Nov. 01, 2022 | |
Related Party Transaction [Line Items] | ||||||||||||||
Legal fees | $ 83,985 | $ 126,850 | ||||||||||||
Repayments of related party debt | 25,633 | $ 11,277 | ||||||||||||
Number of shares issued | 10,000 | |||||||||||||
Shares issued value | $ 700,000 | |||||||||||||
Prinicipal amount | $ 150,000 | |||||||||||||
Debt instrument, interest rate | 35% | |||||||||||||
Debt instrument description | (i) the principal amount thereof shall equal the amount of salary deferred commencing February 1, 2023; (ii) the Notes shall mature on October 1, 2023; (iii) the Notes shall bear interest at a rate of 10% per annum; (iv) if not repaid by July 1, 2023, there shall be a 50% premium, and if the Notes are not repaid by their maturity, there shall a 100% premium | |||||||||||||
Net proceeds of offering | $ 4,370,000 | |||||||||||||
Convertible Notes Subscription Agreement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Net proceeds of offering | $ 150,000 | |||||||||||||
Subsequent Event [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Shares issued value per share | $ 0.2065 | |||||||||||||
Number of shares issued | 484,262 | |||||||||||||
Subsequent Event [Member] | Convertible Notes Subscription Agreement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Net proceeds of offering | $ 150,000 | |||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of shares issued | 1,000,000 | |||||||||||||
Liquidation preference price, per share | $ 0.2065 | |||||||||||||
Series A Preferred Stock [Member] | Minimum [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Liquidation preference price, per share | 0.2065 | |||||||||||||
Series A Preferred Stock [Member] | Minimum [Member] | Subsequent Event [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of shares issued | 1,000,000 | |||||||||||||
Liquidation preference price, per share | $ 0.2065 | |||||||||||||
Series A Preferred Stock [Member] | Maximum [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Liquidation preference price, per share | $ 0.4130 | |||||||||||||
Series A Preferred Stock [Member] | Maximum [Member] | Subsequent Event [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Liquidation preference price, per share | $ 0.4130 | |||||||||||||
Private Placement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt instrument description | The notes may be prepaid by us at any time. If we prepay the entire outstanding principal amount of a note on or before April 13, 2023, then there is no prepayment premium. If we prepay the entire outstanding principal amount of a note between April 14, 2023 and the maturity date, then we must also pay accrued interest on such principal amount in an amount equal to 50% of such principal amount. If we repay the outstanding principal amount of a note on or after the maturity date, then we shall also pay accrued interest on such principal amount in an amount equal to 100% of such principal amount | |||||||||||||
Secured Convertible Promissory Notes [Member] | Private Placement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Prinicipal amount | $ 150,000 | |||||||||||||
Purchase price | $ 150,000 | |||||||||||||
Debt instrument, interest rate | 10% | |||||||||||||
Debt instrument description | The notes may be prepaid by us at any time. If we prepay the entire outstanding principal amount of a note on or before April 13, 2023, then there is no prepayment premium. If we prepay the entire outstanding principal amount of a note between April 14, 2023 and the maturity date, then we must also pay accrued interest on such principal amount in an amount equal to 50% of such principal amount. If we repay the outstanding principal amount of a note on or after the maturity date, then we shall also pay accrued interest on such principal amount in an amount equal to 100% of such principal amount. | |||||||||||||
Secured Convertible Promissory Notes [Member] | Private Placement [Member] | Investor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Purchase price | $ 50,000 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of shares issued | 3,728,814 | |||||||||||||
Shares issued value | $ 3,729 | |||||||||||||
Common Stock [Member] | Private Placement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of shares issued | 3,389,831 | |||||||||||||
