UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

Of the Securities Exchange Act of 1934

June 29, 2018 (June 27, 2018)

Date of report (date of earliest event reported)


B4MC Gold Mines, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Nevada

 

Commission File No. 033-17773-NY

 

90-1188745

(State or Other Jurisdiction of Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

3651 Lindell Road, Suite D565, Las Vegas, NV, 89103

(Address of Principal Executive Offices)

 

(424) 256-8560

(Registrant’s Telephone Number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



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TABLE OF CONTENTS  

 

 

Page No.

 

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

3

 

 

 

EXPLANATORY NOTE

3

 

 

 

Item 1.01.

Entry into a Material Definitive Agreement.

4

 

 

 

Item 2.01.

Completion of Acquisition of Disposition of Assets.

4

 

 

 

THE CONTRIBUTION AGREEMENT AND RELATED TRANSACTIONS

4

 

 

 

DESCRIPTION OF BUSINESS

5

 

 

 

DESCRIPTION OF PROPERTIES

12

 

 

 

RISK FACTORS

13

 

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

23

 

 

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

25

 

 

 

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

26

 

 

 

EXECUTIVE COMPENSATION

28

 

 

 

MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

29

 

 

 

DESCRIPTION OF SECURITIES

30

 

 

 

LEGAL PROCEEDINGS

30

 

 

 

INDEMNIFICATION OF DIRECTORS AND OFFICERS

30

 

 

 

Item 3.02.

Unregistered Sales of Equity Securities.

31

 

 

 

Item 5.01.

Changes in Control of Registrant.

31

 

 

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

31


Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

31


Item 5.06

Change in Shell Company Status.

32


Item 8.01

Other Events

32


Item 9.01.

Financial Statements and Exhibits.

32



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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K (“Report”) contains forward-looking statements in the sections captioned “ Description of Business ,” “ Risk Factors ,” “ Management’s Discussion and Analysis of Financial Condition and Plan of Operations ” and elsewhere. Any and all statements contained in this Report that are not statements of historical fact may be deemed forward-looking statements. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “estimate,” “pro-forma,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future,” and terms of similar import (including the negative of any of these terms) may identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this Report may include, without limitation, statements regarding the plans and objectives of management for future operations, projections of income or loss, earnings or loss per share, capital expenditures, dividends, capital structure or other financial items, our future financial performance, including any such statement contained in a discussion and analysis of financial condition by management or in the results of operations included pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), and the assumptions underlying or relating to any such statement.

The forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which we have no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the accuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation:

·

Market acceptance of our products and services;

·

Competition from existing products or new products that may emerge;

·

The implementation of our business model and strategic plans for our business and our products;

·

Estimates of our future revenue, expenses, capital requirements and our need for financing;

·

Our financial performance;

·

Current and future government regulations;

·

Developments relating to our competitors; and

·

Other risks and uncertainties, including those listed under the section titled “ Risk Factors .”

Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors. We disclaim any obligation to update the forward-looking statements contained in this Report to reflect any new information or future events or circumstances or otherwise, except as required by law.  Readers should read this Report in conjunction with the discussion under the caption “ Risk Factors ,” our financial statements and the related notes thereto in this Report, and other documents which we may file from time to time with the SEC.

EXPLANATORY NOTE

RocketFuel Blockchain Company, a Nevada corporation (“RocketFuel”), was formed on January 12, 2018 for the purpose of bringing highly efficient check-out systems to eCommerce. RocketFuel is a development-stage company that is in the process of developing check-out systems based upon blockchain technology and designed to increase speed, security, and ease of use. We believe that users of the RocketFuel systems will enjoy a seamless check-out experience compared to current online shopping solutions. We believe that with RocketFuel’s technology, online merchants will be able to implement new impulse buying schemes that are unavailable in present day eCommerce sites.

On June 27, 2018 (the “Closing Date”), RocketFuel and the Purchaser, hereinafter defined, consummated the transactions contemplated by that certain Contribution Agreement (the “Contribution Agreement”) made and entered into as of June 27, 2018 by and among RocketFuel, the Sellers (as defined below) and B4MC Gold Mines, Inc., a Nevada Corporation (“B4MC” or the “Purchaser”).



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Pursuant to the Contribution Agreement the Sellers contributed, transferred, assigned and conveyed to B4MC all right, title and interest in and to one hundred percent (100%) of the issued and outstanding common stock of RocketFuel for an aggregate of 17,001,312 shares of common stock, par value $0.001 per share, of B4MC (the “Purchaser Common Stock”), (such transaction, the “Business Combination”). As a result of the Business Combination, RocketFuel became a 100% wholly-owned subsidiary of B4MC.

As used in this Report, unless otherwise stated or the context clearly indicates otherwise, the terms “Registrant,” “Company,” “we,” “us” and “our” refer to B4MC and its subsidiaries on a consolidated basis, giving effect to the Business Combination.

This Report contains summaries of the material terms of various agreements executed in connection with the Business Combination described herein. The summaries of these agreements are subject to, and are qualified in their entirety by reference to, these agreements, which are filed as exhibits hereto and incorporated herein by reference.

Prior to the Business Combination, B4MC was a “shell company,” as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (“Exchange Act”). As a result of the Business Combination, we have ceased to be a “shell company.” The information contained in this Report constitutes the information necessary to satisfy the conditions contained in Rule 144(i)(2) under the Securities Act of 1933, as amended (“Securities Act”).

Item 1.01.

Entry into a Material Definitive Agreement

The information contained in Item 2.01 below relating to the various agreements described therein is incorporated herein by reference.

Item 2.01.

Completion of Acquisition or Disposition of Assets

THE CONTRIBUTION AGREEMENT AND RELATED TRANSACTIONS

This section describes the material provisions of the Contribution Agreement but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of the Contribution Agreement, a copy of which is attached hereto as Exhibit 2.1. Unless otherwise defined herein, the capitalized terms used below are defined in the Contribution Agreement.

The Contribution Agreement

On the Closing Date, B4MC consummated the transactions contemplated by the Contribution Agreement by and among B4MC, RocketFuel, Gert Funk (“Funk”), Joseph Page (“Page”), PacificWave Partners Limited (“PWP”), PacificWave Partners UK Ltd. (“PWPUK”) and Saxton Capital Ltd (“Saxton”).  Funk, Page, PWP, PWPUK and Saxton are collectively referred to herein as the “Sellers”, individually each a “Seller”).

Pursuant to the Contribution Agreement the Sellers contributed, transferred, assigned and conveyed to the Company all right, title and interest in and to all of the issued and outstanding shares of common stock of RocketFuel for an aggregate of 17,001,312 shares of Purchaser Common Stock. As a result of the Business Combination, RocketFuel became a 100% wholly-owned subsidiary of B4MC.

The Business Combination will be treated as a “reverse acquisition” of RocketFuel for financial accounting purposes. RocketFuel will be considered the acquirer for accounting purposes, and the historical financial statements of BFMC before the Business Combination will be replaced with the historical financial statements of RocketFuel before the Business Combination in all future filings with the SEC. The Purchaser Common Stock being issued to the Sellers in connection with the Business Combination has not been registered under the Securities Act, in reliance upon the exemption from registration provided by Section 4(a)(2), which exempts transactions by an issuer not involving any public offering, and Regulation D and/or Regulation S promulgated by the SEC under that section. These shares may not be offered or sold in the United States absent registration or an applicable exemption from registration.

The foregoing description of the Contribution Agreement does not purport to be complete. For further information, please refer to the copy of the Contribution Agreement that is filed as Exhibit 2.1 to this Report. There are representations and warranties contained in the Contribution Agreement that were made by the parties to each other as of the date of execution. The assertions embodied in these representations and warranties were made solely for purposes of the Contribution Agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating their terms. Moreover, some representations and warranties may not be accurate or complete as of any specified date because they are subject to a contractual standard of materiality that is



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different from certain standards generally applicable to shareholders or were used for the purpose of allocating risk between the parties rather than establishing matters as facts. For these reasons, investors should not rely on the representations and warranties in the Contribution Agreement as statements of factual information. 


DESCRIPTION OF BUSINESS

Our Corporate History

B4MC was organized under the laws of the State of Delaware, on April 2, 1987, as BK Ventures, Inc. We were organized to create a corporate vehicle to seek and acquire a business opportunity. In June 2000, we reincorporated under the laws of the State of Nevada. In October 2013, we amended our articles of incorporation to change our name to B4MC Gold Mines, Inc. Prior to the Business Combination, we were engaged in efforts to identify an operating company to acquire or merge with through an equity-based exchange transaction that would likely result in a change in control. On July 15, 2015, we filed an amendment to our Articles of Incorporation with the Secretary of State of the State of Nevada providing for a one-for-fifty reverse split of the outstanding shares of our Common Stock effective August 21, 2015. The authorized shares of our Common Stock were not adjusted as a result of the reverse stock split. All shares described herein reflect the effect of the one-for-fifty reverse split that was effective on August 21, 2015.

RocketFuel Blockchain Company is a corporation formed in the State of Nevada on January 12, 2018 for the purpose of bringing more efficient check-out systems to eCommerce.

RocketFuel is a development stage company that maintains its corporate headquarters and business operations in Las Vegas, Nevada.

Our Mission and Business

Our mission is to provide blockchain-based check-out solutions that securely automate and simplify the way online payment and shipping information is received by merchants from their customers. At the same time, our blockchain technology will be designed to enhance customers’ data protection, enabling consumers to pay for goods online without exposing spending credentials such as credit card data with the merchants.

RocketFuel was organized to bring highly efficient check-out systems to eCommerce.  We are currently developing innovative check-out systems that will be based upon blockchain technology and designed to increase speed, security, and ease of use for both customers and merchants.  We are working to develop a user app (Android and iOS) that will enable users to enjoy a seamless check-out experience, allowing them to forget about the clunky cart paradigm of the past.  Further, we will be developing software that allows merchants to easily deploy these systems.  This includes support for special purpose web stores.  It further includes special encoded advertisement schemes having the technology integrated therein.  We also plan to develop a merchant blockchain monitor system that can be deployed to effect fulfillment. We believe that merchants using RocketFuel’s technology will be able to implement new impulse buying schemes that may be unavailable on present day eCommerce sites.

Our blockchain based check-out solution is being designed to include a “single-click” functionality to invoke payment conveyance with integrated consumer shipping address data. A significant benefit of this technology is that the entire shopping cart checkout process will be accomplished via a distributed ledger or “blockchain,” meaning that merchant websites will no longer required to operate complex payment and check-out infrastructures. Rather, merchants will be able to fulfill orders directly from the blockchain, where they can extract their customer shipping information and dispatch products accordingly.

Since there will be no direct exchange of information between the consumer and the merchant, advertisements in which the entire check-out process is embedded may be able to be placed on third party websites and sales may be completely finalized there.   Thus, our technology will enable eCommerce strategies that can include advertisements with a fully integrated check-out process.  We believe that this has never before been accomplished in any eCommerce arrangement.  It is expected that such advertisements will provide significant new sales channels to retailers that are simply not possible with legacy check-out solutions.

The “single-click” RocketFuel check-out solution will be based on a streamlined one- to-three-click check-out process for eCommerce purchases. The system will be designed to operate identically across merchant channels with all participating merchants. eCommerce merchants will be able to encode their check-out protocol to support our technology and the merchants will no longer have to administer complex check-out and payment gateways at their



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eCommerce websites. At the same time, consumers should be able to experience enhanced data protection opportunities and significantly improved convenience.

Consumers will no longer have to enter credit card information or shipping details every time they want to buy online. Payment and shipping information will be handled automatically on the local app that is invoked via an eCommerce checkout page or simple advertisement. Using the RocketFuel app, credit card data or other spending authority will no longer be shared or transmitted and exposed online.  Rather, payments will be made via 100% secure cryptocurrency conveyance on the blockchain.

eCommerce merchants will be able to find all necessary details for order fulfilment, including item ID, shipping, and payment on the blockchain. Payment will be accomplished automatically and instantly. By using the blockchain, transaction transmissions may include both payment and shipping information from the consumer to the eCommerce merchant. RocketFuel checkout systems may be served anywhere and potentially on any website. Indeed, special versions of these systems will work in the physical world, such as in-store check outs, without need for any eCommerce website.

Using the “single-click” RocketFuel check-out technology and check-out button, consumers will no longer be re-directed to a third party website or any payment processor websites requesting personal data, payment details or shipping information. Along with the payment, an encrypted shipping address will be carried as a data-payload in a standard blockchain transaction. No payment card data will be shared with the eCommerce merchant or any other third party.  Upon clicking a “buy now” button, encoded as an “href” hyperlink, a third-party developed cryptocurrency wallet of the consumer’s choosing will be instantiated.  The hyperlink will encode a “bitcoin” URI to trigger the wallet to process the hyperlink, which will carry a bitcoin public key to encode the product specification and purchase amount.  The wallet will recall from a local registry the shipping address preferred by the consumer.  Together, all of this information will be used to formulate the blockchain transaction.  The wallet will consist of software that is 100% owned and fully controlled by the consumer with no membership requirement whatever.  Possession and custody of all funds will be 100% exclusive to the consumer, and no control of funds will ever be available to any third party, including us.  Each blockchain transaction will be parseable and consumable by merchants.  Merchants will be able to monitor their receiving addresses with software that we will provide.  Upon receipt of transactions, merchants will be able to immediately respond by delivering the correct product to the correct address via conventional shipping services.

With the RocketFuel solution, eCommerce merchants will need no contact or other information exchange with the consumer in order to receive their payment or shipping details. Instead, they will detect orders and payments on prescribed addresses via our blockchain monitor system, which may be integrated into merchants’ fulfillment centers. Upon receipt of payment and shipping information, the consumer’s address may be decrypted and reconstructed as a clear text postal address suitable for human viewers. From there, merchants can coordinate the printing and application of shipping labels to selected goods that are packaged for shipping.

Our Process

As consumers browse Internet market places, such as Amazon.com, and social media websites and apps, such as Facebook, they will come across specially configured advertisements carrying the RocketFuel “single-click” or “buy now” instant purchase feature. In response to just a single one to three clicks, the consumer can complete the entire purchase transaction and expect selected goods to arrive at their home the following days. No credit card or shipping information will need to be inputted.

In planned variations of our check-out solution, one-click on a command button will cause an underlying Hyperlink URI to launch a local RocketFuel app with the “single-click” or “buy-now” feature enabled. User confirmation (an extra click (optional (or a “two-click” transaction)) on the “yes” button) will cause the user’s shipping address to be recalled from a profile register, compressed and encrypted into an abbreviated data-payload, and inserted into a cryptocurrency transaction. The transaction will then be passed into the peer-to-peer network to be included in the publicly available blockchain. In a “three-click” transaction, the user will be required to provide two confirmation clicks. RocketFuel’s app will significantly reduce friction compared to other transaction that may include upwards to 70-clicks.

A significant feature of this system is that the consumer’s browser will not leave the originating website (e.g., Facebook). It will not forward to merchant check-out pages and will not forward to any payment processor webserver. Indeed, there will be no direct communication between the consumer and the merchant. The entire checkout process will take place entirely from within the host website (such as Facebook).



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The purchase order will exist entirely as an implicit purchase specification on the blockchain in the form of a common blockchain -based transaction. The payment will be made as a transfer of cryptocurrency value not subject to chargeback. The product being purchased will be specified via association with an address used for the transaction. The shipping address will be set forth in a small (i.e., < 80 bytes) data payload integrated with and carried by the transaction.

We also intend to design a fulfilment monitor system that, together with the merchant’s own fulfilment centers, will monitor the blockchain to detect arrival of payments on prescribed addresses. Each merchant’s address will be associated with a particular product or product configuration, including size/color combinations among others. When these payments arrive and are incorporated into the blockchain (every ten minutes or so), merchants may respond by decrypting customer shipping information and matching the address to the product ordered. Merchants would then enable immediate and highly automated shipping process, including the printing of shipping labels and conveyance to common express couriers.

Industry Background and Trends

Industry Background

A blockchain, also known as a “distributed ledger technology,” is a sequential, ever-growing, time-stamped set of records that are grouped in blocks and maintained by disparate participants.  Each block is interdependent, making alterations of records economically difficult if not outright impossible.

We believe that blockchain technology represents not merely an evolutionary development, but has the potential to become transformational technology. A few facts:

·

A Blockchain includes the following features:

·

The Blockchain is a decentralized and distributed digital ledger that is used to record and secure transactions across multiple computers.

·

The transactions on the Blockchain cannot be changed.

·

All transactions on the Blockchain can be verified and audited inexpensively by anyone.

·

The blockchain confirms that each unit of value was transferred only once.

·

A blockchain database consists of two kinds of records: transactions and blocks. Blocks hold batches of valid transactions that are hashed and encoded.

·

Each block includes the hash of the prior block in the blockchain, linking the two.

·

The linked blocks form a virtual “chain.”

The blockchain, being a globally distributed ledger running on millions of devices, is capable of recording transfers of anything of value. Transactions in money, equities, bonds, titles, deeds, contracts, and virtually all other kinds of assets can be implemented and stored securely, privately, and from peer to peer, because trust is established, not by powerful intermediaries like banks and governments, but by network consensus, cryptography, collaboration, and sophisticated code. For the first time in human history, two or more parties, be they businesses or individuals who may not even know each other, can forge agreements, make transactions, and build value without relying on intermediaries (such as banks, payment institutions, rating agencies and other third parties) to verify their identities, establish trust, or perform the critical business logic contracting, clearing, settling, and record-keeping tasks that are foundational to all forms of commerce.

Given the promise and risks associated of such a disruptive technology, many firms in all kinds of industries, such as banks, insurers, audit and other professional service firms, are investing in, and implementing, blockchain solutions, often to take advantage of the opportunities to reduce friction (by which it is meant fewer clicks for the user on RocketFuel’s user interface) and costs. After all, most financial intermediaries themselves rely on a dizzying, complex, and costly array of intermediaries to run their own operations.

In 2015, Santander, a European bank, put the potential savings of blockchain technology at $20 billion a year. Capgemini, a consultancy, estimated in 2015 that consumers could save up to $16 billion in banking and insurance fees each year through blockchain-based applications.



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PriceWaterhouse Coopers estimated in 2016 that more than 55% of their Global clients will be blockchain based in 2020. Additionally, a study from Sophia TX in 2016 indicates that more than 10% of the Global GDP will originate from blockchain based solutions by 2025.

Trends

Large multi-national corporations are beginning to invest in blockchain technologies and implementing solutions utilizing the benefits of the blockchain, to be more efficient, reduce costs, reduce errors and double registration, increase speed of trading, reduce frictions and intermediaries, etc. Below are a few examples of such investments.

Microsoft

The $561 Billion US-based technology company has released the Confidential Consortium (Coco) Framework, an Ethereum-based protocol which commercial companies and large-scale organizations will be able to utilize to process information on the Ethereum Blockchain with increased privacy.