Chief Executive Officer [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Shares issued value per share | $ 0.11 | |||||||||||||
Chief Executive Officer [Member] | Convertible Promissory Note [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt instrument, interest rate | 10% | |||||||||||||
Debt borrowed amount | $ 200,000 | |||||||||||||
Repayment of loan | $ 1,535 | |||||||||||||
Chief Executive Officer [Member] | Common Stock [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Shares issued value per share | $ 0.11 | |||||||||||||
Number of shares issued | 227,272 | |||||||||||||
Shares issued value | $ 25,000 | |||||||||||||
Chief Financial Officer [Member] | Common Stock [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Shares issued value per share | $ 0.11 | |||||||||||||
Number of shares issued | 113,636 | |||||||||||||
Shares issued value | $ 12,500 | |||||||||||||
Officer [Member] | Convertible Promissory Note [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Deferred compensation | $ 126,667 |
Deferred Revenue (Details Narra
Deferred Revenue (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Revenues | $ 203,199 | $ 30,504 |
Deferred revenue | $ 57,231 | $ 15,073 |
Convertible Note Payable (Detai
Convertible Note Payable (Details Narrative) - USD ($) | 12 Months Ended | |||||||
Nov. 08, 2021 | Aug. 04, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 01, 2023 | Jan. 13, 2023 | Nov. 15, 2022 | |
Short-Term Debt [Line Items] | ||||||||
Debt instrument, face amount | $ 150,000 | |||||||
Interest Rate | 35% | |||||||
Fair value of embedded conversion feature | $ 116,023 | |||||||
Conversion Price | $ 0.11 | |||||||
Change in fair value of derivative liability | $ 4,128 | |||||||
Loss on debt extinguishment | $ 15,076 | $ 15,076 | ||||||
Monte Carlo Simulation Model [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Conversion Price | $ 1.01 | |||||||
Monte Carlo Simulation Model [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Measurement Input | 0 | |||||||
Monte Carlo Simulation Model [Member] | Measurement Input, Option Volatility [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Measurement Input | 1.9741 | |||||||
Monte Carlo Simulation Model [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
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 Notes Payable [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Fair value of embedded conversion feature | $ 120,151 | |||||||
Securities Purchase Agreement [Member] | Convertible Notes Payable [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument, face amount | 130,000 | |||||||
Sale of Stock, Consideration Received Per Transaction | $ 126,250 | |||||||
Interest Rate | 8% | |||||||
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. | |||||||
Securities Purchase Agreement [Member] | Convertible Notes Payable [Member] | Minimum [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Interest Rate | 150% | |||||||
Securities Purchase Agreement [Member] | Convertible Notes Payable [Member] | Maximum [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Interest Rate | 200% |
Schedule of Reconciliation Effe
Schedule of Reconciliation Effective Tax Rate (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax expense (benefit) based on statutory rate | $ (755,900) | $ (979,000) |
Effective income tax rate reconciliation, at federal statutory income tax rate, percent | (21.00%) | (21.00%) |
State income tax expense (benefit), net of federal taxes | $ (251,300) | $ (410,000) |
Effective income tax rate reconciliation, state and local income taxes, percent | (7.00%) | (8.80%) |
Revision of NOL estimates, state apportionment factors, stock-based compensation and state effective tax rates | $ (334,700) | $ (359,000) |
Effective income tax rate reconciliation, other adjustments, percent | (9.30%) | (7.20%) |
Change in valuation allowance | $ 1,341,900 | $ 1,748,000 |
Effective income tax rate reconciliation, change in deferred tax assets valuation allowance, percent | 37.30% | 37% |
Total taxes on income (loss) | ||
Effective income tax rate reconciliation, percent |
Schedule of Deferred tax Assets
Schedule of Deferred tax Assets (Details) - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Share based compensation | $ 1,557,700 | $ 1,223,000 |