Daimler Benz

We believe Daimler Benz recent issuance of a 100m bond on a private version of the Ethereum blockchain signals the first step in a much larger plan by Daimler AG to explore the technology. The type of bond, called a Schuld/schein, is what we believe gives the project a truly global scale. Daimler Benz expects the new business on the Blockchain to develop and become larger in value than their entire Mercedes Benz production.

Goldman Sachs

Goldman Sachs is now involved in several Blockchain technology-based companies like Circle and even Digital Asset Holdings. Even though the banking giant has been helping start-ups such as the above-mentioned companies, recent positive press from Goldman Sachs further indicates their acceptance of the technology. We believe blockchain technology is making waves in various industries, including finance.

Bank of America

We believe Bank of America is emerging as one of the most active banks when it comes to filing patents over claimed innovations in blockchain and cryptocurrency. Three new submissions, initially filed with the U.S. Public Patent and Trademark Office early last year, add to a total of 43 blockchain and cryptocurrency-related patent applications filed by the bank since 2014. Of those, nine were submitted in 2016, four were filed in 2015 and 10 as far back as 2014.

IBM

We believe IBM is one of the most dedicated technology companies which has become synonymous with the blockchain. IBM has embarked on a journey to take blockchain into the enterprise and government arena with its permission based blockchain.

Enterprise Ethereum Alliance

The Enterprise Ethereum Alliance, which is composed of thirty large banks and technology giants, which include JP Morgan, Microsoft and Intel, have united to build business-ready versions of the software behind Ethereum. The Enterprise Ethereum Alliance is planning to demonstrate a pilot of the financial technology as it exists today and to show off a “spot trade” on the foreign exchange market for global currencies using an adaptation of Ethereum as the settlement layer.

Japanese Government

Japan is reportedly looking to integrate blockchain into its online systems for accepting government contract bids. According to a Nikkei Asian Review report in June 2017, the Ministry of Internal Affairs and Communications, which oversees the Japanese administrative system and manages local governments, will test a blockchain-based system for processing government tenders in the fiscal year ended March 2018.

Blockchain Technologies for eCommerce Payments and Check-out Solutions

RocketFuel blockchain technologies are intended to solve many of the issues with traditional payment methods. By utilizing blockchain technology, our system will be designed to credit payments faster, with little or no



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transaction costs, and significantly more secure than current payment systems, while enabling consumers to retain more control over their data.

Traditional online and offline payment methods route transactions through banks, card-schemes and expensive clearing houses before the money is actually credited to the merchant’s account. And the consumers must send and expose sensitive data online, making it vulnerable to hackers and fraudsters. The blockchain has the ability to provide solutions that can remove the need for third parties such as VISA, MasterCard, acquirers/banks and other intermediaries and make the payments faster, cheaper and more frictionless. Blockchain technologies enable at the consumer to control his or her personal, sensitive data without the need to share payment credentials, personal information or other vulnerable data. This will remove the need for expensive and complex third party anti-fraud tools, transaction monitoring software, and the like, eliminating the possibility for consumers to have their data stolen and mis-used, such as recently experienced in the Facebook data scandal.

We believe implementing blockchain technologies in the eCommerce industry will be game changing not only for the payment regimes but also for the way consumers interact with merchants and each other in a peer-to-peer environment, creating multiple benefits and opportunities for both the merchants and the consumers; as described below:

Cheaper Transactions. No intermediaries such as digital wallets and other traditional payment methods, card-schemes and acquirers, are required. Instead, the system is based on self-executing contract instructions with no complexity of transfers and transactions.

Faster Transactions. The merchants will no longer have to wait days for the card-processors and acquirers to settle the transactions. With the blockchain, the transactions, payments and shipping and order details will be encoded in the data-load files encoded in the transactions instant stored and logged on the blockchain.

Transparency. The blockchain can store the entire owner history of a product, no matter where the product goes and how many times it is re-purchased. Thus, the blockchain can help eliminate the fraud and brings transparency to both consumers and merchant.

Creating Decentralized Blockchain-Based eCommerce Marketplaces. Because of the security that both the network and the cryptography provide, blockchain technology provides a secure system through which individuals and businesses can directly interact and transact with each other without the need for an intermediary. The only minor fees that will be paid are for the network behind the blockchain for validating transactions and securing the network. Both buyer and seller pay no fees to a marketplace company, because technically, there is no company. The platforms through which e-commerce will be conducted in such eCommerce marketplaces are blockchain applications. Because blockchains are decentralized, there is no central party, or company, that sets the rules and decides how users will transact with one another. The users, thus individuals and businesses, determine how the platform will develop and function.

Security and Consumer Data Protection. Sending consumer data using the blockchain instead of the traditional methods using third party gateways eliminates the possibility for the hackers and fraudsters to steal and mis-use the consumer’s sensitive data. Also, on the database level, the blockchain provides remarkable attributes. For example, it has previously been impossible to assure a database was not manipulated by criminal actors. As the blockchain regime is currently designed, data stored on a blockchain cannot be changed by any means.  Further, the blockchain is designed such that it is with the highest certainty that only a possessor of a ‘private key’ can cause a transaction to occur. This assures security at a level never before possible in any computing system. With these properties, blockchain now enables improvement in known systems whereby excellent performance never before possible is realized.  In another important example, even the highest sophisticated financial systems have been nevertheless exposed to hacking. Because security of the blockchain itself is believed by most to be near perfect and has been very rigorously tested as such, hacking is probably impossible.  The cryptography used in blockchain systems has to date been impenetrable. Therefore, we believe that the systems built on the blockchain will bring near perfect security that cannot be hacked.

Hacker-Proof. To our knowledge, blockchains have remained 100% immune to hacking since inception. It has now become generally accepted that a blockchain is likely to be among the first computer data constructs that can be considered ‘hack proof’.

Anti-Money Laundering Features. Blockchain technologies can be used in powerful anti-money laundering systems as every transaction is 'laid open' and available to all system users. Transactions on the blockchain cannot



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be hidden from the public and they are forever recorded in the ledger.

Patents

Our technology is covered by five applications for U.S. patents. Each application was submitted by our Chief Technical Officer (“CTO”) and director, Joe Page, who assigned them to RocketFuel in exchange for his RocketFuel shares.

Competitive Strengths

Our blockchain based check-out technology provides multiple benefits to merchants and consumers, including very high conversion efficiencies.

General Benefits to Merchants and Consumers

·

Easier. Just 1 to 3 clicks;

·

More Convenient. No re-direct and no typing of redundant information. No longer any need to open new accounts with passwords;

·

Consumer Data Protection. No sensitive data shared with any third party. Shipping information in the data-load file;

·

Faster. No filling out forms and no need to provide payment details; and

·

More Cost-Effective. Bypassing banks and card-schemes.

Benefits to eCommerce Merchants

·

Conversion efficiencies which we believe could prove to be exceptional;

·

Enhances impulse buying;

·

Provides instant receipt of payment thereby mitigating the need for expensive intermediaries such as digital wallets, card-schemes and acquirers;

·

Elimination of chargeback expenses;

·

Elimination of expensive anti-fraud tools;

·

Enables highly-automated fulfillment;

·

Eliminates browser re-directs;

·

Improved automation of security whereby encrypted payment and shipping information are received without the requirement of manual processes; and

·

Seamless processing through simple HTML encoding.

Benefits to Online Consumers

·

No sensitive data is shared or sent to third parties thereby providing protection of personal data;

·

General Data Protection Regulation of the European Union (“GDPR”) compliant;

·

Easier and more consumer-friendly check out experience with only 1 to 3 clicks;

·

Convenience of use is enhanced as a result of, but not limited to: (i) no browser re-directs, (ii) no need to type redundant information, and (iii) no requirement to open new accounts with passwords; and

·

No requirement to fill out forms with information and payment details thereby facilitating the processing of transactions.

Our Growth Strategy

Our CTO, Joe Page, developed the first prototype of the RocketFuel blockchain based check-out solution in 2015 through 2017, based on the technology covered by the patent applications that have been assigned to us. See “–Patents.” Following the consummation of the Business Combination, we intend to develop the technology to obtain



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proof of concept with several larger US eCommerce merchants, social media and blog-sites. We plan to assemble an experienced management and technical team within payments, intellectual property and legal capabilities that will ensure controlled growth the coming one to two years.

Key benchmarks for our roll -out strategy include:

·

Design, build and test a user app that is responsive via URI to HTML encoded hyperlinks

·

Promote technology adoption by general purpose crypto wallet platforms.

·

Promote a merchant support software package used for blockchain parsing to effect fulfillment.

·

Deploy wide variety of functional demonstration implementations and support those with vigorous marketing plan to expose operational system to both user and merchants.

·

Promote further merchant adoption via deployment team.

Our anticipated operational focus and related cash requirements for the first 6, 12 and 24 months following the closing of the Business Combination are as follows:


Period

Operating Activities

Total cash requirements

First 6 months

Develop RocketFuel App for Android and iOS and fulfillment monitor system

USD 1,400,000

First 12 months

Maintain RocketFuel App and fulfillment monitor system, conduct merchant outreach,  education and software support

USD 3,200,000

First 24 months

Maintain and scale up RocketFuel App and fulfillment monitor system implementation, increase marketing efforts, in addition to regular merchant and consumer outreach, education and software support, to accelerate user adoption

USD 8,500,000

We intend to fulfill our cash requirements through additional equity or debt financings. Any potential future sale of equity or debt securities may result in dilution to our stockholders, and we cannot be certain that additional public or private financing will be available in amounts or on terms acceptable to us, or at all. If we are unable to obtain such financing, we may be required to delay, reduce the scope of, eliminate one or more aspects of our operations or business development activities, or cease operations altogether.

Our Customers

Our plan for customer acquisition will outreach to the market-dominating market places to establish commercial proof-of-concept targeting, but not limited to, major eCommerce merchants.

We believe the technology covered by our patent applications and the benefits of our solutions could provide us with a competitive edge over the broader market in the adoption of new strategies and leading technologies.  To our knowledge, the conveyance of product specification, payment and shipping address via a blockchain in a single transaction has never been done before and this provides a strong competitive advantage.

Sales and Marketing

We believe our business development team, currently comprised of our officers, Joe Page and Gert Funk, is



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highly experienced within eCommerce and online market places with connections to several larger eCommerce merchants. Our sales and marketing efforts will focus on a few larger eCommerce merchants rather than many smaller merchants and will be scaled up as funding permits. We believe that a strong proof-of-concept window with our technology functionally displayed in scale will attract merchants to our technology, and we intend to sell the technology on a license fee basis.

Our Revenue Model

We anticipate that our revenues will be derived primarily from license fees from eCommerce merchants and other licensees of our technology. Appreciable revenue generation comes with user adoption. User adoption is a difficult matter to predict in the cryptocurrency community and many have set out with optimism and failed to achieve good user adoption. However, it is believed that superficial revenue generation will arrive in about 240 to 365 days from the Closing Date. Merchants will be required to pay a license fee to the company as well as pay fees for added merchant services that we may develop, such as our fulfillment and order processing services.  Cryptocurrency wallet providers may also be asked in the future to pay license fees.

Competition

While we are not aware of any companies offering or developing competitive technologies, there are many firms offering or developing shopping cart and checkout-based solutions, including blockchain-based solutions, and there can be no assurance that direct competitors to our solutions will arise. Our technology is designed to be compliant with the new GDPR and other Governmental regulations and initiatives to protect the consumer’s data.

Government Regulation

Our clients are subject to federal, state and foreign laws regarding privacy and the protection of user data. Foreign data protection, privacy, consumer protection, content regulation and other laws and regulations are often more restrictive than those in the United States. As the blockchain industry is still relatively new and in the midst of significant development, there are also potential federal legislative proposals and various state legislative bodies and foreign governments concerning data protection, tracking, behavioral advertising and consumer protection that could affect our clients.

As of May 25, 2018, the European Union’s General Data Protection Regulation will be enforced for all organizations doing business in Europe. GDPR aims to harmonize European data privacy laws, protect and empower all EU citizens’ data privacy, and set the guidelines on how to embed data privacy controls within participating organizations.

We believe that our blockchain based check-out solution will help our clients to be compliant with the enhanced privacy rules and regulations as our technology will enable the consumers to pay for goods online without exposing spending credentials (credit card data) with the eCommerce merchants.

For additional information regarding the laws and regulations that may adversely affect our business, please see the section titled “Risk Factors” below.

Employees

As of March 31, 2018, we had no full-time employees. Within the first twelve months of operations following the Business Combination we expect to hire 16 employees in the areas of management, technical development, R&D, sales and marketing, and administration. Additionally, we intend to use IT development companies with expertise within blockchain technology development as contractors. The purpose is to have portions/modules of the technology developed with such companies whereas the key part and functionalities will be developed and kept “in-house”.

Legal Proceedings

We are not a party to any other legal proceedings, other than ordinary routine litigation incidental to our business, which we believe will not have a material effect on our financial position or results of operations.

Description of Properties

Currently, we do not own or lease any properties. We do intend to rent an office in Nevada for day to day business operations.



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RISK FACTORS

The following risk factors apply to the business and operations of the Company. These risk factors are not exhaustive. Investors are encouraged to perform their own investigation with respect to the business, financial condition and prospects of the Company. You should carefully consider the following risk factors, as well as the other information included in this Report. In particular, please refer to the section entitled “Cautionary Note Regarding Forward-Looking Statements.” We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.

Risks Related to our Capital Structure

There is no assurance of an active established public trading market, which would adversely affect the ability of the Company’s investors to sell their securities in the public market.

Although the Company’s common stock is registered under the Exchange Act and is traded on the OTC Pink Marketplace, an active trading market for the securities does not yet exist and may not exist or be sustained in the future. The OTC Pink Marketplace is an over-the-counter market that provides significantly less liquidity than the NASDAQ Stock Market. Prices for securities traded solely on the OTC Pink may be difficult to obtain and holders of common stock may be unable to resell their securities at or near their original offering price or at any price. Market prices for the Company’s common stock will be influenced by a number of factors, including:

·

The Company’s ability to obtain additional financing and the terms thereof;

·

The Company’s financial position and results of operations;

·

Any litigation against the Company;

·

Possible regulatory requirements on the Company’s business;

·

The issuance of new debt or equity securities pursuant to a future offering;

·

Competitive developments;

·

Variations and fluctuations in the Company’s operating results;

·

Change in financial estimates by securities analysts;

·

The depth and liquidity of the market for the Company’s common stock;

·

Investor perceptions of the Company; and

·

General economic and business conditions.

Shares eligible for future sale may adversely affect the market price of the Company’s common stock, as the future sale of a substantial amount of outstanding stock in the public marketplace could reduce the price of the Company’s common stock.

Approximately 92.0 percent (92.0%) of the shares of common stock issued and outstanding are owned by eight stockholders who will be eligible to sell some of their shares of common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144 promulgated under the Securities Act (“Rule 144”), subject to certain limitations commencing in one year. Rule 144 also permits the sale of securities, without any limitations, by a non-affiliate that has satisfied a six-month holding period commencing one year after the Company is no longer a shell company. Any substantial sale of common stock pursuant to Rule 144 may have an adverse effect on the market price of our common stock by creating an excessive supply.

The Company’s common stock is considered a “penny stock” and may be difficult to sell.

The Company’s common stock is considered to be a “penny stock” since it meets one or more of the definitions in Rules 15g-2 through 15g-6 promulgated under Section 15(g) of the Exchange Act. These include but are not limited to the following: (i) the stock trades at a price less than $5.00 per share; (ii) it is not traded on a “recognized” national exchange; (iii) it is not quoted on the NASDAQ Stock Market, or even if so, has a price less than $5.00 per share; or (iv) it is issued by a company with net tangible assets less than $2.0 million, if in business more than a continuous three years, or with average revenues of less than $6.0 million for the past three years. The



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principal result or effect of being designated a “penny stock” is that securities broker-dealers cannot recommend the stock but must trade in it on an unsolicited basis.

Additionally, Section 15(g) of the Exchange Act and Rule 15g-2 promulgated thereunder by the SEC require broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor’s account.

Holders in the Company’s common stock are urged to obtain and read such disclosure carefully before purchasing any shares that are deemed to be “penny stock.” Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to: (i) obtain from the investor information concerning its financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor’s financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult for holders of the Company’s common stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise.

The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements that may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that, in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

A decline in the price of our common stock could affect our ability to raise additional working capital, it may adversely impact our ability to continue operations and we may go out of business.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because we may attempt to acquire a significant portion of the funds we need in order to conduct our planned operations through the sale and issuance of equity securities, a decline in the price of our common stock could be detrimental to our liquidity and our operations because the decline may cause investors not to choose to invest in our stock. If we are unable to raise the funds we require for all our planned operations, we may be forced to reallocate funds from other planned uses and we may suffer a significant negative effect on our business plan and operations, including our ability to develop new products and continue our current operations. As a result, our business may suffer, and not be successful and we may go out of business. We also might not be able to meet our financial obligations if we cannot raise enough funds through the sale and issuance of our common stock and we may be forced to go out of business.

The Company does not intend to pay dividends and stockholders may not experience a return on investment without selling their securities.

The Company has never declared or paid, nor does it intend in the foreseeable future to declare or pay, any cash dividends on its common stock. Since the Company intends to retain all future earnings to finance the operation and growth of its business, stockholders will likely need to sell their securities in order to realize a return on their investment, if any.

Unfavorable general economic conditions may materially adversely affect our business.

While it is difficult for us to predict the impact of general economic conditions on our business, these conditions could reduce customer demand for some of our products or services which could cause our revenue to decline. Also, our customers that are especially reliant on the credit and capital markets being liquid, retail investors



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having investment capital and other factors which could affect their ability to host successful capital raises and continue as a going concern. Moreover, we rely on obtaining additional capital and/or additional funding to provide working capital to support our operations. We regularly evaluate alternative financing sources. Further changes in the commercial capital markets or in the financial stability of our investors and creditors may impact the ability of our investors and creditors to provide additional financing. For these reasons, among others, if the economic conditions stagnate or decline, our operating results and financial condition could be adversely affected.

If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results. As a result, current and potential shareholders could lose confidence in our financial reporting, which would harm our business and the trading price of our stock.

We are a development stage company with limited resources. Therefore, we cannot assure investors that we will be able to maintain effective internal controls over financial reporting based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. For these reasons, we are considering the costs and benefits associated with improving and documenting our disclosure controls and procedures and internal controls and procedures, which includes (i) hiring additional personnel with sufficient U.S. GAAP experience and (ii) implementing ongoing training in U.S. GAAP requirements for our CFO and accounting and other finance personnel.  If the results of these efforts are not successful, or if material weaknesses are identified in our internal control over financial reporting, our management will be unable to report favorably as to the effectiveness of our internal control over financial reporting and/or our disclosure controls and procedures, and we could be required to further implement expensive and time-consuming remedial measures and potentially lose investor confidence in the accuracy and completeness of our financial reports which could have an adverse effect on our stock price and potentially subject us to litigation.

Our management has limited experience in operating a public company.

Our executive officers and director have limited experience in the management of a publicly traded company. Our management team may not successfully or effectively manage our transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage to us in that it is likely that an increasing amount of their time will be devoted to these activities which will result in less time being devoted to the management and growth of our company. It is possible that we will be required to expand our employee base and hire additional employees, such as a chief financial officer experienced in public company financial reporting, to support our operations as a public company which will increase our operating costs in future periods.

A significant majority of our outstanding ordinary shares are held by a small number of shareholders, which may have significantly greater influence on us due to the size of their shareholdings relative to other shareholders.

As of the date of this Report, eight persons beneficially own approximately 92.0% of the outstanding shares of Common Stock of the Company. These major shareholders have significant influence in determining the outcome of any corporate transactions or other matters submitted to our shareholders for approval, including mergers, consolidations and schemes of arrangement, election and removal of directors and other significant corporate actions. They may not act in our best interests or our minority shareholders’ interests. In addition, without the consent of these major shareholders, we could be prevented from entering into transactions that could be beneficial to us. This concentration of ownership may also discourage, delay or prevent a change in control, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and might reduce the price of our Common Stock. These actions may be taken even if they are opposed by our other shareholders.

We are subject to the periodic reporting requirements of the Exchange Act that will require us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs could reduce or eliminate our ability to earn a profit.

We are required to file periodic reports with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder. In order to comply with these requirements, our independent registered public accounting firm will have to review our financial statements on a quarterly basis and audit our financial statements



15



on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation of such reports. The costs charged by these professionals for such services cannot be accurately predicted at this time because factors such as the number and type of transactions that we engage in and the complexity of our reports cannot be determined at this time and will have a major effect on the amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit. We may be exposed to potential risks resulting from any new requirements under Section 404 of the Sarbanes-Oxley Act of 2002. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, as amended by SEC Release 33-8889, we are required to include in our annual report our assessment of the effectiveness of our internal control over financial reporting. Furthermore, if we cease to be a smaller reporting company, our independent registered public accounting firm will be required to report separately on whether it believes that we have maintained, in all material respects, effective internal control over financial reporting. We have not yet commenced any assessment of the effectiveness of our internal control over financial reporting. We expect to incur additional expenses and diversion of management’s time as a result of performing the system and process evaluation, testing and remediation required in order to comply with the management certification and auditor attestation requirements.

We do not have a sufficient number of employees to segregate responsibilities and may be unable to afford increasing our staff or engaging outside consultants or professionals to overcome our lack of employees. During the course of our testing, we may identify other deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, if we fail to achieve and maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to help prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.

The capital markets may experience periods of disruption and instability. Such market conditions may materially and adversely affect debt and equity capital markets, which may have a negative impact on our business and operations.

Volatility and dislocation in the capital markets can also create a challenging environment in which to raise or access debt capital. The reappearance of market conditions similar to those experienced from 2008 through 2009 for any substantial length of time could make it difficult to extend the maturity of or refinance our existing indebtedness or obtain new indebtedness with similar terms and any failure to do so could have a material adverse effect on our business. The debt capital that will be available to us in the future, if at all, may be at a higher cost and on less favorable terms and conditions than what we currently experience including being at a higher cost due to a rising rate environment. If we are unable to raise or refinance debt, then our equity investors may not benefit from the potential for increased returns on equity resulting from leverage and we may be limited in our ability to make new commitments or to fund existing commitments to our portfolio companies.

Significant changes or volatility in the capital markets may also have a negative effect on the valuations of our investments. While most of our investments are not publicly traded, applicable accounting standards require us to assume as part of our valuation process that our investments are sold in a principal market to market participants (even if we plan on holding an investment through its maturity). Significant changes in the capital markets may also affect the pace of our investment activity and the potential for liquidity events involving our investments. Thus, the illiquidity of our investments may make it difficult for us to sell such investments to access capital if required, and as a result, we could realize significantly less than the value at which we have recorded our investments if we were required to sell them for liquidity purposes. An inability to raise or access capital could have a material adverse effect on our business, financial condition or results of operations.




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Risks Relating to our Business and Industry

We are a start-up company, and we may be unable to generate significant revenues and may never become profitable.

We are a start-up company that has not generated revenue to date and we may incur significant operating losses for the foreseeable future. We may not be able to validate and create business to business market for blockchain technology and infrastructure in a manner that will generate significant revenues. In addition, any revenues that we may generate may be insufficient for us to become profitable.

In particular, potential investors should be aware that we have not proven that we can raise sufficient capital in the public and/or private markets; successfully develop a fully functional blockchain technology platform; build a pipeline of businesses seeking such services from us, develop and maintain relationships with key strategic partners that will be necessary to optimize the market value of our services; respond effectively to competitive pressures; or recruit and build a management team to accomplish our business plan. If we are unable to accomplish these goals, our business is unlikely to succeed.

Our future capital needs are uncertain and our independent registered public accounting firm has expressed in its report on our 2018 audited financial statements a substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital and our operations could be curtailed if we are unable to obtain the required additional funding when needed.  We may not be able to do so when necessary, and/or the terms of any financings may not be advantageous to us.

 

The financial statements for RocketFuel for the period from January 12, 2018 (date of inception) through March 31, 2018, attached hereto as Exhibit 99.1 to this Report have been prepared assuming we will continue to operate as a going concern.  However, due to our recurring losses from operations, and working capital deficiency, there is substantial doubt about our ability to continue as a going concern.  Because we expect to continue to experience negative cash flow, our ability to continue as a going concern is subject to our ability to obtain necessary funding from outside sources, including obtaining additional funding from the sale of our securities, grants or other forms of financing.  Our continued negative cash flow increases the difficulty in completing such sales or securing alternative sources of funding, and there can be no assurances that we will be able to obtain such funding on favorable terms or at all.  If we are unable to obtain sufficient financing from the sale of our securities or from alternative sources, we may be required to reduce, defer or discontinue certain of our research and development and operating activities or we may not be able to continue as a going concern.  As a result, our independent registered public accounting firm has expressed in its auditors’ report on the financial statements attached as Exhibit 99.1 to this Report for the period from January 12, 2018 (date of inception) through March 31, 2018, a substantial doubt regarding our ability to continue as a going concern.  Our financial statements do not include any adjustments that might result from the outcome of the uncertainty regarding our ability to continue as a going concern. If we cannot continue as a going concern, our shareholders may lose their entire investment in our Common Stock.  Future reports from our independent registered public accounting firm may also contain statements expressing doubt about our ability to continue as a going concern.

Because of our limited operating history, we may not be able to correctly estimate our future operating expenses, which could lead to cash shortfalls.

We have only a limited operating history from which to evaluate our business. We have not generated any revenues to date. Accordingly, our prospects must be considered in light of the risks, expenses, and difficulties frequently encountered by companies in an early stage of development. We may not be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business, operating results and financial condition.

Because of this limited operating history and because of the emerging nature of the markets in which we compete, our historical financial data is of limited value in estimating future operating expenses. Our budgeted expense levels are based in part on our expectations concerning future revenues.

We may be unable to adjust our operations in a timely manner to compensate for any unexpected shortfall in revenues. Accordingly, a significant shortfall in demand for our product could have an immediate and material adverse effect on our business, results of operations, and financial condition.

Our operating results may fluctuate as a result of a number of factors, many of which are outside of our



17



control. For these reasons, comparing our operating results on a period-to-period basis may not be meaningful, and you should not rely on our past results as any indication of our future performance. Our quarterly and annual expenses are likely to increase substantially over the next several years, and revenues from the sale of our services may not meet our expectations. Our operating results in future quarters may fall below expectations. Any of these events could adversely impact our business prospects and make it more difficult to raise additional equity capital at an acceptable price per share. Each of the risk factors listed in this "Risk Factors" section may affect our operating results.

Our business, the design of our product may change and evolve over time. Furthermore, we compete in an unpredictable industry against companies in the same business that have substantially more capital than we do and have existing distribution systems well established. Our ability to succeed depends on our ability to execute our business plan including navigating regulatory hurdles, launching a fully featured product and attracting both businesses seeking loans and investors interested in making loans. As such, our actual operating results may differ substantially from our projections.

We expect to need additional substantial capital to fund our growing operations and if we are unable to obtain sufficient capital, we may be forced to limit the scope of our operations.

 

We expect that for our business to grow we will need substantial additional working capital.  If adequate additional debt and/or equity financing is not available on reasonable terms or at all, we may not be able to continue to expand our business or pay our outstanding obligations, and we will have to modify our business plans accordingly.  These factors would have a material adverse effect on our future operating results and our financial condition.

We will operate in an ever-evolving industry and changes to it can have a material effect on our business model which makes it difficult to evaluate our business and prospects.

We expect to derive nearly all of our revenue from the sale of blockchain technology services, which is an immature industry that has undergone rapid and dramatic changes in its short history. The industry in which we operate is characterized by eCommerce over public blockchain or distributed ledger technology. Our business model is also evolving and is distinct from many other companies in our industry, and it may not be successful. As a result of these factors, the future revenue and income potential of our business is uncertain. Any evaluation of our business and our prospects must be considered in light of these factors and the risks and uncertainties often encountered by companies in an immature industry with an evolving business model such as ours. Some of these risks and uncertainties relate to our ability to:

·

acquisition of potential customers;

·

maintain and expand customer relationships once established;

·

potential blockchain network failure;

·

raise capital at attractive costs, or at all;

·

respond effectively to competition and potential negative effects of competition on profit margins;

·

attract and retain qualified management, employees and independent service providers;

·

successfully introduce new processes and technologies and upgrade our existing technologies and services;

·

protect our proprietary technology and intellectual property rights; and

·

respond to government regulations relating to the Internet, personal data protection, email, software technologies and other aspects of our business.

If we are unable to address these risks, our business, results of operations and prospects could suffer.

If we do not effectively manage our anticipated growth, our operating performance will suffer and we may lose potential customers.

We could experience rapid growth in our operations. This anticipated growth could place significant demands on our management and our operational and financial infrastructure. In particular, rapid growth, if realized, could



18



make it more difficult for us to execute on our business plan.

In addition, our personnel, systems, procedures and controls, once implemented may be inadequate to support our anticipated future operations. The improvements which could be required to manage our anticipated growth could require us to make significant expenditures, expand, train and manage our employee base and allocate valuable management resources. If we fail to effectively manage our anticipated growth, our operating performance will suffer and we could lose potential customers and key personnel.

We need to hire and retain additional qualified personnel to grow and manage our business. If we are unable to attract and retain qualified personnel, our business and growth could be seriously harmed.

Our performance depends on the talents and efforts of our key employees specifically our CTO, Joseph Page, and Chief Executive Officer (“CEO”), Gert Funk, who are charged with daily operations and strategy to reach commercial success. Our future success will depend on our ability to attract, retain and motivate highly skilled personnel in all areas of our organization and, in particular, in our engineering/technology, sales and marketing, media, finance and legal/regulatory teams. We plan to continue to grow our business and will need to hire additional personnel to support this growth. We have found it difficult from time to time to locate and hire suitable personnel. If we experience similar difficulties in the future, our growth may be hindered. Qualified individuals are in high demand, particularly in the blockchain technology industry, and we may incur significant costs to attract and retain them. Employees may be more likely to leave us following our initial public offering as a result of the establishment of a public market for our common stock. If we are unable to attract and retain the personnel we need to succeed, our business and growth could be harmed.

If we fail to compete effectively against other blockchain technology companies and other competitors, we could fail to attract customers and we may never generate revenues.

The market for blockchain technology is intensely competitive. We expect this competition to continue to increase in the future.  Further, technical evolution is quite fast and small changes in the network can have fatal implications regarding proposed operations.  Other platforms may devise superior technical approaches that do not infringe the IP portfolio of patent applications.  Should those technical solutions outperform the technologies proposed as RocketFuel solutions, competition could render the business not competitive.

If the market for blockchain technology fails to continue to develop, our future growth may be limited and our revenue may decrease.

The blockchain technology market is relatively new and rapidly evolving.  The protocols to define blockchain performance are not fixed and change often, sometimes with profound implication.  We cannot assure that the market, support, or participation for/in blockchain will continue to grow. If the market for blockchain technology fails to continue to develop or develops more slowly than we anticipate, our ability to grow our business may be limited and our revenue may decrease.

Third-party website publishers can engage in unauthorized or unlawful acts that could subject us to significant liability or cause us to lose clients.

We intend to source significant portion of our web visitors from media advertising that we will purchase from third-party website publishers. Some of these publishers are authorized to display our clients’ brands, subject to contractual restrictions. In the past, some of our third-party website publishers have engaged in activities that certain of our clients have viewed as harmful to their brands, such as displaying outdated descriptions of a client’s offerings or outdated logos. Any activity by publishers that clients view as potentially damaging to their brands can harm our relationship with the client and cause the client to terminate its relationship with us, resulting in a loss of revenue. In addition, the law is unsettled on the extent of liability that an advertiser in our position has for the activities of third-party website publishers. We could be subject to costly litigation and, if we are unsuccessful in defending ourselves, damages for the unauthorized or unlawful acts of third-party website publishers.

Unauthorized access to or accidental disclosure of consumer personally-identifiable information that we collect may cause us to incur significant expenses and may negatively impact our credibility and business.

There is growing concern over the security of personal information transmitted over the Internet, consumer identity theft and user privacy. Despite our implementation of security measures, our computer systems may be susceptible to electronic or physical computer break-ins, viruses and other disruptions and security breaches. Any perceived or actual unauthorized disclosure of personally-identifiable information regarding website visitors,



19



whether through breach of our network by an unauthorized party, employee theft, misuse or error or otherwise, could harm our reputation, impair our ability to attract website visitors and attract and retain our clients, or subject us to claims or litigation arising from damages suffered by consumers, and thereby harm our business and operating results. In addition, we could incur significant costs in complying with the multitude of state, federal and foreign laws regarding the unauthorized disclosure of personal information.

If we are unable to price our services appropriately, our margins and revenue may decline.

Our clients purchase our services according to a variety of pricing formulae, the sometimes these include formula based on pay for performance, meaning clients pay only after we have delivered the desired result to them. Regardless of how a given client pays us, we ordinarily pay the vast majority of the costs associated with delivering our services to our clients according to contracts and other arrangements that do not always condition payment to vendors upon receipt of payments from our clients. This means we typically pay for the costs of providing our services before we receive payment from clients. Additionally, certain of our services costs are highly variable and may fluctuate significantly during each calendar month. Accordingly, we run the risk of not being able to recover the entire cost of our services from clients if pricing or other terms negotiated prior to the performance of services prove less than the cost of performing such services.

In some arrangements anticipated, value will be held in one cryptocurrency or another.  Such holdings exposes the company to exchange rate risk.  In the event that cryptocurrency markets move significantly and unexpectedly, it remains possible that the company could suffer losses due to such movements which are beyond the control of the company and its employees.

Changes in government regulation and industry standards applicable to the Internet and our business could decrease demand for our technologies and services or increase our costs.

Laws and regulations that apply to Internet communications, commerce and advertising are becoming more prevalent. These regulations could increase the costs of conducting business on the Internet and could decrease demand for our technologies and services.

In the United States, federal and state laws have been enacted regarding copyrights, sending of unsolicited commercial email, user privacy, search engines, Internet tracking technologies, direct marketing, data security, children’s privacy, pricing, sweepstakes, promotions, intellectual property ownership and infringement, trade secrets, export of encryption technology, taxation and acceptable content and quality of goods. Other laws and regulations may be adopted in the future. Laws and regulations, including those related to privacy and use of personal information, are changing rapidly outside the United States as well which may make compliance with such laws and regulations difficult and which may negatively affect our ability to expand internationally. This legislation could: (i) hinder growth in the use of the Internet generally; (ii) decrease the acceptance of the Internet as a communications, commercial and advertising medium; (iii) reduce our revenue; (iv)increase our operating expenses; or (v) expose us to significant liabilities.

The laws governing the Internet remain largely unsettled, even in areas where there has been some legislative action. While we actively monitor this changing legal and regulatory landscape to stay abreast of changes in the laws and regulations applicable to our business, we are not certain how our business might be affected by the application of existing laws governing issues such as property ownership, copyrights, encryption and other intellectual property issues, libel, obscenity and export or import matters to the Internet advertising industry. The vast majority of such laws were adopted prior to the advent of the Internet. As a result, they do not contemplate or address the unique issues of the Internet and related technologies. Changes in laws intended to address such issues could create uncertainty in the Internet market. It may take years to determine how existing laws apply to the Internet and Internet marketing. Such uncertainty makes it difficult to predict costs and could reduce demand for our services or increase the cost of doing business as a result of litigation costs or increased service delivery costs.

We may become reliant on Internet bandwidth and data center providers and other third parties for key aspects of the process of providing services to our clients, and any failure or interruption in the services and products provided by these third parties could harm our business.

We rely on third-party vendors, including data center and Internet bandwidth providers. Any disruption in the network access or co-location services provided by these third-party providers or any failure of these third-party providers to handle current or higher volumes of use could significantly harm our business. Any financial or other difficulties our providers face may have negative effects on our business, the nature and extent of which we cannot



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predict. We exercise little control over these third-party vendors, which increases our vulnerability to problems with the services they provide. We license technology and related databases from third parties to facilitate analysis and storage of data and delivery of offerings. Any errors, failures, interruptions or delays experienced in connection with these third-party technologies and services could adversely affect our business and could expose us to liabilities to third parties.

Interruption or failure of our information technology and communications systems could impair our ability to effectively deliver our services, which could cause us to lose clients and harm our operating results.

Our delivery of blockchain technology services depends on the continuing operation of our technology infrastructure and systems. Any damage to or failure of our systems could result in interruptions in our ability to deliver offerings quickly and accurately and/or process visitors’ responses emanating from our various web presences. Interruptions in our service could reduce our revenue and profits, and our reputation could be damaged if people believe our systems are unreliable. Our systems and operations are vulnerable to damage or interruption from earthquakes, terrorist attacks, floods, fires, power loss, break-ins, hardware or software failures, telecommunications failures, computer viruses or other attempts to harm our systems, and similar events.

Any constraints on the capacity of our technology infrastructure could delay the effectiveness of our operations or result in system failures, which would result in the loss of clients and harm our business and results of operations.

Our future success depends in part on the efficient performance of our software and technology infrastructure. As the numbers of websites and Internet users increase, our technology infrastructure may not be able to meet the increased demand. A sudden and unexpected increase in the volume of user responses could strain the capacity of our technology infrastructure. Any capacity constraints we experience could lead to slower response times or system failures and adversely affect the availability of websites and the level of user responses received, which could result in the loss of clients or revenue or harm to our business and results of operations.