Net operating loss carryforwards | 2,388,200 | 1,381,000 |
Total deferred tax assets | 3,945,900 | 2,604,000 |
Less valuation allowance | (3,945,900) | (2,604,000) |
Net deferred tax assets |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Percentage Of Valuation Allowance | 100% | |
Net operating loss carryforwards | $ 7,037,200 | $ 4,634,000 |
Federal net operating loss carryforwards | 4,634,000 | |
State net operating loss carryforwards | $ 6,301,601 | |
Internal Revenue Service (IRS) [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Ownership interest description | Our net operating loss carryforwards are subject to review and possible adjustment by the Internal Revenue Service and are subject to certain limitations in the event of cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50% |
Summary of Warrants (Details)
Summary of Warrants (Details) - $ / shares | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Warrants Outstanding | 10,665,982 | 1,565,982 |
Weighted Average Exercise Price, Outstanding | $ 0.84 | |
Warrants Issued | 1,694,915 | 9,950,000 |
Weighted Average Exercise Price, Issued | $ 0.2065 | |
Weighted Average Exercise Price, Outstanding | $ 0.84 | |
Warrants Exercised | (850,000) | |
Warrants Caneled | ||
[custom:ShareBasedCompensationArrangementsByShareBasedPaymentAwardNonOptionsEquityInstrumentsCanceledInPeriodWeightedAverageExercisePrice] | ||
Warrants Expired | 1,950,000 | |
Weighted Average Exercise Price, Expired | $ 1 | |
Warrants Outstanding and exercisable | 10,410,897 | |
Weighted Average Exercise Price, Outstanding and exercisable | $ 0.71 | |
Weighted average remaining contractual term (years) | 4 years 1 month 2 days | |
Minimum [Member] | ||
Weighted Average Exercise Price, Outstanding | 1 | |
Weighted Average Exercise Price, Issued | 0.75 | |
Weighted Average Exercise Price, Outstanding | ||
[custom:ShareBasedCompensationArrangementsByShareBasedPaymentAwardNonOptionsEquityInstrumentsExercisesInPeriodWeightedAverageExercisePrice] | 1 | |
Maximum [Member] | ||
Weighted Average Exercise Price, Outstanding | $ 1 | 1.65 |
Weighted Average Exercise Price, Outstanding | 1 | |
[custom:ShareBasedCompensationArrangementsByShareBasedPaymentAwardNonOptionsEquityInstrumentsExercisesInPeriodWeightedAverageExercisePrice] | $ 1.65 |
Stockholders_ Equity (Deficit_2
Stockholders’ Equity (Deficit) (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 63 Months Ended | ||||||||||||||||||||||||||||||||
Feb. 15, 2023 | Jan. 13, 2023 | Nov. 15, 2022 | Oct. 27, 2022 | Sep. 19, 2022 | Jun. 07, 2022 | Nov. 04, 2021 | Nov. 01, 2021 | Oct. 11, 2021 | Oct. 06, 2021 | Aug. 04, 2021 | May 05, 2021 | Aug. 24, 2020 | Aug. 24, 2020 | Apr. 29, 2020 | Feb. 13, 2020 | Jan. 09, 2020 | Nov. 30, 2022 | Jul. 31, 2022 | Oct. 31, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2023 | Mar. 01, 2023 | Jan. 18, 2023 | Dec. 31, 2022 | Nov. 01, 2022 | Jan. 11, 2022 | Oct. 28, 2021 | Aug. 06, 2021 | Feb. 15, 2021 | May 01, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||
Public offering shares | 10,000 | 10,000 | ||||||||||||||||||||||||||||||||||
Warrants issued to purchase stock | 265,982 | 1,694,915 | 1,694,915 | 265,982 | ||||||||||||||||||||||||||||||||
Warrants exercise price | $ 0.33 | $ 1 | ||||||||||||||||||||||||||||||||||
Proceeds from warrant exercises | $ 700,000 | $ 4,375,001 | ||||||||||||||||||||||||||||||||||
Warrant to purchase of common shares | 1,950,000 | |||||||||||||||||||||||||||||||||||
Common stock value issued for service | $ 17,491 | |||||||||||||||||||||||||||||||||||
Number of shares issued | 10,000 | |||||||||||||||||||||||||||||||||||
Common stock value per share | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||
Public offering shares | $ 882,500 | |||||||||||||||||||||||||||||||||||
Class of warrants exercisable, description | five and one-half years | |||||||||||||||||||||||||||||||||||
Net proceeds of offering | $ 4,370,000 | |||||||||||||||||||||||||||||||||||
Stock compensation expense | $ 90,679 | 123,580 | ||||||||||||||||||||||||||||||||||
Recognized gain on settlement | $ 1,290,059 | |||||||||||||||||||||||||||||||||||
Prinicipal amount | $ 150,000 | |||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 35% | |||||||||||||||||||||||||||||||||||
Debt instrument description | (i) the principal amount thereof shall equal the amount of salary deferred commencing February 1, 2023; (ii) the Notes shall mature on October 1, 2023; (iii) the Notes shall bear interest at a rate of 10% per annum; (iv) if not repaid by July 1, 2023, there shall be a 50% premium, and if the Notes are not repaid by their maturity, there shall a 100% premium | |||||||||||||||||||||||||||||||||||
Common stock, shares outstanding | 32,427,446 | 31,965,083 | 32,427,446 | |||||||||||||||||||||||||||||||||
Conversion Price | $ 0.11 | |||||||||||||||||||||||||||||||||||
Number of shares issued | $ 700,000 | |||||||||||||||||||||||||||||||||||
Exercise Price per share | $ 0.2065 | |||||||||||||||||||||||||||||||||||
Twenty Eighteen Stock Incentive Plan [Member] | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||
Share Price | $ 0.21 | $ 0.21 | ||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||
Number of shares issued | 1,000,000 | |||||||||||||||||||||||||||||||||||
Liquidation preference price, per share | $ 0.2065 | |||||||||||||||||||||||||||||||||||
Maximum [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||
Liquidation preference price, per share | 0.4130 | |||||||||||||||||||||||||||||||||||
Minimum [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||
Liquidation preference price, per share | $ 0.2065 | |||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||
Warrant purchase price per share | $ 1.65 | |||||||||||||||||||||||||||||||||||
Warrants remain unexercised | 1,250,000 | |||||||||||||||||||||||||||||||||||
Peter M.Jensen [Member] | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||
Number of shares issued | 227,272 | |||||||||||||||||||||||||||||||||||
Number of shares issued | $ 25,000 | |||||||||||||||||||||||||||||||||||
Peter M.Jensen [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||
Liquidation preference price, per share | $ 0.11 | |||||||||||||||||||||||||||||||||||
Bennett J.Yankowitz [Member] | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||
Number of shares issued | 113,636 | |||||||||||||||||||||||||||||||||||
Number of shares issued | $ 12,500 | |||||||||||||||||||||||||||||||||||
Bennett J.Yankowitz [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||
Liquidation preference price, per share | $ 0.11 | |||||||||||||||||||||||||||||||||||
Blockchain Technology [Member] | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||
Public offering shares | 10,000 | |||||||||||||||||||||||||||||||||||
Sale of stock, consideration received on transaction | $ 10,000 | $ 10,000 | ||||||||||||||||||||||||||||||||||
Fair value of stocks issued in offering, per share | $ 1 | $ 1 | ||||||||||||||||||||||||||||||||||
Consultant [Member] | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||
Number of shares issued for commission | 150,000 | |||||||||||||||||||||||||||||||||||
Common stock value issued for service | $ 162,000 | |||||||||||||||||||||||||||||||||||
Share price | $ 1.08 | $ 1.08 | ||||||||||||||||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||
Share price | $ 0.11 | |||||||||||||||||||||||||||||||||||
Chief Executive Officer [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 10% | |||||||||||||||||||||||||||||||||||
Debt borrowed amount | $ 200,000 | |||||||||||||||||||||||||||||||||||
Repayment of loan | $ 1,535 | |||||||||||||||||||||||||||||||||||
Joseph Page [Member] | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||
Share price | $ 0.15 | |||||||||||||||||||||||||||||||||||
Number of shares forfeited | 3,600,394 | |||||||||||||||||||||||||||||||||||
Shares issued | 3,600,394 | |||||||||||||||||||||||||||||||||||
Recognized gain on settlement | $ 540,059 | |||||||||||||||||||||||||||||||||||
Investor [Member] | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||
Number of shares issued | 3,389,831 | |||||||||||||||||||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt instrument description | The notes may be prepaid by us at any time. If we prepay the entire outstanding principal amount of a note on or before April 13, 2023, then there is no prepayment premium. If we prepay the entire outstanding principal amount of a note between April 14, 2023 and the maturity date, then we must also pay accrued interest on such principal amount in an amount equal to 50% of such principal amount. If we repay the outstanding principal amount of a note on or after the maturity date, then we shall also pay accrued interest on such principal amount in an amount equal to 100% of such principal amount | |||||||||||||||||||||||||||||||||||