Limitations on director and officer liability and our indemnification of our officers and directors may discourage stockholders from bringing suit against a director.

Our articles of incorporation and bylaws provide, as permitted by Nevada corporation law, that a director or officer shall not be personally liable to us or our stockholders for breach of fiduciary duty as a director or officer, except for acts or omissions which involve intentional misconduct, fraud or knowing violation of law. These provisions may discourage stockholders from bringing suit against a director for breach of fiduciary duty and may reduce the likelihood of derivative litigation brought by stockholders on our behalf against a director. In addition, our amended and restated articles of incorporation and bylaws require indemnification of directors and officers to the fullest extent permitted by Nevada law.

Our ability to maintain accurate accounts may be adversely affected by computer viruses, physical or electronic break-ins and similar disruptions.

The highly automated nature of our software platform may make it an attractive target and potentially vulnerable to computer viruses, physical or electronic break-ins and similar disruptions. If a computer hacker were able to infiltrate our software platform as implemented by any client, our clients’ users would be subject to an increased risk of fraud or borrower identity theft, and might may not receive the payments that they expect to receive. Hackers might also disrupt the accurate processing and posting of payments to accounts or cause the destruction of data and thereby undermine rights to repayment. While we have taken steps to prevent hackers from accessing our software platform, if we are unable to prevent hacker access, our ability to fulfill our obligations to our clients and to maintain our software platform would be adversely affected.

Any significant disruption in service on our website or in our computer systems could reduce the attractiveness of our product as a platform and result in a loss of clients.

If a catastrophic event resulted in a platform outage and physical data loss, our ability to perform our servicing obligations would be materially and adversely affected. The satisfactory performance, reliability and availability of our technology and our underlying network infrastructure are critical to our operations, level of customer service, reputation and ability to attract new clients and retain existing clients.





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Risks Related to Our Intellectual Property

It may be difficult and costly to protect our intellectual property rights, and we may not be able to ensure their protection.

Our ability to maintain the RocketFuel software platform, in part, upon our proprietary technology. We may not protect our proprietary technology effectively, however, which would allow competitors to duplicate our products and adversely affect our ability to compete with them. A third party may attempt to reverse engineer or otherwise obtain and use our proprietary technology without our consent. In addition, the RocketFuel software platform may infringe upon claims of third-party patents, and we may face intellectual property challenges from such other parties. We may not be successful in defending against any such challenges or in obtaining licenses to avoid or resolve any intellectual property disputes. Furthermore, our technology may become obsolete, and there is no guarantee that we will be able to successfully develop, obtain or use new technologies to adapt the seriesOne software platform to compete with other person-to-person lending platforms as they develop. If we cannot protect our proprietary technology from intellectual property challenges, or if the product becomes obsolete, our ability to maintain the product or perform our obligations to our clients, we could be adversely affected.

If we do not adequately protect our intellectual property rights, our competitive position and business may suffer.

Our ability to compete effectively depends in part upon our proprietary systems and technology. We rely on trade secret, trademark and copyright law, confidentiality agreements, technical measures and patents to protect our proprietary rights. We currently have 5 patent applications pending in the United States and no issued patents. Further, our ability to litigate should patents be issued is not certain.  Patent litigation is often very expensive and complex.  The outcome of patent litigation may be years away even where a favorable result is obtained.  Effective trade secret, copyright, trademark and patent protection may not be available in all countries where we currently operate or in which we may operate in the future. Some of our systems and technologies are not covered by any copyright, patent or patent application. We cannot guarantee that: (i) our intellectual property rights will provide competitive advantages to us; (ii) our ability to assert our intellectual property rights against potential competitors or to settle current or future disputes will not be limited by our agreements with third parties; (iii) our intellectual property rights will be enforced in jurisdictions where competition may be intense or where legal protection may be weak; (iv) any of the patents, trademarks, copyrights, trade secrets or other intellectual property rights that we presently employ in our business will not lapse or be invalidated, circumvented, challenged, or abandoned; (v) competitors will not design around our protected systems and technology; or (vi) that we will not lose the ability to assert our intellectual property rights against others.

Risks Related to Compliance and Regulation

Our clients are dependent on a favorable government regulatory environment over which we have limited control.

It is not yet known to which extent regulators will put in place regulation that is adverse to our operations.  It is possible that payment transmission regulation could interrupt some schemes which are proposed by the company.  It is not yet know what kinds of licensing schemes regulators might impose nor whether we could establish such licenses when required.  The regulatory framework for cryptocurrency is highly dynamic and quite immature at the present time and it remains impossible to determine what burdens the company will face as these become known.

As Internet commerce develops, federal and state governments may draft and propose new laws to regulate Internet commerce, which may negatively affect our business.

As Internet commerce continues to evolve, increasing regulation by federal and state governments becomes more likely. Our business could be negatively affected by the application of existing laws and regulations or the enactment of new laws applicable to social lending. The cost to comply with such laws or regulations could be significant and would increase our operating expenses, and we may be unable to pass along those costs to our members in the form of increased fees. In addition, federal and state governmental or regulatory agencies may decide to impose taxes on services provided over the Internet. These taxes could discourage the use of the Internet as a means of consumer lending, which would adversely affect the viability of the RocketFuel software platform.




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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

The following discussion and analysis should be read it in conjunction with the accompanying consolidated financial statements and the related notes filed hereafter as Exhibit 99.1. The discussion contains forward-looking statements that involve risks and uncertainties, such as statements of our future plans, objectives, expectations and intentions. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Report, particularly in “Risk Factors.”

Overview

RocketFuel was formed on January 12, 2018 for the purpose of bringing highly efficient check-out systems to eCommerce.  We are currently developing innovative check-out systems based upon blockchain technology and designed to increase speed, security, and ease of use. We believe that users of RocketFuel’s systems will enjoy a seamless check-out experience compared to current online shopping solutions. We believe that with RocketFuel’s technology, online merchants will be able to implement new impulse buying schemes that are unavailable in present day eCommerce sites. During the period from January 12, 2018 (date of inception) and through March 31, 2018, we had no significant operations.

On June 27, 2018, we consummated the Business Combination and related transactions contemplated by the Contribution Agreement. Pursuant to the Contribution Agreement, B4MC issued 17,001,312 shares of its $0.001 par value common stock to the Sellers in exchange for a 100% ownership interest in us, resulting in 22,668,416 post-merger shares of B4MC common stock issued and outstanding.

Results of Operations

From January 12, 2018 (date of inception) through March 31, 2018

Revenues

We had no revenue generating operations from January 12, 2018 (date of inception) through March 31, 2018.

General and Administrative Expenses

General and administrative expenses for period from January 12, 2018 (date of inception) through March 31, 2018 were $3,805, which was primarily composed of $3,500 in audit fees.

Other Expense

Other expense for the period from January 12, 2018 (date of inception) through March 31, 2018 was $250,000 and composed of a non-refundable commitment fee which we paid to a target company pursuant to a non-binding letter of intent to enter into a proposed merger transaction. The terms of the letter of intent provided for the non-refundable commitment fee to be used for specific payments of accounts payable and costs related to the proposed transaction. As of March 31, 2018, no merger transaction had been effected.

Liquidity and Capital Resources

As of March 31, 2018, we had cash of $300.

During the period from January 12, 2018 (date of inception) through March 31, 2018, we had net cash of $250,305 used in operating activities, which was composed of our net loss of $253,805 and offset by an increase in accrued expenses for audit fees.

During the period from January 12, 2018 (date of inception) through March 31, 2018, we had net cash of $250,605 provided by financing activities, which was composed of cash proceeds of $250,300 received from the issuance of our common stock and $305 in advances from a related party.

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 prior to the Business Combination had not yet commenced commercial operations. From January 12, 2018 (date of inception) through March 31, 2018, we reported a loss from



23



operations of $3,805 a net loss of $253,805 and negative cash flows from operating activities of $250,305. As a result, management believes that there is substantial doubt about our ability to continue as a going concern.

During the period from January 12, 2018 (inception) through March 31, 2018, management was engaged in efforts to identify and negotiate a transaction with a public company quoted on the OTC Markets having shell status where a contemplated transaction would be treated as a reverse merger. On June 27, 2018, we consummated the transactions as contemplated by the Contribution Agreement. Pursuant to the Contribution Agreement, B4MC issued 17,001,312 shares of its $0.001 par value common stock to us in exchange for a 100% ownership interest in us, resulting in 22,668,416 post-merger shares of B4MC common stock issued and outstanding. We financed our efforts to consummate this reverse merger transaction through the issuance of equity securities. We will require additional financing in order to build out our operations and execute on our business plan. However, there can be no assurances that we will be successful in raising the additional capital necessary to do so. If we are unable to obtain such financing, we may be required to delay, reduce the scope of, eliminate one or more aspects of our operations or business development activities, or cease operations altogether.

Off-Balance Sheet Arrangements

As of March 31, 2018, we did not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.




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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information known to the Company regarding beneficial ownership of our Common Stock immediately following consummation of the Business Combination on June 27, 2018.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.  In accordance with SEC rules, shares of our Common Stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the applicable table below are deemed beneficially owned by the holders of such options and warrants and are deemed outstanding for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage of ownership of any other person. Subject to community property laws, where applicable, the persons or entities named in the tables below have sole voting and investment power with respect to all shares of our Common Stock indicated as beneficially owned by them.

The business address of each person listed below, unless otherwise specified, is c/o B4MC Gold Mines, Inc., 3651 Lindell Road, Las Vegas, Nevada 89103.

Name and Address of Beneficial Owner

 

Amount and Nature of Beneficial Ownership

 

Percent of Class

Gert Funk

 


5,100,394

 

22.5%

Joseph Page

 


5,100,394

 

22.5%

Bennett J. Yankowitz

 

790,000

 

3.5%

All officers and directors as a group (three persons)

 

10,990,788

 

48.5%

Carsten Mark Jensen (1)

Rungstedvej 127

2960 Rungsted

Denmark

 

2,472,908

 

10.9%

Henrik Rouf (2)

Islands Brygge 75B, P1

2300 Copenhagen S

Denmark

 

2,925,543

 

12.9%

Henrik Oerbekker (3)

9 rue des Aubepines

L-1145 Luxembourg

 

3,454,989

 

15.2%

(1)

Includes 622,777 shares are held in the name of Ejendomsselskabet A/S af 24/6 1988, over which Mr. Jensen exercises sole voting and dispositive power, and 1,850,131 shares held by Saxton Capital Ltd., which is controlled by Mr. Jensen’s mother and over which Mr. Jensen disclaims beneficial ownership.

(2)

Includes 2,750,197 shares held by PacificWave Partners Limited, of which Mr. Rouf is Managing Director and exercises sole voting and dispositive power.

(3)

Includes 133,959 shares of common stock held in the name of PacificWave Partners Europe sarl, 3,276,030 shares of common stock held in the name of PacificWave Partners UK Ltd., and 45,000 shares of common stock held in the name of Richway Finance Ltd. Mr. Oerbekker exercises sole voting and dispositive power over all such entities.

Change of Control

As a result of the issuance of the shares of our Common Stock pursuant to the Business Combination and related transactions, a change in control occurred as of June 27, 2018. Except as described in this Report, no arrangements or understandings exist among present or former controlling shareholders with respect to the election



25



of members of our Board and, to our knowledge, no other arrangements exist that might result in a change of control.


DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Directors and Executive Officers

Below are the names of and certain information regarding our current executive officers and directors who were appointed effective as of the closing of the Business Combination and, with respect to incoming directors Joseph Page and Gert Funk, subject to Rule 14f-1 of the Exchange Act (“Rule 14f-1”):

Name

 

Age

 

Positions Held with the Registrant

Joseph Page

 

54

 

Chairman of the Board, Chief Technical Officer

Gert Funk

 

53

 

Director, Chief Executive Officer

Bennett Yankowitz

 

63

 

Director, Chief Financial Officer, Secretary

Biographies of Directors and Executive Officers

Joseph Page. Joseph Page is a computer science and blockchain technologies inventor with background in patent law and formation of start-up companies. Mr. Page has participated in the initiation and founding of several technology companies since 1989.  This work primarily includes developing intellectual property strategies for earliest stage technical companies.  Mr. Page earned his B.S. degree in Physics from San Diego State University. He is a member of the USPTO patent bar and registered to practice as a patent agent.

Gert Funk.  Gert Funk has been a serial entrepreneur since 1990 with considerable experience and specialty in banking and payments processing. He has more than 14 years as director in various companies within banking and payments. Mr. Funk has since 2005 been CEO of CNG PRO ApS in Denmark and CNG PRO SARL in Monaco. CNG PRO is a European Payment Service Provider for International eCommerce merchants especially within travel and retail. From 2005 until 2013, Mr. Funk has also been CEO of BigeFinancials A/S, a fully EMI licensed company operating under the European Payment Directive and monitored by the Danish Financial Supervisory Authority, as well as a Principal Member of MasterCard. Mr. Funk has been approved as “Fit and Proper” and “Qualified CEO and owner” by the Danish Financial Supervisory Authority. Mr. Funk is currently also President of the Monaco Blockchain Association.  Mr. Funk has received Master’s degree in economics in Denmark.  

Bennett J. Yankowitz. Mr. Yankowitz has more than 30 years of experience as a corporate attorney with leading law firms, specializing in securities, financial and merger and acquisition transactions, and has a background in financial analysis and real estate investment and development. He is of counsel to the law firm Shumaker Mallory LLP, and was previously of counsel to its predecessor firm Parker Shumaker Mills LLP. He was previously counsel to Kaye Scholer LLP and a partner of Heenan Blaikie and of Stroock & Stroock & Lavan LLP. From 2002 to 2014, he was a director of Proteus Energy Corporation, a California-based private oil and gas production and development company and was its Chief Executive Officer from 2008 to 2014. From 1997 to 2003, he was a principal of SY Development Corporation, a Los Angeles-based real estate development company. Mr. Yankowitz earned his B.A. degree in Mathematics from the University of California, Berkeley (1977), his J.D. degree from the University of Southern California (1980), where he was an editor of the  Southern California Law Review , and his LL.M. degree (First Class Honours) from the University of Cambridge (1981), where he was an Evan Lewis-Thomas Scholar at Sidney Sussex College. He is a member of the California and New York bars.

Code of Ethics

We have adopted a Code of Ethics that allows for us to establish a committee to ensure that our disclosure controls and procedures remain effective. Our Code also defines the standard of conduct expected by our officers, directors and key employees. A copy of our Code of Ethics and Business Conduct will be furnished without charge to any person upon written request. Requests should be sent to: Secretary, B4MC Gold Mines, Inc., 3651 Lindell Road, Suite D565, Las Vegas, Nevada 89103.

Audit Committee

We currently have no separate audit committee. The entire Board oversees our audits and auditing procedures.  




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Director Independence

We are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the Board be “independent” and, as a result, we are not at this time required to have our Board comprised of a majority of “Independent Directors.” As of the date of this Report, none of our directors are considered to be independent.



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EXECUTIVE COMPENSATION

This section discusses the material components of the executive compensation program for our named executive officers for the period from January 12, 2018 (date of inception) through March 31, 2018. This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs.

The following table provides information regarding the compensation awarded to, or earned by, the named executive officers for the period from January 12, 2018 (date of inception) through March 31, 2018 while with us.

Named Executive Officer

 

Period as Set Forth Above

 

Salary ($)

 

Bonus ($)

 

Stock Awards ($)

 

Option Awards ($)

 

All Other Compensation

($) (1)

 

Total

($)

Joseph Page

 

2018

 

$

-

 

$

-

 

$

-

 

$

-

 

$

-

 

$

-

Chief Technical Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gert Funk

 

2018

 

$

-

 

$

-

 

$

-

 

$

-

 

$

-

 

$

-

Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bennett Yankowitz

 

2018

 

$

-

 

$

-

 

$

-

 

$

-

 

$

-

 

$

-

Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Employment Agreements and Other Arrangements with Named Executive Officers

None. However, these executives expect to enter into employment agreements with us in the near future.

Director Compensation

None of our directors have received compensation for their services as directors.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

During the period from January 12, 2018 (date of inception) through March 31, 2018, one of our officers advanced us $305. As of March 31, 2018, we reported $305 as an advance payable to related party.




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MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is quoted on the OTC Market under the symbol “BFMC”. There is very limited trading of our common stock. The stock market in general has experienced extreme stock price fluctuations in the past few years. In some cases, these fluctuations have been unrelated to the operating performance of the affected companies. Many companies have experienced dramatic volatility in the market prices of their common stock. We believe that a number of factors, both within and outside our control, could cause the price of our common stock to fluctuate, perhaps substantially. Factors such as the following could have a significant adverse impact on the market price of our common stock:

·

Our ability to obtain additional financing and the terms thereof;

·

Our financial position and results of operations;

·

Any litigation against us;

·

Possible regulatory requirements on our business;

·

The issuance of new debt or equity securities pursuant to a future offering;

·

Changes in interest rates;

·

Competitive developments;

·

Variations and fluctuations in our operating results;

·

Change in financial estimates by securities analysts;

·

The depth and liquidity of the market for our common stock;

·

Investor perceptions of us; and

·

General economic and business conditions.

The following table sets forth the high and low bid quotations for our common stock for each of the last two fiscal years, as reported on the OTC Market. Quotations from the OTC Market reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.


 

Year Ended 2017

 

High

 

Low

4th Quarter

$

8.10

 

$

8.00

3rd Quarter

8.85

 

7.65

2nd Quarter

7.65

 

7.00

1st Quarter

7.00

 

5.00


 

Year Ended 2016

 

High

 

Low

4th Quarter

$

6.00

 

$

5.00

3rd Quarter

6.00

 

4.25

2nd Quarter

6.00

 

2.50

1st Quarter

6.75

 

6.75

Dividend Policy

Our dividend policy is determined by our Board of Directors and depends upon a number of factors, including our financial condition and performance, its cash needs and expansion plans, income tax consequences, and the



29



restrictions that applicable laws and any credit or other contractual arrangements may then impose. B4MC has not paid any cash dividends on the common stock. We do not anticipate paying a cash dividend on our common stock in the foreseeable future.

DESCRIPTION OF SECURITIES

The following description of our common stock and provisions of our articles of incorporation and our bylaws, each of which will be in effect prior to the completion of the Business Combination, are summaries and are qualified by reference to the articles of incorporation and the bylaws.

Our current authorized capital stock consists of 750,000,000 shares of common stock.

Common Stock

At any general meeting every shareholder who is present in person (or, in the case of a shareholder being a corporation, by its duly authorized representative) or by proxy will have one vote for each share held on all matters to be voted on by shareholders. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors (provided, that, holders of at least 50% of the shares so voted can remove a director with or without cause).