Private Placement [Member] | Secured Convertible Promissory Notes [Member] | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||
Prinicipal amount | $ 150,000 | |||||||||||||||||||||||||||||||||||
Purchase price | $ 150,000 | |||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 10% | |||||||||||||||||||||||||||||||||||
Debt instrument description | The notes may be prepaid by us at any time. If we prepay the entire outstanding principal amount of a note on or before April 13, 2023, then there is no prepayment premium. If we prepay the entire outstanding principal amount of a note between April 14, 2023 and the maturity date, then we must also pay accrued interest on such principal amount in an amount equal to 50% of such principal amount. If we repay the outstanding principal amount of a note on or after the maturity date, then we shall also pay accrued interest on such principal amount in an amount equal to 100% of such principal amount. | |||||||||||||||||||||||||||||||||||
IPO [Member] | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||
Public offering shares | 6,666,667 | |||||||||||||||||||||||||||||||||||
Fair value of stocks issued in offering, per share | $ 0.001 | |||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||
Payment for private placement fee | $ 50,000 | |||||||||||||||||||||||||||||||||||
Common Stock Purchase Agreement [Member] | Triton Funds LP [Member] | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||
Public offering shares | $ 1,000,000 | |||||||||||||||||||||||||||||||||||
Public offering shares | $ 500,000 | |||||||||||||||||||||||||||||||||||
Stock Purchase Agreement [Member] | Triton Funds LP [Member] | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||
Warrants to purchase | 1,300,000 | |||||||||||||||||||||||||||||||||||
Stock Purchase Agreement [Member] | Triton Funds LP [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||
Warrants to purchase | 800,000 | |||||||||||||||||||||||||||||||||||
Engagement Letter [Member] | HC Wainwright And Co LLC [Member] | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||
Warrants weighted average remaining contractual terms | 5 years | |||||||||||||||||||||||||||||||||||
Warrants to purchase | 533,333 | |||||||||||||||||||||||||||||||||||
Share price | $ 0.9375 | |||||||||||||||||||||||||||||||||||
Cash fee sale of securities percentage | 8% | |||||||||||||||||||||||||||||||||||
Non accountable expense allowance | $ 75,000 | |||||||||||||||||||||||||||||||||||
Aggregate number of common stock | 8% | |||||||||||||||||||||||||||||||||||
Percentage of warrants exercise price | 125% | |||||||||||||||||||||||||||||||||||
Marketing Service Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||
Issuance of restricted shares | 333,943 | |||||||||||||||||||||||||||||||||||
Stock compensation expense | $ 45,082 | |||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Investor [Member] | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||
Proceeds from warrant exercises | $ 700,000 | |||||||||||||||||||||||||||||||||||
Number of shares issued for commission | 338,983 | |||||||||||||||||||||||||||||||||||
Convertible Notes Subscription Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||
Net proceeds of offering | $ 150,000 | |||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ 0.75 | |||||||||||||||||||||||||||||||||||
Warrants to purchase | 6,666,667 | |||||||||||||||||||||||||||||||||||
Number of shares issued for commission | 333,943 | |||||||||||||||||||||||||||||||||||
Common stock value issued for service | $ 334 | |||||||||||||||||||||||||||||||||||
Number of shares issued | 3,728,814 | |||||||||||||||||||||||||||||||||||
Common stock value per share | $ 1 | |||||||||||||||||||||||||||||||||||
Repurchase of shares issued | 10,000 | |||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 3,000 | |||||||||||||||||||||||||||||||||||
Number of shares forfeited | 10,000 | |||||||||||||||||||||||||||||||||||
Number of shares issued | $ 3,729 | |||||||||||||||||||||||||||||||||||