In the event of a liquidation or winding up of the company, our shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the Common Stock. Our shareholders have no preemptive or other subscription rights.

Dividends

Our shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of legally available funds. Our dividend policy is determined by our Board of Directors and depends upon a number of factors, including our financial condition and performance, its cash needs and expansion plans, income tax consequences, and the restrictions that applicable laws and any credit or other contractual arrangements may then impose. We have not paid any cash dividends on our common stock and at the current time we do not anticipate paying a cash dividend on our common stock in the foreseeable future. We did not declare or pay any cash dividends on our common stock during the past two fiscal years.

LEGAL PROCEEDINGS

We are not a party to any legal proceedings.

There are no proceedings in which any of our directors, officers or any of their respective affiliates, or any beneficial shareholder of more than five percent of voting securities, is an adverse party or has a material interest adverse to the above-mentioned companies’ interest.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Nevada law provides that our directors and officers will not be personally liable to us, our stockholders or our creditors for monetary damages for any act or omission of a director or officer other than in circumstances where the director or officer breaches his or her fiduciary duty to us or our stockholders and such breach involves intentional misconduct, fraud or a knowing violation of law. Nevada law allows the articles of incorporation of a corporation to provide for greater liability of the corporation’s directors and officers. Our articles of incorporation do not provide for greater liability of the company’s officers and directors than is provided under Nevada law.

Nevada law allows a corporation to indemnify officers and directors for actions pursuant to which a director or officer either would not be liable pursuant to the limitation of liability provisions of Nevada law or where he or she acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to our best interests, and, in the case of an action not by or in the right of the corporation and with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. Our articles of incorporation and bylaws provide indemnification for our directors and officers to the fullest extent permitted by Nevada law. We have entered into an indemnity agreement with our former sole director that provides for indemnification to the fullest extent permitted by law, and we intend to enter into indemnification agreements with each of our current directors that may, in some cases, be broader than the specific indemnification provisions contained under Nevada law. In addition, as permitted by Nevada law, we intend to amend our articles of incorporation to include provisions that eliminate the personal liability of our directors for monetary damages resulting from certain breaches of fiduciary



30



duties as a director. The effect of these provisions is and will be to restrict our rights and the rights of our stockholders in derivative suits to recover monetary damages against a director for breach of fiduciary duties as a director, except that a director will be personally liable for acts or omissions not in good faith or in a manner which he or she did not reasonably believe to be in or not opposed to the best interest of the corporation if, subject to certain exceptions, the act or failure to act constituted a breach of fiduciary duty and such breach involved intentional misconduct, fraud or knowing violations of law.

These provisions may be held not to be enforceable for certain violations of the federal securities laws of the United States.

We are also expressly authorized to carry directors’ and officers’ insurance to protect our directors, officers, employees and agents against certain liabilities.

The limitation of liability and indemnification provisions under Nevada law and in our articles of incorporation and bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. However, these provisions do not limit or eliminate our rights, or those of any stockholder, to seek non-monetary relief such as injunction or rescission in the event of a breach of a director’s fiduciary duties. Moreover, the provisions do not alter the liability of directors under the federal securities laws. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

Item 3.02.

Unregistered Sales of Equity Securities.

 The information contained in Item 2.01 below relating to the Purchaser Common Stock issuable pursuant to the Contribution Agreement described therein is incorporated herein by reference.

Item 5.01.

Changes in Control of Registrant

As a result of the Business Combination, B4MC experienced a change in control with RocketFuel effectively acquiring control of B4MC as a result of the transactions contemplated by the Contribution Agreement. The disclosure set forth in Item 2.01 to this Report is incorporated into this item by reference.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Business Combination, on June 27, 2018, the Company appointed Joseph Page as Chairman and Chief Technical Officer of the Company, and Gert Funk as Chief Executive Officer of the Company.  In addition, as a result of the Business Combination, on June 27, 2018, Mr. Yankowitz resigned from his position as President of B4MC and has been appointed as the Chief Financial Officer of the Company.  Mr. Yankowitz is retaining his position as Treasurer and Secretary and as a director of the Company.

The Company’s board of directors also appointed Joseph Page and Gert Funk as directors of the Company, which appointments shall take effect in accordance with Rule 14f-1. For a biographical summary of each of the incoming officers and directors, see “Item 2.01 – Directors, Executive Officers, Promoters and Control Persons – Biographies of Directors and Executive Officers.”

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 27, 2018, the Board adopted the Amended and Restated Bylaws of the Company (the “ Amended Bylaws ”). The Amended Bylaws became effective on June 27, 2018. The purpose of the amendment was primarily to update the Company’s name and to amend and restate section 3.02 of the bylaws as follows:

“3.02. Number, Tenure, and Qualifications . The business and affairs of the Corporation shall be managed by a board of not less than one (1). The board of Directors shall have the power to fix or change the number of directors by the affirmative vote of a majority of the current Directors. Directors need not be shareholders of the Corporation or residents of the State of Nevada and shall be elected at the annual meeting of shareholders or some adjournment thereof. Directors shall hold office until the next succeeding annual meeting of shareholders and until their successors shall have been elected and shall qualify, or until their earlier death, resignation or removal.”



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The foregoing does not intend to be a complete description of the Amended Bylaws and is qualified in its entirety by referral to the complete text. A complete copy of the Amended Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

Item 5.06.

Change in Shell Company Status

The information in Items 1.01 and 2.01 above are incorporated herein by reference. Following the transactions described above, the Company is no longer considered a shell company, as that term is defined in Rule 12b-2 under the Exchange Act.

Item 8.01. Other Events.

On June 28, 2018, the Company issued a press release announcing the closing of the Business Combination. This press release is attached as Exhibit 99.3 hereto and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits

The following are filed as part of this Form 10-K:

(a)

Financial Statements of Business Acquired

In accordance with Item 9.01(a), the Company’s audited financial statements for the period from January 12, 2018 through March 31, 2018 are filed as Exhibit 99.2 hereto.

(b)

Pro Forma Financial Information

In accordance with Item 9.01(b), unaudited pro forma condensed combined financial statements as of March 31, 2018, and the accompanying notes, are filed as Exhibit 99.3 hereto.

(d)

Exhibits

Exhibit No.

 

Description

2.1

 

Contribution Agreement, dated June 27, 2018, by and among the Company, RocketFuel Blockchain Company, Joseph Page, Gert Funk, PacificWave Partners Limited, PacificWave Partners UK Ltd. and Saxton Capital Ltd.

3.1

 

Amended and Restated Bylaws

99.1

 

Audited financial statements of RocketFuel Blockchain Company for the period from January 12, 2018 (date of inception) through March 31, 2018.

99.2

 

Unaudited pro forma condensed combined financial statements of B4MC Gold Mines, Inc. and RocketFuel Blockchain Company as of March 31, 2018 and the period from January 12, 2018 (date of inception) through March 31, 2018.

99.3

 

Press Release, dated June 28, 2018, announcing the closing of the Business Combination.

*

 

Filed herewith.

 

 

 




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SIGNATURES

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




Dated: June 29, 2018

B4MC Gold Mines, Inc.

 

By:

/s/ Gert Funk

 

 

Gert Funk

Chief Executive Officer








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Execution Version


EXHIBIT 2.1





CONTRIBUTION AGREEMENT

by and among

B4MC Gold Mines, Inc.
as the Purchaser,

Rocketfuel Blockchain Company
as the Company,

and

Gert Funk, Joseph Page, PacificWave Partners Limited, PacificWave Partners UK Ltd. and
Saxton Capital Ltd.

as the Sellers


Dated as of June 27, 2018




i




CONTRIBUTION AGREEMENT

This Contribution Agreement (this “ Agreement ”) is made and entered into as of June 27, 2018 by and among (i) B4MC Gold Mines, Inc., a Nevada corporation (the “ Purchaser ”), (ii) Rocketfuel Blockchain Company, a Nevada corporation (the “ Company ”), and Gert Funk (“ Funk ”), Joseph Page (“ Page ”), PacificWave Partners Limited (“ PWP ”), PacificWave Partners UK Ltd. (“ PWPUK ”) and Saxton Capital Ltd (“ Saxton ”).  Funk, Page, PWP, PWPUK and Saxton are collectively referred to herein as the “ Sellers ”, individually each a “ Seller ”). The Purchaser, Company and the Sellers are sometimes referred to herein individually as a “ Party ” and, collectively, as the “ Parties ”.

RECITALS:

A.

The Sellers are the owners of all of the issued and outstanding shares of common stock of the Company (the “ Company Interests ”) and desire to transfer one hundred percent (100%) of such shares of common stock of the Company (“ Contributed Securities ”) for shares of Purchaser Common Stock as described herein.

B.

The Purchaser is authorized to issue seven hundred fifty million (750,000,000) shares of its Common Stock, and as of the date hereof, 5,667,104 shares of that Purchaser Common Stock are issued and outstanding. The Purchaser desires to exchange at the Closing, seventeen million one thousand three hundred twelve (17,001,312) Purchaser Common Stock (the “ Contribution Consideration ”) representing seventy-five percent (75%) of the total outstanding Purchaser Common Stock, on a fully diluted basis, after the issuance of the Contribution Consideration, for the Contributed Securities.

C.

The Parties intend that the Contribution will qualify as a tax-free “reorganization” within the meaning of Section 351 of the Code (as defined herein).

D.

Certain capitalized terms used herein are defined in Article XII hereof.

NOW, THEREFORE , in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and the representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby, the Parties hereto agree as follows:

ARTICLE I
CONTRIBUTION

1.1

Contribution . Effective as of the Closing Date, (i) the Sellers each hereby contribute, transfer, assign and convey to the Purchaser all right, title and interest in and to all of the Contributed Securities , together with any and all rights, privileges, benefits, obligations and liabilities appertaining thereto, reserving unto such Seller no rights or interests therein whatsoever, and (ii) the Purchaser hereby accepts the contribution of the Contributed Securities , and in consideration for such contribution the Sellers collectively shall be entitled to receive from the Purchaser the Contribution Consideration with each Seller receiving for their respective percentage of Contributed Securities that same percentage of the Contribution Consideration (the “ Contribution ”).

1.2

Tax Treatment . For federal income tax purposes, the Contribution is intended to constitute a tax-free reorganization within the meaning of Section 351, as mutually agreed to by the Parties.




Execution Version


ARTICLE II
CLOSING

2.1

Closing . Subject to and conditional upon the satisfaction or waiver of the Closing Conditions the consummation of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Ellenoff Grossman & Schole, LLP (“ EGS ”), 1345 Avenue of the Americas, New York, NY 10105, on the second (2 nd ) Business Day after all the Closing conditions to this Agreement have been satisfied or waived at 10:00 a.m. local time, or at such other date, time or place as the Purchaser and the Company may agree (the date and time at which the Closing is actually held being the “ Closing Date ”). The parties need not be physically present at the Closing and may participate telephonically.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Except as set forth in the disclosure schedules delivered by the Purchaser to the Company on the date hereof (the “ Purchaser Disclosure Schedules ”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer the Purchaser represents and warrants to the Company, as of the date hereof and as of the Closing, as follows:

3.1

Organization and Standing . The Purchaser is a corporation duly incorporated, validly existing and in good standing under the state of Nevada. The Purchaser has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted.  The Purchaser is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary.  The Purchaser has heretofore made available to the Company accurate and complete copies of the Organizational Documents of the Purchaser, as currently in effect.  The Purchaser is not in violation of any provision of its Organizational Documents.

3.2

Authorization; Binding Agreement .  The Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform the Purchaser’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.  The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of the Purchaser, and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of the Purchaser are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby.  This Agreement has been, and each Ancillary Document to which the Purchaser is a party shall be when delivered, duly and validly executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “ Enforceability Exceptions ”).



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3.3

Governmental Approvals . No Consent of or with any Governmental Authority, on the part of the Purchaser is required to be obtained or made in connection with the execution, delivery or performance by the Purchaser of this Agreement and each Ancillary Document to which it is a party or the consummation by the Purchaser of the transactions contemplated hereby and thereby, other than (a) such filings as contemplated by this Agreement, (b) any filings required with FINRA or the SEC with respect to the transactions contemplated by this Agreement, (c) applicable requirements, if any, of the Securities Act, the Exchange Act, and/ or any state “blue sky” securities Laws, and the rules and regulations thereunder, and (d) where the failure to obtain or make such Consents or to make such filings or notifications, would not reasonably be expected to have a Material Adverse Effect on the Purchaser.

3.4

Non-Contravention . The execution and delivery by the Purchaser of this Agreement and each Ancillary Document to which it is a party, the consummation by the Purchaser of the transactions contemplated hereby and thereby, and compliance by the Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Purchaser’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 3.3 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon any of the properties or assets of the Purchaser under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any Purchaser Material Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on the Purchaser.

3.5

Capitalization

(a)

The Purchaser is authorized to issue 750,000,000 shares of Purchaser Common Stock.  The issued and outstanding shares of Purchaser Common Stock as of the date of this Agreement are set forth on Schedule 3.5(a) .  All outstanding Purchaser Common Stock are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision under Chapter 78 of the Nevada Revised Statutes, as then applicable, the Purchaser Charter or any Contract to which the Purchaser is a party.  None of the outstanding Purchaser Common Stock has been issued in violation of any applicable securities Laws.

(b)

There are no (i) outstanding options, warrants, puts, calls, convertible securities, preemptive or similar rights, (ii) bonds, debentures, notes or other Indebtedness having general voting rights or that are convertible or exchangeable into securities having such rights or (iii) subscriptions or other rights, agreements, arrangements, Contracts or commitments of any character (other than this Agreement and the Ancillary Documents), (A) relating to the issued or unissued shares of the Purchaser or (B) obligating the Purchaser to issue, transfer, deliver or sell or cause to be issued, transferred, delivered, sold or repurchased any options or shares or securities convertible into or exchangeable for such shares, or (C) obligating the Purchaser to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment for such capital shares.  There are no outstanding obligations of the Purchaser to repurchase, redeem or otherwise acquire any shares of the



4



Purchaser or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Person.   There are no shareholders agreements, voting trusts or other agreements or understandings to which the Purchaser is a party with respect to the voting of any shares of the Purchaser.

3.6

Indebtedness . Except as otherwise set forth in the balance sheet of the Purchaser, dated March 31, 2018 (the “ Closing Date Balance Sheet ”), immediately prior to the Closing, the Purchaser will not have any Indebtedness except for certain accounts payable and accrued expenses not to exceed $10,000 in the aggregate.

3.7

SEC Filings and Purchaser Financials

(a)

The Purchaser, since May 12, 2015, has filed all forms, reports, schedules, statements, registration statements, prospectuses and other documents required to be filed or furnished by the Purchaser with the SEC under the Securities Act and/or the Exchange Act, together with any amendments, restatements or supplements thereto, and will file all such forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this Agreement (the “ SEC Reports ”).  The SEC Reports (x) were prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder and (y) did not, as of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and at the time they were filed with the SEC (in the case of all other SEC Reports) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.  

(b)

The financial statements and notes contained or incorporated by reference in the SEC Reports (the “ Purchaser Financials ”), fairly present in all material respects the financial position and the results of operations, changes in shareholders’ equity, and cash flows of the Purchaser at the respective dates of and for the periods referred to in such financial statements, all in accordance with (i) GAAP methodologies applied on a consistent basis throughout the periods involved and (ii) Regulation S-X or Regulation S-K, as applicable (except as may be indicated in the notes thereto and for the omission of notes and audit adjustments in the case of unaudited quarterly financial statements to the extent permitted by Regulation S-X or Regulation S-K, as applicable).

(c)

Except as and to the extent reflected or reserved against in the Purchaser Financials, the Purchaser has not incurred any Liabilities or obligations of the type required to be reflected on a balance sheet in accordance with GAAP that is not adequately reflected or reserved on or provided for in the Purchaser Financials, other than Liabilities of the type required to be reflected on a balance sheet in accordance with GAAP that have been incurred since the Purchaser’s formation in the ordinary course of business.

3.8

Shell Company . The Purchaser is a shell company and except as otherwise shown on the Closing Date Balance Sheet, has (a) no assets or liabilities as of the Closing Date, (b) other than as described on Schedule 3.8, since May 12, 2015, conducted no business other than the public offering of its securities (and the related private offerings), public reporting and related activities.

3.9

Compliance with Laws . The Purchaser is, and has since May 12, 2015, been, in compliance with all Laws applicable to it and the conduct of its business except for such noncompliance which would not reasonably be expected to have a Material Adverse Effect on the Purchaser, and the Purchaser has not received since May 12, 2015, written notice alleging any violation of applicable Law in any material respect by the Purchaser.



5



3.10

Actions; Orders; Permits . There is no pending or, to the Knowledge of the Purchaser, threatened material Action to which the Purchaser is subject which would reasonably be expected to have a Material Adverse Effect on the Purchaser.  There is no material Action that the Purchaser has pending against any other Person.  The Purchaser is not subject to any material Orders of any Governmental Authority, nor are any such Orders pending.  The Purchaser holds all material Permits necessary to lawfully conduct its business as presently conducted, and to own, lease and operate its assets and properties, all of which are in full force and effect, except where the failure to hold such Consent or for such Consent to be in full force and effect would not reasonably be expected to have a Material Adverse Effect on the Purchaser.

3.11

Taxes and Returns .

(a)

The Purchaser has or will have timely filed, or caused to be timely filed, all material Tax Returns required to be filed by it for the tax years 2015 and later, which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP.  There are no audits, examinations, investigations or other proceedings pending against the Purchaser in respect of any Tax, and the Purchaser has not been notified in writing of any proposed Tax claims or assessments against the Purchaser (other than, in each case, claims or assessments for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP or are immaterial in amount).  There are no Liens with respect to any Taxes upon any of the Purchaser’s assets, other than Permitted Liens.  The Purchaser has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes.  There are no outstanding requests by the Purchaser for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return.

(b)

Since May 12, 2015, the Purchaser has not (i) changed any Tax accounting methods, policies or procedures except as required by a change in Law, (ii) made, revoked, or amended any material Tax election, (iii) filed any amended Tax Returns or claim for refund or (iv) entered into any closing agreement affecting or otherwise settled or compromised any material Tax Liability or refund.

3.12

Employees and Employee Benefit Plans .  The Purchaser does not (a) have any paid employees or (b) maintain, sponsor, contribute to or otherwise have any Liability under, any Benefit Plans.

3.13

Properties . The Purchaser does not own, license or otherwise have any right, title or interest in any material Intellectual Property.   The Purchaser does not own or lease any material real property or Personal Property.

3.14

Material Contracts . Except as set forth on Schedule 3.14 , other than this Agreement and the Ancillary Documents, there are no Contracts to which the Purchaser is a party or by which any of its  properties or assets may be bound, subject or affected, which (i) creates or imposes a Liability greater than $1,000, (ii) may not be cancelled by the Purchaser on less than sixty (60) days’ prior notice without payment of a material penalty or termination fee or (iii) prohibits, prevents, restricts or impairs in any material respect any business practice of the Purchaser as its business is currently conducted, any acquisition of material property by the Purchaser, or restricts in any material respect the ability of the Purchaser from engaging in business as currently conducted by it or from competing with any other Person (each, a “ Purchaser Material Contract ”).  All Purchaser Material Contracts have been filed as exhibits to the SEC Reports.



6



3.15

Transactions with Affiliates .  Except as set forth on Schedule 3.15, there are no contracts or arrangements that are in existence as of the date of this Agreement under which there are any existing or future Liabilities or obligations between the Purchaser and any (a) present or former director, officer or employee or Affiliate of the Purchaser, or any immediate family member of any of the foregoing, or (b) record or beneficial owner of more than five percent (5%) of the Purchaser’s outstanding capital stock as of the date hereof.

3.16

Finders and Brokers . Except as set forth on Schedule 3.16, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from the Purchaser, the Company or any of their respective Affiliates in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Purchaser.

3.17

Ownership of Contribution Consideration .  All shares of Purchaser Common Stock to be issued and delivered to the Sellers as Contribution Consideration in accordance with Article I shall be, upon issuance and delivery of such Purchaser Common Stock, fully paid and non-assessable, free and clear of all Liens, other than restrictions arising from applicable securities Laws and any Liens incurred by the Company or any Seller, and the issuance and sale of such Purchaser Common Stock pursuant hereto will not be subject to or give rise to any preemptive rights or rights of first refusal.

3.18

Independent Investigation . The Purchaser has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of the Company, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Company for such purpose.  The Purchaser acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company set forth in Article IV (including the related portions of the Company Disclosure Schedules); and (b) none of the Company nor its respective Representatives have made any representation or warranty as to the Company, or this Agreement, except as expressly set forth in Article IV (including the related portions of the Company Disclosure Schedules).

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the disclosure schedules delivered by the Company to the Purchaser on the date hereof (the “ Company Disclosure Schedules ”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, the Company hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing, as follows:

4.1

Organization and Standing . The Company is a Nevada corporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted.  The Company has heretofore made available to the Purchaser accurate and complete copies of the Organizational Documents of the Company, as currently in effect.  The Company is not in violation of any provision of its Organizational Documents.

4.2

Authorization; Binding Agreement . The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is a party shall be when delivered, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and such



7



Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the Company, enforceable against the Purchaser in accordance with its terms, except to the extent that enforceability thereof may be limited by the Enforceability Exceptions.

4.3

Subsidiaries . The Company does not own, of record or beneficially, or control any direct or indirect equity or other interest, or any right (contingent or otherwise) to acquire the same, in any corporation, partnership, limited liability company, joint venture, association or other entity.

4.4

Governmental Approvals . No Consent of or with any Governmental Authority on the part of the Company is required to be obtained or made in connection with the execution, delivery or performance by the Company of this Agreement or any Ancillary Documents or the consummation by the Company of the transactions contemplated hereby or thereby other than such filings as are expressly contemplated by this Agreement and (b) pursuant to Antitrust Laws.

4.5

Non-Contravention . The execution and delivery by the Company of this Agreement and each Ancillary Document to which the Company is a party or otherwise bound, and the consummation by the Company of the transactions contemplated hereby and thereby and compliance by the Company with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.4 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Company or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon any of the properties or assets of the Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any material contract of the Company.

4.6

Financial Statements . As used herein, the term “ Company Financials ” means the (i) audited financial statements of the Company (including, in each case, any related notes thereto), consisting of the audited balance sheets of the Company as of March 31, 2018, and the related audited income statements, changes in stockholder equity and statements of cash flows for the period from inception to March 31, 2018, each audited in accordance with GAAP standards by a PCAOB qualified auditor (the “ Audited Company Financials ”), (ii) pro forma financial information for the Company after the Contribution, (iii) if the Closing occurs prior to August 14, 2018 but the Super 8-K (as defined in Section 6.6(b) herein) is filed after August 14, 2018, the unaudited financial statements, consisting of the balance sheet of the Company as of June 30, 2018, and (iv) if the Closing occurs after August 14, 2018, the unaudited financial statements, consisting of the balance sheet of the Company for the applicable fiscal quarters as may be required for the SEC filing. True and correct copies of the Company Financials have been provided to the Purchaser.  The Company Financials (i) accurately reflect the books and records of the Company as of the times and for the periods referred to therein, (ii) were prepared in accordance with GAAP, consistently applied throughout and among the periods involved (except that the unaudited statements exclude the footnote disclosures and other presentation items required for GAAP and exclude year-end adjustments which will not be material in amount), and (iii) fairly present in all material respects the financial position of the Company as of the respective dates thereof and the results



8



of the operations and cash flows of the Company for the periods indicated.  The Company has never been subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

4.7

Absence of Certain Changes . Since January 12, 2018 (date of inception), the Company has (a) conducted its business only in the ordinary course of business consistent with past practice, (b) not been subject to a Material Adverse Effect and (c) has not taken any action or committed or agreed to take any action that would be prohibited by Section 6.2(b) if such action were taken on or after the date hereof without the consent of the Purchaser.

4.8

Compliance with Laws . The Company has not nor has been in material conflict or material non-compliance with, or in material default or violation of, nor has the Company received, since January 12, 2018 (date of inception), any written or, to the Knowledge of the Company, oral notice of any material conflict or non-compliance with, or material default or violation of, any applicable Laws by which it or any of its properties, assets, employees, business or operations are or were bound or affected.

4.9

Litigation . There is no (a) Action of any nature pending or, to the Company’s Knowledge, threatened, nor is there any reasonable basis for any Action to be made (and no such Action has been brought or, to the Company’s Knowledge, threatened); or (b) Order pending now or rendered by a Governmental Authority, in either case of (a) or (b) by or against the Company, its members, its business, equity securities or assets.  

4.10

Material Contracts . The Company has not received notice of breach on any material contract.

4.11

Taxes and Returns . The Company has or will have timely filed, or caused to be timely filed, all federal, state and local Tax Returns required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects. The Company has complied with all applicable Laws relating to Tax.

4.12

Title to and Sufficiency of Assets . The Company has good and marketable title to, or a valid leasehold interest in or right to use, all of its assets, free and clear of all Liens other than (a) Permitted Liens, (b) the rights of lessors under leasehold interests, and (c) Liens specifically identified on the Interim Balance Sheet.  The assets (including contractual rights) of the Company constitute all of the assets, rights and properties that are used in the operation of the businesses of the Company as it is now conducted and presently proposed to be conducted or that are used or held by the Company for use in the operation of the businesses of the Company, and taken together, are adequate and sufficient for the operation of the businesses of the Company as currently conducted and as presently proposed to be conducted.

4.13

No Brokers .  The Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions or charges or any similar charges in connection with this Agreement or any transactions contemplated hereby.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Except as set forth in the disclosure schedules delivered by the Sellers to the Purchaser on the date hereof (the “Seller Disclosure Schedules”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, each of the Sellers, severally, hereby represents and warrants to the Purchaser as of the date hereof and as of the Closing, as follows:



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5.1

Authority, Etc . Each of the Sellers has the requisite power and authority to enter into this Agreement and to carry out such Seller's obligations hereunder. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by each Seller, and (b) no other joint venture proceedings, other than as set forth elsewhere in the Agreement, on the part of such Seller are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby.  This Agreement has been, and each Ancillary Document to which such Seller is a party shall be when delivered, duly and validly executed and delivered by such Seller and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of such Seller, enforceable against the Purchaser in accordance with its terms, except to the extent that enforceability thereof may be limited by the Enforceability Exceptions.



5.2

Title to Properties, Liens and Encumbrances . Each of the Sellers have good title to each of their Contributed Securities of the Company, free and clear free of all claims, liens, security interests and other rights and encumbrances, and as a group the Sellers are owners of all the Company Interests.


5.3

Reliance .  This Agreement is made with the Sellers in reliance upon each Seller’s representation to the Purchaser, which by such Seller’s execution of this Agreement, such Seller hereby confirms, that the shares of the Purchaser’s Common stock constituting the Contribution Consideration to be acquired by such Seller (the “ Securities ”) will be acquired for investment for such Seller’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Seller has no present intention of selling, granting any participation in, or otherwise distributing the same.  By executing this Agreement, each Seller further represents that such Seller does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Securities.  The Purchaser has not been formed for the specific purpose of acquiring the Securities.


5.4

Investment Representations . Each Seller understands that the shares of Purchaser Common Stock have not been registered under the Securities Act, or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or unless an exemption from such registration is available. Each Seller understands that the Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available.  Each Seller acknowledges that the Purchaser has no obligation to register or qualify the Securities for resale.  Each Seller further acknowledges that (a) there is no assurance that any exemption from registration or qualification will be available, and (b) if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Purchaser which are outside of such Seller’s control (including without limitation any current public information requirements of Rule 144 promulgated under the Securities Act or any similar or successor rule or regulation), and which the Purchaser is under no obligation and may not be able to satisfy, and therefore that there is no assurance that any such exemption will allow such Seller to dispose of, or otherwise transfer, all or any portion of the Securities.


5.5

Legends .  Each Seller understands that the Securities and any securities issued in respect of or exchange for the Securities, may bear one or all of the following legends:




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(a)

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.  NO SALE, TRANSFER, ASSIGNMENT, PLEDGE OR HYPOTHOCATION OF SUCH SECURITIES MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT, PLEDGE OR HYPOTHOCATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE SECURITIES ACT OF 1933, AS AMENDED.”


(b)

Any legend required by the securities laws of any state to the extent such laws are applicable to the Securities represented by the certificate so legended.


5.6

Accredited Investor .  Each Seller is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.


5.7

Risks .  Each Seller is aware that the Securities are highly speculative and that there can be no assurance as to what return, if any, there may be.  Each Seller is aware that the Purchaser may issue additional securities in the future which could result in the dilution of such Seller’s ownership interest in the Purchaser.  


ARTICLE VI
COVENANTS

6.1

Access and Information The Purchaser shall give, and shall direct its Representatives to give, the Company and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Purchaser or its Subsidiaries, as the Company or its Representatives may reasonably request regarding the Purchaser, its Subsidiaries and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and to reasonably cooperate with the Company and its Representatives in their investigation; provided, however, that the Company and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Purchaser or any of its Subsidiaries.

6.2

No Solicitation .

(a)

For purposes of this Agreement, (i) an “ Acquisition Proposal ” means any inquiry, proposal or offer, or any indication of interest in making an offer or proposal, from any Person or group at any time relating to an Alternative Transaction, and (ii) an “ Alternative Transaction ” means (A) with respect to the Company and its Affiliates, a transaction (other than the transactions contemplated by this Agreement) concerning the sale of (x) all or any material part of the business or assets of the Company (other than in the ordinary course of business consistent with past practice) or (y) any of the shares or other equity interests or profits of the Company, in any case, whether such transaction takes the



11



form of a sale of shares or other equity, assets, merger, consolidation, issuance of debt securities, management Contract, joint venture or partnership, or otherwise and (B) with respect to the Purchaser and its Affiliates, a transaction (other than the transactions contemplated by this Agreement) concerning a Business Combination.

(b)

In order to induce the other Parties to continue to commit to expend management time and financial resources in furtherance of the transactions contemplated hereby, each Party shall not, and shall cause its Representatives to not, without the prior written consent of the Company and the Purchaser, directly or indirectly, (i) solicit, assist, initiate or facilitate the making, submission or announcement of, or intentionally encourage, any Acquisition Proposal, (ii) furnish any non-public information regarding such Party or its Affiliates or their respective businesses, operations, assets, Liabilities, financial condition, prospects or employees to any Person or group (other than a Party to this Agreement or their respective Representatives) in connection with or in response to an Acquisition Proposal, (iii) engage or participate in discussions or negotiations with any Person or group with respect to, or that could be expected to lead to, an Acquisition Proposal, (iv) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Acquisition Proposal, (v) negotiate or enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Acquisition Proposal, or (vi) release any third Person from, or waive any provision of, any confidentiality agreement to which such Party is a party.

(c)

Each Party shall notify the others as promptly as practicable (and in any event within 48 hours) orally and in writing of the receipt by such Party or any of its Representatives of (i) any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations regarding or constituting any Acquisition Proposal or any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations that could be expected to result in an Acquisition Proposal, and (ii) any request for non-public information relating to such Party or its Affiliates, specifying in each case, the material terms and conditions thereof (including a copy thereof if in writing or a written summary thereof if oral) and the identity of the party making such inquiry, proposal, offer or request for information.  Each Party shall keep the others promptly informed of the status of any such inquiries, proposals, offers or requests for information.  Each Party shall, and shall cause its Representatives to, immediately cease and cause to be terminated any solicitations, discussions or negotiations with any Person with respect to any Acquisition Proposal and shall, and shall direct its Representatives to, cease and terminate any such solicitations, discussions or negotiations.

6.3

Notification of Certain Matters . Each of the Parties shall give prompt notice to the other Parties if such Party or its Affiliates:  (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions to set forth in Article VIII not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates with respect to the consummation of the transactions contemplated by this Agreement.  No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding



12



whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

6.4

Tax Matters . For federal income tax purposes, the Contribution is intended to constitute a “reorganization” within the meaning of Section 351 of the Code, as mutually agreed to by the Parties. None of the Parties shall (and each of the Parties shall cause their respective Subsidiaries not to) take any action, or fail to take any action, that could reasonably be expected to cause the Contribution to fail to qualify as a “reorganization” within the meaning of Section 351 of the Code. The Parties intend to report and, except to the extent otherwise required by Law, shall report, for federal income tax purposes, the Contribution as a “reorganization” within the meaning of Section 351 of the Code.

6.5

Further Assurances .  The Parties hereto shall further cooperate with each other and use their respective commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on their part under this Agreement and applicable Laws to consummate the transactions contemplated by this Agreement as soon as reasonably practicable, including preparing and filing as soon as practicable all documentation to effect all necessary notices, reports and other filings.

6.6

Public Announcements and Filings .

(a)

The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “ Signing Press Release ”).

(b)

Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “ Super 8-K ”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Super 8-K in any event no later than the third (3rd) Business Day after the execution of this Agreement).

(c)

The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “ Closing Press Release ”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “ Closing Filing ”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing.

(d)

The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within ten (10) days thereafter), file a current report on Form 8-K reporting a change in control of the Company and a Rule 14f-1 Information Statement (the “ 14f Filing ”). In addition, those directors and officers or other insiders or Affiliates who will no longer have such status as a result of this Agreement and the contemplated transactions, shall file final Form 4’s with the SEC within two (2) days following the effective date of the 14f Filing as to all current directors.

(e)

The Parties shall mutually agree upon and, as promptly as practicable after the Closing Date, file an information statement on a Schedule 14C with the SEC reporting a name change and mail such Schedule 14C to the shareholders of the Purchaser (the “ Schedule 14C ”).



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(f)

In connection with the preparation of the Signing Press Release, the Super 8-K, the Closing Filing, the Closing Press Release, the 14f Filing, the Schedule 14C or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective managers, members, directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

(g)

Purchaser shall be solely responsible for the costs and expenses relating to the Signing Press Release, the Super 8-K, the Closing Press Release, the Closing Filing, the 14f Filing, the Schedule 14C and related documents, instruments or filings. Purchaser shall be responsible for any Form 10-K filing, and any related documents, instruments or filings due to be filed with the SEC on or before the Closing Date.

6.7

Confidential Information . The Parties hereby agree that in the event this Agreement is terminated in accordance with Section 9.1, for a period of two (2) years after such termination, they shall, and shall cause their Representatives to: (i) treat and hold in strict confidence any Confidential Information, and will not use for any purpose (except in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents, performing their obligations hereunder or thereunder, enforcing their rights hereunder or thereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Confidential Information without the other Party’s prior written consent; and (ii) in the event that either Party or its Affiliates or Representatives, in the event this Agreement is terminated in accordance with Section 9.1, for a period of two (2) years after such termination, becomes legally compelled to disclose any Confidential Information, (A) provide the other Party with prompt written notice of such requirement so that that Party or an Affiliate thereof may seek a protective Order or other remedy or waive compliance with this Section 6.7 , and (B) in the event that such protective Order or other remedy is not obtained, or the relevant Party waives compliance with this Section 6.7 , furnish only that portion of such Confidential Information which is legally required to be provided as advised in writing by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information.  In the event that this Agreement is terminated and the transactions contemplated hereby are not consummated, the Parties shall, and shall cause their Affiliates and Representatives to, promptly deliver to the other Party any and all copies (in whatever form or medium) of Confidential Information and destroy all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon.

ARTICLE VII
SURVIVAL AND INDEMNIFICATION

7.1

Survival .

(a)

All representations and warranties of the Purchaser contained in this Agreement (including all schedules and exhibits hereto and all certificates, documents, instruments and undertakings furnished pursuant to this Agreement) shall survive the Closing through and until and including June 27, 2020.  All covenants, obligations and agreements of the Purchaser contained in this Agreement (including all schedules and exhibits hereto and all certificates, documents, instruments and undertakings furnished by the Purchaser pursuant to this Agreement), including any indemnification obligations, shall survive the Closing and continue until fully performed in accordance with their terms.



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(b)

The representations and warranties of the Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of Company pursuant to this Agreement shall not survive the Closing, and from and after the Closing, the Company shall not have any further obligations, nor shall any claim be asserted or action be brought against the Purchaser. The covenants and agreements made by the Company in this Agreement or in any certificate or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such covenants or agreements, shall not survive the Closing, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Closing (which such covenants shall survive the Closing and continue until fully performed in accordance with their terms).

ARTICLE VIII
CLOSING CONDITIONS

8.1

Conditions to Obligations of the Company .  The obligations of the Company to consummate the Contribution and the other transactions contemplated by this Agreement are subject to the satisfaction or written waiver (by the Company) of the following conditions:

(a)

Representations and Warranties .  All of the representations and warranties of the Purchaser set forth in this Agreement and in any certificate delivered by the Purchaser pursuant hereto shall be true and correct on and as of the date of this Agreement and on and as of the Closing Date as if made on the Closing Date, except for (i) those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been accurate as of such date), and (ii) any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect), individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect to, the Purchaser.

(b)

Agreements and Covenants .  The Purchaser shall have performed in all material respects all of the Purchaser’s obligations and complied in all material respects with all of the Purchaser’s agreements and covenants under this Agreement to be performed or complied with by it on or prior to the Closing Date.

(c)

No Material Adverse Effect .  No Material Adverse Effect shall have occurred with respect to the Purchaser since the date of this Agreement which is continuing and uncured.

(d)

Closing Deliveries.