Common Stock [Member] | Twenty Eighteen Stock Incentive Plan [Member] | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||
Number of shares issued | 6,441,886 | |||||||||||||||||||||||||||||||||||
Common Stock [Member] | 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 | |||||||||||||||||||||||||||||||||||
Warrants issued to purchase stock | 1,100,000 | 1,100,000 | ||||||||||||||||||||||||||||||||||
Received common stock | 100,000 | |||||||||||||||||||||||||||||||||||
Gross proceeds | $ 100,000 | |||||||||||||||||||||||||||||||||||
Common Stock [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ 1 | |||||||||||||||||||||||||||||||||||
Warrant to purchase of common shares | 265,982 | |||||||||||||||||||||||||||||||||||
Share price | $ 0.11 | |||||||||||||||||||||||||||||||||||
Number of shares issued | 227,272 | |||||||||||||||||||||||||||||||||||
Number of shares issued | $ 25,000 | |||||||||||||||||||||||||||||||||||
Common Stock [Member] | Private Placement [Member] | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||
Number of shares issued | 3,389,831 | |||||||||||||||||||||||||||||||||||
Common stock value per share | $ 0.001 | |||||||||||||||||||||||||||||||||||
Common Stock [Member] | Common Stock Purchase Agreement [Member] | Triton Funds LP [Member] | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||
Fair value of stocks issued in offering, per share | $ 1.65 | |||||||||||||||||||||||||||||||||||
Common Stock [Member] | Common Stock Purchase Agreement [Member] | Triton Funds LP [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||
Fair value of stocks issued in offering, per share | $ 1 | |||||||||||||||||||||||||||||||||||
Common Stock [Member] | Stock Purchase Agreement [Member] | Triton Funds LP [Member] | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||
Average closing price percentage | 80% | |||||||||||||||||||||||||||||||||||
First Warrant [Member] | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||
Warrants issued to purchase stock | 1,500,000 | |||||||||||||||||||||||||||||||||||
Warrants exercise price | $ 1 | |||||||||||||||||||||||||||||||||||
Warrant expiration | Apr. 30, 2021 | |||||||||||||||||||||||||||||||||||
First Warrant [Member] | Warrant Holder [Member] | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||
Warrants to purchase | 400,000 | |||||||||||||||||||||||||||||||||||
Proceeds from warrant exercises | $ 400,000 | |||||||||||||||||||||||||||||||||||
Second Warrant [Member] | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||
Warrants issued to purchase stock | 2,250,000 | 1,500,000 | ||||||||||||||||||||||||||||||||||
Warrants exercise price | $ 1 | $ 1.50 | ||||||||||||||||||||||||||||||||||
Warrants weighted average remaining contractual terms | 12 months | |||||||||||||||||||||||||||||||||||
Second Warrant [Member] | Warrant Holder [Member] | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ 1 | |||||||||||||||||||||||||||||||||||
Warrants to purchase | 300,000 | |||||||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||
Fair value of stocks issued in offering, per share | 0.2065 | |||||||||||||||||||||||||||||||||||
Warrants issued to purchase stock | 10,410,982 | 10,665,982 | 10,410,982 | |||||||||||||||||||||||||||||||||
Warrants exercise price | $ 0.2065 | $ 0.71 | $ 0.84 | $ 0.71 | ||||||||||||||||||||||||||||||||
Warrants weighted average remaining contractual terms | 4 years 1 month 2 days | 4 years 1 month 2 days | ||||||||||||||||||||||||||||||||||
Warrants to purchase | 1,694,915 | |||||||||||||||||||||||||||||||||||
Warrant [Member] | Stock Purchase Agreement [Member] | Triton Funds LP [Member] | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||
Fair value of stocks issued in offering, per share | $ 1.65 | |||||||||||||||||||||||||||||||||||
Average closing price percentage | 80% | |||||||||||||||||||||||||||||||||||
Warrant [Member] | Stock Purchase Agreement [Member] | Triton Funds LP [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||
Fair value of stocks issued in offering, per share | $ 1 | |||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||
Investor [Member] | Private Placement [Member] | Secured Convertible Promissory Notes [Member] | ||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||
Purchase price | $ 50,000 |
Schedule of Share-based Payment
Schedule of Share-based Payment Award Valuation Assumptions (Details) - $ / shares | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Service Based Stock Option [Member] | ||
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] | ||
Option exercise price per share | $ 0.0265 | $ 0.25 |
Grant date fair market value per share | $ 0.11 | $ 0.20 |
Expected volatility | 161% | 161% |
Expected term of option in years | 3 years | 3 years |
Risk free interest rate | 0.50% | 0.50% |
Maximum [Member] | Service Based Stock Option [Member] | ||
Option exercise price per share | $ 0.13 | $ 2.75 |
Grant date fair market value per share | $ 4 | $ 2.75 |
Expected volatility | 220.50% | 220.50% |
Expected term of option in years | 10 years | 6 years 3 months |
Risk free interest rate | 2.20% | 2.20% |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Weighted Average Exercise Price Per Share, Granted | $ 0.2065 | ||
Service Based Stock Option [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Option Outstanding, Number, Beginning Balance | 5,606,013 | 4,897,770 | |
Weighted Average Exercise price per share, Beginning Option Outstanding | $ 0.33 | $ 1.08 | |
Weighted Average Remaining Contractual Term in Years, Beginning Balance | 7 years 8 months 26 days | 8 years 6 months 25 days | 9 years 7 months 17 days |
Aggregate Intrinsic Value, Beginning Balance | $ 5,000 | $ 1,175,417 | |
Option Outstanding, Granted | 875,000 | 708,243 | |
Weighted Average Exercise Price Per Share, Granted | $ 0.31 | ||
Option Outstanding, Exercised | |||
Weighted Average Exercise Price Per Share,Exercised | |||
Option Outstanding, Cancelled or Forfeited | |||
Weighted Average Exercise Price Per Share, Cancelled or forfeited | |||
Option Outstanding, Number, Ending Balance | 6,481,013 | 5,606,013 | 4,897,770 |
Weighted Average Exercise price per share, Ending Option Outstanding | $ 0.33 | $ 0.33 | $ 1.08 |
Aggregate Intrinsic Value, Ending Balance | $ 5,000 | $ 1,175,417 | |
Option Outstanding, Options Exercisable Ending Balance | |||
Performance Based Options [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Option Outstanding, Number, Beginning Balance | 600,000 | 600,000 | |
Weighted Average Exercise price per share, Beginning Option Outstanding | $ 0.33 | $ 1.08 | |
Weighted Average Remaining Contractual Term in Years, Beginning Balance | 8 years 5 months 15 days | 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 | 600,000 | 600,000 |
Weighted Average Exercise price per share, Ending Option Outstanding | $ 0.33 | $ 0.33 | $ 1.08 |
Aggregate Intrinsic Value, Ending Balance | $ 144,000 | ||
Option Outstanding, Options Exercisable Ending Balance |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 12 Months Ended | ||||||||
Oct. 27, 2022 | May 10, 2022 | Mar. 18, 2021 | Jan. 11, 2021 | Aug. 08, 2018 | Mar. 31, 2023 | Mar. 31, 2022 | Jan. 11, 2022 | Sep. 15, 2020 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||||
Stock option description | On May 10, 2022, the Board has approved a plan to increase the number of shares to 8,000,000 for 2018 Plan. In addition to the options discussed here, there have been 600,000 performance-based option shares issued outside the 2018 Plan | ||||||||
Warrant to purchase common stock | 265,982 | 1,694,915 | 265,982 | ||||||
Warrant exercise price | $ 0.33 | $ 1 | |||||||
Additional stock-based compensation | $ 90,679 | $ 123,580 | |||||||
Additional expenses | 34,465 | ||||||||
Stock-based compensation | $ 129,820 | $ 1,141,023 | $ 1,380,642 | ||||||
Performance Based Options [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||||
Stock options exercised | |||||||||
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 2021 [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||||
Number of stock option vesting | 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 | 1,308,114 | 393,987 | 4,000,000 | |||||
2018 Plan [Member] | Board of Directors Chairman [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||||
Stock options exercised | 5,597,970 | 5,597,970 | |||||||
2018 Plan [Member] | Board of Directors Chairman [Member] | Maximum [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||||
Stock option exercise price increase | $ 0.2065 | $ 0.33 | |||||||
2018 Plan [Member] | Board of Directors [Member] | Minimum [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||||