(I)

OFFICER CERTIFICATE .  The Purchaser shall have delivered to the Company a certificate, dated the Closing Date, signed by an executive officer of the Purchaser in such capacity, certifying as to the satisfaction of the conditions specified in Sections 8.1(a), 8.1(b) and 8.1(c).

(II)

SECRETARY CERTIFICATE .  The Purchaser shall have delivered to the Company a certificate from its secretary or other executive officer certifying as to, and attaching, (A) copies of the Purchaser’s Organizational Documents as in effect as of the Closing Date (immediately prior to giving effect to the Conversion), (B) the resolutions of the Purchaser’s board of directors authorizing the execution, delivery and performance of this Agreement and each of the Ancillary Documents to which it is a party or by which it is bound, and the consummation of the transactions contemplated hereby and thereby, and (C) the incumbency of officers authorized to execute this Agreement or any Ancillary Document to which the Purchaser is or is required to be a party or otherwise bound.



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(III)

GOOD STANDING .  The Purchaser shall have delivered to the Company a good standing certificate (or similar documents applicable for such jurisdictions) for the Purchaser certified as of a date no later than thirty (30) days prior to the Closing Date from the proper Governmental Authority of the Purchaser’s jurisdiction of organization and from each other jurisdiction in which the Purchaser is qualified to do business as a foreign entity as of the Closing, in each case to the extent that good standing certificates or similar documents are generally available in such jurisdictions.

(IV)

RESIGNATIONS AND ELECTIONS. The Purchaser shall have obtained and deliver to the Company at or prior to the Closing the resignation of each officer of the Purchaser and the board resolutions of the Purchaser appointing, effective at Closing, Joe Page as Chief Technical Officer and Chairman, Gert Funk as Chief Executive Officer and Bennett Yankowitz as Chief Financial Officer, and the elections (subject to requirements of Rule 14f-1 of the Exchange Act) of Joe Page and Gert Funk as additional directors of the Purchaser .  

8.2

Conditions to Obligations of the Purchaser .  The obligations of the Purchaser to consummate the Contribution and the other transactions contemplated by this Agreement are subject to the satisfaction or written waiver (by the Purchaser) of the following conditions:

(a)

Representations and Warranties .  All of the representations and warranties of the Company set forth in this Agreement and in any certificate delivered by the Company, shall be true and correct on and as of the date of this Agreement and on and as of the Closing Date as if made on the Closing Date, except for (i) those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been accurate as of such date), and (ii) any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect), individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect to, the Company.  


(b)

Agreements and Covenants .  The Company shall have performed in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants under this Agreement to be performed or complied with by it on or prior to the Closing Date.


(c)

No Material Adverse Effect .  No Material Adverse Effect shall have occurred with respect to the Company since the date of this Agreement which is continuing and uncured.


(d)

Closing Deliveries.  


(I)

OFFICER CERTIFICATE .  The Purchaser shall have received a certificate from the Company, dated as the Closing Date, signed by an executive officer of the Company in such capacity, certifying as to the satisfaction of the conditions specified in Sections 8.2(a) , 8.2(b) and 8.2(c) .

(II)

SECRETARY CERTIFICATE .  The Company shall have delivered to the Purchaser a certificate executed by the Company’s secretary certifying as to the validity and effectiveness of, and attaching, (A) copies of the Company’s Organizational Documents as in effect as of the Closing Date (immediately prior to the Closing), and (B) the incumbency of officers of the Company authorized to execute this Agreement or any Ancillary Document to which the Company is or is required to be a party or otherwise bound.

8.3

Frustration of Conditions . Notwithstanding anything contained herein to the contrary, no Party may rely on the failure of any condition set forth in this Article VIII to be satisfied if such failure was caused by the failure of such Party or its Affiliates (or with respect to the Company, the Company or Seller) failure to comply with or perform any of its covenants or obligations set forth in this Agreement.



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ARTICLE IX
TERMINATION AND EXPENSES

9.1

Termination . This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing as follows:

(a)

by mutual written consent of the Purchaser and the Company;

(b)

by written notice by the Purchaser or the Company if any of the conditions to the Closing set forth in Article VIII I have not been satisfied or waived by August 1, 2018 (the “ Outside Date ”); provided, however, the right to terminate this Agreement under this Section 9.1(b) shall not be available to a Party if the breach or violation by such Party or its Affiliates of any representation, warranty, covenant or obligation under this Agreement was the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date;

(c)

by written notice by either the Purchaser or the Company if a Governmental Authority of competent jurisdiction shall have issued an Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such Order or other action has become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(c) shall not be available to a Party if the failure by such Party or its Affiliates to comply with any provision of this Agreement has been a substantial cause of, or substantially resulted in, such action by such Governmental Authority;

(d)

by written notice by the Company, if (i) there has been a material breach by the Purchaser of any of its representations, warranties, covenants or agreements contained in this Agreement, or if any representation or warranty of the Purchaser shall have become materially untrue or materially inaccurate, in any case, which would result in a failure of a condition set forth in Section 8.1(a) or Section 8.1(b) to be satisfied (treating the Closing Date for such purposes as the date of this Agreement or, if later, the date of such breach), and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after written notice of such breach or inaccuracy is provided by the Company or (B) the Outside Date;

(e)

by written notice by the Purchaser, if (i) there has been a breach by the Company of any of its representations, warranties, covenants or agreements contained in this Agreement, or if any representation or warranty of such Parties shall have become untrue or inaccurate, in any case, which would result in a failure of a condition set forth in Section 8.2 (a) to be satisfied (treating the Closing Date for such purposes as the date of this Agreement or, if later, the date of such breach), and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after written notice of such breach or inaccuracy is provided by the Purchaser or (B) the Outside Date;

(f)

by written notice by the Purchaser, if there shall have been a Material Adverse Effect on the Company or its Subsidiaries following the date of this Agreement which is uncured and continuing; or

(g)

by written notice by the Purchaser to the Company if (i) the Company shall not have delivered to the Purchaser on or prior to August 14, 2018 the PCAOB Audited Financials, or (ii) if the PCAOB Audited Financials are substantially different from the Audited Company Financials in an adverse manner, including any of the consolidated revenues, net income or assets being at least five percent (5%) less than the amounts set forth in the Audited Company Financials or the



17



consolidated liabilities being at least five percent (5%) greater than the amounts set forth in the Audited Company Financials.

9.2

Effect of Termination . This Agreement may only be terminated in the circumstances described in Section 9.1 and pursuant to a written notice delivered by the applicable Party to the other applicable Parties, which sets forth the basis for such termination, including the provision of Section 9.1 under which such termination is made.  In the event of the valid termination of this Agreement pursuant to Section 9.1 , (i) this Agreement shall forthwith become void, , and (ii) there shall be no Liability on the part of any Party or any of their respective Representatives, and all rights and obligations of each Party shall cease, except: (x) Section 9.3 , Article X , Article XI and this Section 9.2 shall survive the termination of this Agreement, and (y) nothing herein shall relieve any Party from Liability for any willful breach of any representation, warranty, covenant or obligation under this Agreement or any Fraud Claim against such Party, in either case, prior to termination of this Agreement.  

9.3

Fees and Expenses .   Except as provided otherwise in this Agreement, all Expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such expenses.  As used in this Agreement, “ Expenses ” shall include all out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financial advisors, financing sources, experts and consultants to a Party hereto or any of its Affiliates) incurred by a Party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution or performance of this Agreement or any Ancillary Document related hereto and all other matters related to the consummation of this Agreement.  

ARTICLE X
OTHER AGREEMENT OF THE PARTIES

10.1

Piggy-Back Registration Rights.

(a)

If the Company proposes to register any of the Purchaser Common Stock after the first anniversary of the Closing Date, but prior to the third anniversary of the Closing Date, it will give prompt written notice to PacificWave Partners and Bennett Yankowitz of its intention to effect such registration (the “ Incidental Registration ”). Within five (5) Business Days of receiving such written notice of an Incidental Registration, Sellers, PacificWave Partners or its Affiliates, or Bennett Yankowitz (the “ Piggy-Back Parties ”) may each make a written request (the “ Piggy-Back Request ”) that the Company include in the proposed Incidental Registration all, or a portion, of the Registrable Shares owned by such Piggy-Back Party (which Piggy-Back Request shall set forth the number of Registrable Shares intended to be disposed of by the Piggy-Back Party and the intended method of disposition thereof). For the purposes of Section 10.1 Registrable Shares ” shall mean the Purchaser Common Stock held by any of the Piggy-Back Parties at Closing; provided that any particular securities of such Registrable Shares shall cease to be Registrable Shares when (i) any registration statement of the Company that covers the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (ii) such securities shall have become eligible to be sold to the public by the Purchaser pursuant to Rule 144 under the Securities Act, or (iii) subsequent disposition of such securities shall not require registration or qualification of them under the Securities Act or of any similar state law then in force.


(b)

The Company will use its commercially reasonable efforts to include in any Incidental Registration all Registrable Shares which the Company has been requested to register pursuant to any timely Piggy-Back Request, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Shares so to be registered. If the Registrable Shares are not included in an Incidental Registration by the 90 th calendar day after the Closing Date, then



18



the Company shall immediately prepare and file a registration statement on such form as may be required covering the Registrable Shares.


(c)

Notwithstanding the preceding Sections 10.1(a) and 10.1(b) : (i) the Company shall not be obligated pursuant to this Section 10.1 to effect a registration of Registrable Shares requested pursuant to a timely Piggy-Back Request if the Company discontinues the related Incidental Registration at any time prior to the effective date of any registration statement filed in connection therewith; (ii) if a registration pursuant to this Section 10.1 involves an underwritten offering, and the managing underwriter (or, in the case of an offering that is not underwritten, an investment banker) shall advise the Company that, in its opinion, the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration the number which the Company is so advised can be sold in such offering in the following order: first, the securities the Company proposes to sell for its own account in such registration, second, the Registrable Shares of the Piggy-Back Party requesting to be included in such Registration, through a timely Piggy-Back Request, and, third, all other securities requested to be included in such registration on a pro rata basis; and (iii) if the Company is engaged in, or has definitive plans to engage in, any activity or negotiations that, in the good faith determination of the managers of the Company, would be adversely affected by disclosure that would be required in connection with a registration to the material detriment of the Company, then the Company may delay such registration for a period of 20 days from the date of termination or disclosure of such activity or negotiations.



ARTICLE XI
MISCELLANEOUS

11.1

Notices .  All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iii) one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable Party at the following addresses (or at such other address for a Party as shall be specified by like notice):

If to the Purchaser, to

B4MC Gold Mines, Inc.
c/o Bennett J. Yankowitz
3651 Lindell Road, Suite D565
Las Vegas, NV 89103
bjy@yankowitzlaw.com

If to the Company, to:

Henrik Rouf
c/o PacificWave Partners
468 N. Camden Dr., Suite 350
Beverly Hills, CA 90210 hrouf@pacificwavepartners.com


11.2

Binding Effect; Assignment .  This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.  This Agreement shall not be assigned by operation of Law or otherwise without the prior written



19



consent of the Purchaser and the Company and any assignment without such consent shall be null and void; provided that no such assignment shall relieve the assigning Party of its obligations hereunder.

11.3

Third Parties . Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any Person that is not a Party hereto or thereto or a successor or permitted assign of such a Party.

11.4

Governing Law; Jurisdiction . This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State of Nevada without regard to the conflict of laws principles thereof.  All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in Las Vegas, Nevada (or in any appellate court thereof) (the “ Specified Courts ”).  Each Party hereto hereby (a) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any Party hereto and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court.  Each Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.  Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 11.1 .  Nothing in this Section 11.4 shall affect the right of any Party to serve legal process in any other manner permitted by Law.

11.5

WAIVER OF JURY TRIAL . EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.5 .

11.6

Specific Performance . Each Party acknowledges that the rights of each Party to consummate the transactions contemplated hereby are unique, recognizes and affirms that in the event of a breach of this Agreement by any Party, money damages may be inadequate and the non-breaching Parties may have not adequate remedy at law, and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by an applicable Party in accordance with their specific terms or were otherwise breached.  Accordingly, each Party shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement and to seek to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such Party may be entitled under this Agreement, at law or in equity.



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11.7

Severability . In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

11.8

Amendment . This Agreement may be amended, supplemented or modified only by execution of a written instrument signed by the Purchaser and the Company.

11.9

Waiver . The Purchaser on behalf of itself and its Affiliates, the Company on behalf of itself and its Affiliates, may in its sole discretion (i) extend the time for the performance of any obligation or other act of any other non-Affiliated Party hereto, (ii) waive any inaccuracy in the representations and warranties by such other non-Affiliated Party contained herein or in any document delivered pursuant hereto and (iii) waive compliance by such other non-Affiliated Party with any covenant or condition contained herein.  Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Party or Parties to be bound thereby.  Notwithstanding the foregoing, no failure or delay by a Party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

11.10

Entire Agreement . This Agreement and the documents or instruments referred to herein, including any exhibits and schedules attached hereto, which exhibits and schedules are incorporated herein by reference, together with the Ancillary Documents, embody the entire agreement and understanding of the Parties hereto in respect of the subject matter contained herein.  There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein or the documents or instruments referred to herein, which collectively supersede all prior agreements and the understandings among the Parties with respect to the subject matter contained herein.  

11.11

Counterparts .  This Agreement may be executed and delivered (including by facsimile or other electronic transmission) in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

11.12

Power of Attorney . The Sellers, each and individually, irrevocably and severally appoint Henrik Rouf to be their attorney in fact and to take any action which the Sellers are obliged to take under this Agreement. The Sellers hereby ratify and confirm whatever their attorney in fact does or purports to do pursuant to its appointment under this Section 11.12 .

ARTICLE XII
DEFINITIONS

12.1

Certain Definitions . For purpose of this Agreement, the following capitalized terms have the following meanings:

Accounting Principles ” means in accordance with GAAP as in effect at the date of the financial statement to which it refers or if there is no such financial statement, then as of the Closing Date,



21



using and applying the same accounting principles, practices, procedures, policies and methods (with consistent classifications, judgments, elections, inclusions, exclusions and valuation and estimation methodologies) used and applied by the Company in the preparation of the latest audited Financial Statements.  In any event, the Accounting Principles (i) shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement, (ii) shall be based on facts and circumstances as they exist at or prior to the Closing and shall exclude the effect of any act, decision or event occurring after the Closing and (iii) shall follow the defined terms contained in this Agreement.

Action ” means any notice of noncompliance or violation, or any claim, demand, charge, action, suit, litigation, audit, settlement, complaint, stipulation, assessment or arbitration, or any request (including any request for information), inquiry, hearing, proceeding or investigation, by or before any Governmental Authority.

Affiliate ” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person.  

Ancillary Documents ” means each agreement, instrument or document attached hereto as an Exhibit, and the other agreements, certificates and instruments to be executed or delivered by any of the Parties hereto in connection with or pursuant to this Agreement.

Assignment and Assumption Agreement ” means the (i) Assignment and Assumption Agreement relating to the Company between Purchaser and the Sellers substantially in the form of Exhibit A ”.

Benefit Plans ” of any Person means any and all deferred compensation, executive compensation, incentive compensation, equity purchase or other equity-based compensation plan, employment or consulting, severance or termination pay, holiday, vacation or other bonus plan or practice, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit sharing, pension, or retirement plan, program, agreement, commitment or arrangement, and each other employee benefit plan, program, agreement or arrangement, including each “employee benefit plan” as such term is defined under Section 3(3) of ERISA, maintained or contributed to or required to be contributed to by a Person for the benefit of any employee or terminated employee of such Person, or with respect to which such Person has any Liability, whether direct or indirect, actual or contingent, whether formal or informal, and whether legally binding or not.

Business Day ” means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, New York are authorized to close for business.

Code ” means the Internal Revenue Code of 1986, as amended, and any successor statute thereto, as amended.  Reference to a specific section of the Code shall include such section and any valid treasury regulation promulgated thereunder.

Company Charter ” means the Operating Agreement of the Company, as amended.

Confidential Information ” means all confidential or proprietary documents and information concerning the either Party or any of its Representatives; provided , however , that the Confidential Information shall not include any information which, (i) at the time of disclosure by the Company or its respective Representatives, is generally available publicly and was not disclosed in breach of this Agreement or (ii) at the time of the disclosure by the Purchaser or its Representatives to the Company or its Representatives, was previously known by such receiving party without violation of Law



22



or any confidentiality obligation by the Person receiving such Purchaser Confidential Information.  For the avoidance of doubt, from and after the Closing, Purchaser Confidential Information will include the confidential or

Consent ” means any consent, approval, waiver, authorization or Permit of, or notice to or declaration or filing with any Governmental Authority or any other Person.

Contracts ” means all contracts, agreements, binding arrangements, bonds, notes, indentures, mortgages, debt instruments, purchase order, licenses (and all other contracts, agreements or binding arrangements concerning Intellectual Property), franchises, leases and other instruments or obligations of any kind, written or oral (including any amendments and other modifications thereto).

Control ” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise.  “Controlled”, “Controlling” and “under common Control with” have correlative meanings.  Without limiting the foregoing a Person (the “ Controlled Person ”) shall be deemed Controlled by (a) any other Person (the “ 10% Owner ”) (i) owning beneficially, as meant in Rule 13d-3 under the Exchange Act, securities entitling such Person to cast ten percent (10%) or more of the votes for election of directors or equivalent governing authority of the Controlled Person or (ii) entitled to be allocated or receive ten percent (10%) or more of the profits, losses, or distributions of the Controlled Person; (b) an officer, director, general partner, partner (other than a limited partner), manager, or member (other than a member having no management authority that is not a 10% Owner) of the Controlled Person; or (c) a spouse, parent, lineal descendant, sibling, aunt, uncle, niece, nephew, mother-in-law, father-in-law, sister-in-law, or brother-in-law of an Affiliate of the Controlled Person or a trust for the benefit of an Affiliate of the Controlled Person or of which an Affiliate of the Controlled Person is a trustee.

ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

Exchange Act ” means the Securities Exchange Act of 1934, as amended.

FINRA ” means the Financial Industry Regulatory Authority, Inc.

Fraud Claim ” means any claim based in whole or in part upon fraud, willful misconduct or intentional misrepresentation.

GAAP ” means generally accepted accounting principles as in effect in the United States of America.

Governmental Authority ” means any federal, state, local, foreign or other governmental, quasi-governmental or administrative body, instrumentality, department or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving panel or body.