Stock option exercise price increase | $ 0.33 | $ 1.08 | |||||||
2018 Plan [Member] | Mr.Hall [Member] | Performance Based Options [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||||
Number of stock option exercisable | 600,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Oct. 08, 2020 | Mar. 31, 2023 | Jan. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 01, 2023 | Jun. 07, 2022 | |
Loss Contingencies [Line Items] | |||||||
License fee | 100,000 | ||||||
Interest rate | 35% | ||||||
Incentive payable | $ 110,000 | $ 110,000 | |||||
Damages sought value | $ 5,100,000 | ||||||
Legal fees | 83,985 | $ 126,850 | |||||
Scarola Schaffzib Zubatov PLLC [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Legal fees | $ 120,000 | ||||||
Joseph Page [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Common stock shares | 1,500,000 | ||||||
Joseph Page [Member] | Common Stock [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Common stock shares | 3,600,394 | ||||||
Maximum [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Incentive payable | $ 3,000,000 | $ 3,000,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | 2 Months Ended | ||||||||
Aug. 15, 2023 USD ($) $ / shares shares | May 11, 2023 USD ($) | Oct. 06, 2021 shares | Aug. 30, 2023 $ / shares shares | Mar. 31, 2023 shares | Mar. 01, 2023 | Jan. 13, 2023 USD ($) | Oct. 27, 2022 $ / shares shares | Jan. 11, 2022 $ / shares shares | |
Subsequent Event [Line Items] | |||||||||
Principal amount | $ | $ 150,000 | ||||||||
Debt instrument, interest rate | 35% | ||||||||
Number of shares issued | shares | 10,000 | ||||||||
Warrants to purchase | shares | 1,694,915 | 265,982 | 265,982 | ||||||
Warrants exercise price | $ / shares | $ 0.33 | $ 1 | |||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt instrument description of variable interest rate | Upon the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and we will be obligated to pay to the Lender, in full satisfaction of our obligations, an amount equal to 150% times the sum of (w) the then outstanding principal amount of the Note plus (x) accrued and unpaid interest on the unpaid principal amount of the Note to the date of payment plus (y) default interest, if any, at the rate of 22% per annum on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to the conversion rights referred to below. | ||||||||
Debt instrument convertible conversion ratio | 0.61 | ||||||||
Debt instrument interest rate increase | 22% | ||||||||
Number of shares issued | shares | 484,262 | ||||||||
Share price | $ / shares | $ 0.2065 | ||||||||
Warrants to purchase | shares | 245,700 | ||||||||
Warrants exercise price | $ / shares | $ 0.2065 | ||||||||
Warrants expire | Aug. 15, 2028 | ||||||||
Subsequent Event [Member] | Equity Option [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock options compensation | $ | $ 100,000 | ||||||||
Stock option, term | 10 years | ||||||||
Option exercise price per share | $ / shares | $ 0.2065 | ||||||||
Subsequent Event [Member] | Three Investor [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Share price | $ / shares | $ 0.25 | ||||||||
Subsequent Event [Member] | Series B One Preferred Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares issued | shares | 500,000 | ||||||||
Share price | $ / shares | $ 0.25 | ||||||||
Conversion basis | The Series B-1 Preferred Stock has a 100% liquidation preference over the common stock and any other future series of preferred stock, payable in the event of a liquidation or merger of us | ||||||||
Subsequent Event [Member] | Series B Two Preferred Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares issued | shares | 400,000 | ||||||||
Share price | $ / shares | $ 0.25 | ||||||||
Conversion basis | The Series B-2 Preferred Stock has a 200% liquidation preference over the common stock and any other future series of preferred stock, payable in the event of a liquidation or merger of us | ||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Principal amount | $ | $ 144,760 | ||||||||
Debt instrument, interest rate | 12% | ||||||||
Interest charge | $ | $ 17,371 | ||||||||
Proceeds from loan originations | $ | 125,000 | ||||||||
Debt instrument periodic payment principal | $ | 18,014.58 | ||||||||
Debt instrument periodic payment | $ | $ 162,131 |