Indebtedness ” of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money (including the outstanding principal and accrued but unpaid interest), (b) obligations for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business), (c) any other indebtedness of such Person that is evidenced by a note, bond, debenture, credit agreement or similar instrument, (d) all obligations of such Person under leases that should be classified as capital leases in accordance with GAAP, (e) all obligations of such Person for the reimbursement of any obligor on any line or letter of credit, banker’s acceptance, guarantee or similar



23



credit transaction, in each case, that has been drawn or claimed against, (f) all obligations of such Person in respect of acceptances issued or created, (g) all interest rate and currency swaps, caps, collars and similar agreements or hedging devices under which payments are obligated to be made by such Person, whether periodically or upon the happening of a contingency, (h) all obligations secured by an Lien on any property of such Person, (i) any premiums, prepayment fees or other penalties, fees, costs or expenses associated with payment of any Indebtedness of such Person and (j) all obligation described in clauses (a) through (i) above of any other Person which is directly or indirectly guaranteed by such Person or which such Person has agreed (contingently or otherwise) to purchase or otherwise acquire or in respect of which it has otherwise assured a creditor against loss.

Intellectual Property ” means all of the following as they exist in any jurisdiction throughout the world:  patents, trademarks, copyrights, trade secrets, internet assets, software and other intellectual property, and all licenses, sublicenses and other agreements or permissions related to the preceding property.

IRS ” means the U.S. Internal Revenue Service (or any successor Governmental Authority).

Knowledge ” means, with respect to (i) the Company, the actual knowledge of the executive officers or directors of the Company, after due inquiry or (ii) any other Party, the actual knowledge of its directors and executive officers, after due inquiry.

Law ” means any federal, state, local, municipal, foreign or other law, statute, legislation, principle of common law, ordinance, code, edict, decree, proclamation, treaty, convention, rule, regulation, directive, requirement, writ, injunction, settlement, Order or Consent that is or has been issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the authority of any Governmental Authority.

 “ Liabilities ” means any and all liabilities, Indebtedness, Actions or obligations of any nature (whether absolute, accrued, contingent or otherwise, whether known or unknown, whether direct or indirect, whether matured or unmatured and whether due or to become due), including Tax liabilities due or to become due.

Lien ” means any mortgage, pledge, security interest, attachment, right of first refusal, option, proxy, voting trust, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof), restriction (whether on voting, sale, transfer, disposition or otherwise), any subordination arrangement in favor of another Person, any filing or agreement to file a financing statement as debtor under the Uniform Commercial Code or any similar Law.

 “ Material Adverse Effect ” means, with respect to any specified Person, any fact, event, occurrence, change or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon (a) the business, assets, Liabilities, results of operations, prospects or condition (financial or otherwise) of such Person and its Subsidiaries, taken as a whole, or (b) the ability of such Person or any of its Subsidiaries on a timely  basis to consummate the transactions contemplated by this Agreement or the Ancillary Documents to which it is a party or bound or to perform its obligations hereunder or thereunder; provided , however , that for purposes of clause (a) above, any changes or effects directly or indirectly attributable to, resulting from, relating to or arising out of the following (by themselves or when aggregated with any other, changes or effects) shall not be deemed to be, constitute, or be taken into account when determining whether there has or may, would or could have occurred a Material Adverse Effect:  (i) general changes in the financial or securities markets or general



24



economic or political conditions in the country or region in which such Person or any of its Subsidiaries do business; (ii) changes, conditions or effects that generally affect the industries in which such Person or any of its Subsidiaries principally operate; (iii) changes in GAAP or other applicable accounting principles or mandatory changes in the regulatory accounting requirements applicable to any industry in which such Person and its Subsidiaries principally operate; (iv) conditions caused by acts of God, terrorism, war (whether or not declared) or natural disaster; (v) any failure in and of itself by such Person and its Subsidiaries to meet any internal or published budgets, projections, forecasts or predictions of financial performance for any period (provided that the underlying cause of any such failure may be considered in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent not excluded by another exception herein) and (vi), with respect to the Purchaser, the consummation and effects of the Redemption; provided further , however , that any event, occurrence, fact, condition, or change referred to in clauses (i) - (iv) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition, or change has a disproportionate effect on such Person or any of its Subsidiaries compared to other participants in the industries in which such Person or any of its Subsidiaries primarily conducts its businesses.  

Order ” means any order, decree, ruling, judgment, injunction, writ, determination, binding decision, verdict, judicial award or other action that is or has been made, entered, rendered, or otherwise put into effect by or under the authority of any Governmental Authority.

Organizational Documents ” means, with respect to any Person that is an entity, its certificate of incorporation or formation, bylaws, operating agreement or similar organizational documents, in each case, as amended.

PCAOB ” means the U.S. Public Company Accounting Oversight Board (or any successor thereto).

Permits ” means all federal, state, local or foreign or other third-party permits, grants, easements, consents, approvals, authorizations, exemptions, licenses, franchises, concessions, ratifications, permissions, clearances, confirmations, endorsements, waivers, certifications, designations, ratings, registrations, qualifications or orders of any Governmental Authority or any other Person.

Permitted Liens ” means (a) Liens for Taxes or assessments and similar governmental charges or levies, which either are (i) not delinquent or (ii) being contested in good faith and by appropriate proceedings, and adequate reserves have been established with respect thereto, (b) other Liens imposed by operation of Law arising in the ordinary course of business for amounts which are not due and payable and as would not in the aggregate materially adversely affect the value of, or materially adversely interfere with the use of, the property subject thereto, (c) Liens incurred or deposits made in the ordinary course of business in connection with social security, (d) Liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the ordinary course of business, or (v) Liens arising under this Agreement or any Ancillary Document.

Person ” means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.

Personal Property ” means any machinery, equipment, tools, vehicles, furniture, leasehold improvements, office equipment, plant, parts and other tangible personal property.



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Purchaser Charter ” means the certificate of incorporation of the Purchaser, as amended and effective under Chapter 78 of the Nevada Revised Statutes

Purchaser Common Stock ” means the shares of common stock, par value $0.001 per share, of the Purchaser.

Representatives ” means, as to any Person, such Person’s Affiliates and the respective managers, directors, officers, employees, independent contractors, consultants, advisors (including financial advisors, counsel and accountants), agents and other legal representatives of such Person or its Affiliates.

SEC ” means the Securities and Exchange Commission (or any successor Governmental Authority).

Securities Act ” means the Securities Act of 1933, as amended.

Subsidiary ” means, with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, association or other business entity, a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof.  For purposes hereof, a Person or Persons will be deemed to have a majority ownership interest in a partnership, association or other business entity if such Person or Persons will be allocated a majority of partnership, association or other business entity gains or losses or will be or control the managing director, managing member, general partner or other managing Person of such partnership, association or other business entity.  A Subsidiary of a Person will also include any variable interest entity which is consolidated with such Person under applicable accounting rules.  

Tax Return ” means any return, declaration, report, claim for refund, information return or other documents (including any related or supporting schedules, statements or information) filed or required to be filed in connection with the determination, assessment or collection of any Taxes or the administration of any Laws or administrative requirements relating to any Taxes.

Taxes ” means (a) all direct or indirect federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, value-added, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, social security and related contributions due in relation to the payment of compensation to employees, excise, severance, stamp, occupation, premium, property, windfall profits, alternative minimum, estimated, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto, (b) any Liability for payment of amounts described in clause (a) whether as a result of being a member of an affiliated, consolidated, combined or unitary group for any period or otherwise through operation of law and (c) any Liability for the payment of amounts described in clauses (a) or (b) as a result of any tax sharing, tax group, tax indemnity or tax allocation agreement with, or any other express or implied agreement to indemnify, any other Person.

 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]



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IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be signed and delivered as of the date first written above.

The Purchaser:


B4MC GOLD MINES, INC.



By: /s/ Bennett J. Yankowitz

Bennett J. Yankowitz, President and Sole Director



The Company:


ROCKETFUEL BLOCKCHAIN COMPANY



By: /s/ Gert Funk

Name: Gert Funk
Title: President


The Sellers :



        /s/ Gert Funk _____________________________

       Gert Funk


       

         /s/  Joseph Page _________________

       Joseph Page


PacificWave Partners Limited



By: / s/  Henrik Rouf

Name: Henrik Rouf
Title: Managing Director


PacificWave Partners UK Ltd.



By: /s/  Henrik Oerbekker

Name: Henrik Oerbekker
Title:  Managing Director


Saxton Capital Ltd.




27



Execution Version


By: /s /  John Moerk

Name: John Moerk
Title: Director








Exhibit 3.1


AMENDED AND RESTATED BYLAWS OF B4MC GOLD MINES, INC



ARTICLE 1

Corporate Identification


1.01.    Name. The corporation shall transact business under the name of B4MC Gold Mines, Inc.


1.02.    Corporate Offices.   The Corporation shall maintain such offices within or without the State of Nevada as the Board of Directors may from time to time designate. The location of the principle office may be changed by the Board of Directors.


1.03.     Seal.    The Board of Directors shall provide for a corporate seal, which shall be circular in form and shall have inscribed thereon the name of the corporation, the state of incorporation, and the words "Corporate Seal."


1.04.    Fiscal Year.   The fiscal year of the corporation shall begin on the 1" day of January and shall end on the 31" day of December.


ARTICLE 2

Shareholders


2.01.     Place of Meetings.   Meetings of the shareholders of the corporation shall be held at the principal office of the corporation, unless all shareholders entitled to vote agree in writing to meet elsewhere.


2.02.     Annual Meetings.    The annual meeting of the shareholders shall be held at 10:00 o'clock a.m. on the first Tuesday of April each year.  If this day is a legal holiday, then the meeting shall be held on the first following day that is not a legal holiday.  A failure to hold the annual meeting shall not impair the ability of the corporation to act or transact business.


2.03.     Special Meetings.     Special meetings of the shareholders may be called by the President or by the Board of Directors, and shall be called by the President upon the signed written request of the holders of ten percent or more of the outstanding shares of the corporation entitled to vote at the meeting.  Only business within the purpose or purposes described in the notice of the meeting may be conducted at a special meeting of the shareholders.


2.04.     Action Without Meeting.   Any action required or permitted to be taken at a meeting of the shareholders, may be taken without a meeting if a consent, in writing, setting forth the action so taken is signed by a majority of the shareholders who would have been entitled to vote on the action had a meeting been held.


2.05.     Notice of Meetings.   Written notice stating the place, day, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered or mailed to each shareholder who is entitled to vote at the meeting with the written or printed signature of the President and Secretary subscribed thereto, not less than ten nor more than sixty days before the date of the meeting.  A waiver of the notice of any meeting, in writing, signed by the person entitled to the notice, whether before, at, or after the time stated therein, shall be deemed equivalent of such notice.  Attendance by a shareholder, without objection to the notice, whether in person or by proxy, at a shareholders' meeting shall constitute a waiver of



{00604274.DOCX.1}





notice of the meeting.


2.06.    Closing of Transfer Books . For the purposes of determining the shareholders who are entitled to notice of or to vote at a meeting of shareholders or an adjournment thereof, or the shareholders who are entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may provide that the stock transfer books shall be closed for a stated period not to exceed fifty days. If the stock transfer book shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting.  In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in the case of a meeting of shareholders, not less than ten days prior to the date on which the particular action requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of shareholders, or of shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.   When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof except where the determination has been made through the closing of the stock transfer books and the stated period of closing has expired.


2.07.    Voting Lists .  The officer or agent having charge of the stock transfer books for shares of the corporation shall make, at least ten days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order with the address of, and the number of shares held by each shareholder, which list, for the period between its compilation and the meeting for which it was compiled, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during normal business hours.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any shareholder during the meeting. The original stock transfer book shall be prima facie evidence of the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders.


2.08.    Quorum and Voting .   A majority of the outstanding shares of the corporation entitled to vote, when represented in person or by proxy, shall constitute a quorum at a meeting of shareholders.  If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time (but not to exceed sixty days) without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally scheduled. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of shareholders sufficient to leave less than a quorum.  Unless a greater vote on a particular matter is required by law, by the Articles of Incorporation, or by these Bylaws, a majority vote of the shares present and entitled to vote shall carry any action proposed or voted on at a shareholders' meeting.


2.09.    Proxies .  At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by the shareholder's authorized attorney in fact. Such proxy may be filed with the Secretary of the corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.


2.10.     Voting of Shares by Certain Holders.    Shares standing in the name of another corporation may be voted by such officer, agent, or proxy as the bylaws of such corporation may



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prescribe, or, in the absence of such provisions, as the Board of Directors of such corporation may determine, provided, however, that no shares held by another corporation, the election of whose directors is controlled by this corporation, shall be entitled to vote.


Shares held by an administrator, executor, guardian, or conservator may be voted by such person, either in person or by proxy, without a transfer of such shares into such person's name. Shares standing in the name of a trustee may be voted by the trustee, either in person or by proxy, but a trustee shall not be entitled to vote shares so held without a transfer of such shares into the trustee's name.


Shares standing in the name of a receiver may be voted by the receiver, and shares held by or under the control of a receiver may be voted by the receiver without the transfer thereof into the receiver's name if the authority to do so is contained in an appropriate order of the court by whom the receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.


Shares of its own stock belonging to the corporation or held by it in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.



ARTICLE 3

Board of Directors


3.01.     General Powers.   The business and affairs of the corporation shall be managed by its Board of Directors, except as otherwise provided by law or by the Articles of Incorporation.


3.02.     Number, Tenure, and Qualifications. The business and affairs of the Corporation shall be managed by a board of not less than one (1). The board of Directors shall have the power to fix or change the number of directors by the affirmative vote of a majority of the current Directors. Directors need not be shareholders of the Corporation or residents of the State of Nevada and shall be elected at the annual meeting of shareholders or some adjournment thereof. Directors shall hold office until the next succeeding annual meeting of shareholders and until their successors shall have been elected and shall qualify, or until their earlier death, resignation or removal.


3.03.     Regular Meetings. A meeting of the Board of Directors shall be held without notice other than this provision immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place for the holding of regular meetings without other notice than such resolution.


3.04.     Special Meetings; Notice. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors.  The person or persons authorized to call special meetings of the Board of Directors may fix any place, wherever located, as the place for holding a special meeting of the Board of Directors called by them.  Written notice of a special meeting shall be given to each director at least two days prior to a special meeting, except that if the written notice is mailed to a director or is given by telegram at least four days prior notice must be given, which notice shall be deemed given when mailed or telegraphed.  Any director may waive notice of any meeting.  The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted nor the purpose of any regular or special



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meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.


3.05.     Action Without Meeting .    Any action required or permitted to be taken at any meeting of the Board of Directors, or any committee thereof, may be taken without a meeting if a written consent setting forth the action so taken is signed by all of the directors that would have been entitled to vote on the action had a meeting been held.


3.06.     Quorum . A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but ifless than such majority be present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.  The directors present at a meeting may continue to transact business until adjournment notwithstanding the withdrawal of directors sufficient to leave less than a quorum.


3.07.     Voting Requirements . Except as otherwise provided by law, in the Articles of Incorporation,  or in these Bylaws, a majority vote of the directors present at a meeting at which a quorum is present shall be required for an act or resolution under consideration to constitute an act or resolution of the Board of Directors.


3.0S.     Vacancies . Any vacancy occurring in the Board of Directors shall he filled by the Board of Directors until an annual meeting is held and new directors are elected by the shareholders. Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting of shareholders or at a special meeting of shareholders called for that purpose.  A director chosen to fill a vacancy resulting from an increase in the number of directors shall hold office until the director's successor shall have been elected and qualified.


3.09.     Compensation . By resolution of the Board of Directors the directors may be paid their expenses, if any, for attendance at any meeting of the Board of Directors, and, if such compensation is approved by a majority vote of the shareholders entitled to vote, may be paid a fixed sum for attendance at any meeting of the Board of Directors or a stated salary as director.   No payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.


3.10.     Presumption of Assent .  A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless the dissent of the director shall be entered in the minutes of the meeting or unless the director shall file a written dissent to such action before adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of the action dissented to.


3.11.     Removal of Directors . At a special meeting of the shareholders called expressly for that purpose, Directors  may be removed  in the manner provided in this section.   One or more directors or the entire Board of Directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors.  No director may be removed if the votes cast against a director's removal would be sufficient to elect the director if cumulatively voted at an election of the entire Board of Directors.  A director shall be entitled to receive notice of and a hearing with respect to his or her removal for cause.


3.12.     Standards of Conduct . A director shall discharge his or her duties as a director, including his or her duties as a member of a committee, in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and in a manner that he or she reasonably believes to be in the best interests of the corporation. In



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discharging his or her duties a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:


(1)

one or more officers or employees  of the corporation  whom the director reasonably believes to be reliable and competent in the matters presented;


(2)

legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or


(3)

a committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.


A director is not acting in good faith if the director has knowledge concerning the matter in question that makes otherwise permissible reliance unwarranted.


A director is not liable for any action taken as a director, or any failure to take any action, if he or she performed the duties of office in compliance with this section.



ARTICLE 4

Officers


4.01.     Number, Election and Tenure. The officers of the corporation shall be a President, a Vice President, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. All officers of the corporation shall serve at the pleasure of the Board of Directors for the compensation fixed under Section 4.09 of these Bylaws. Any two or more offices may be held by the same person, except as otherwise provided by law.


4.02.     Removal. Any officer or agent elected or appointed by the Board of Directors may be removed, with or without cause, by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.


4.03.    Vacancies.   Whenever a vacancy shall occur in any office by reason of death, resignation, increase in number of offices of the corporation, or otherwise, the vacancy shall be filled by the Board of Directors, and the officer so elected shall hold office as provided in Section 4.01 of these Bylaws.


4.04.     President. The President shall be the principal executive officer of the corporation, and, subject to the control of the Board of Directors, shall have general control of the business, affairs, and property of the corporation, and control over its agents, officers, and employees.  The President shall, when present, preside at all meetings of the shareholders and of the Board of Directors, and shall perform such other duties and exercise such other powers as from time to time may be assigned to the President by these Bylaws or by the Board of Directors.


4.05.

Vice President.   The Vice President shall perform all duties incumbent upon the President during the absence or disability of the President, and shall perform such other duties from time to time  may be assigned  to the Vice President  by these Bylaws or by the Board of Directors.


4.06.

The Secretary . The Secretary shall:   (a) keep the minutes of the shareholders' meetings and of the Board of Directors' meetings in one or more books provided for that purp.ose;



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(b) see that all notices are duly given in accordance with the provisions of these bylaws as required by law; (c) be the custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation  is affixed to all documents,  the execution of which on behalf of the corporation under its seal, is duly authorized; (d) keep a register of the address of each shareholder, which shall be furnished to the secretary by such shareholder; (e) sign with the President, or the Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by a resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to the Secretary by the President or the Board of Directors.


4.07.     The Treasurer . If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine.  The Treasurer shall:  (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for monies due and payable to the corporation  from any source whatsoever; (c) deposit all monies received in the name of the corporation in the banks or other depositories as shall be selected in accordance with the provisions of Article 5 of these Bylaws; and (d) perform the duties as from time to time may be assigned to the Treasurer by the President or the Board of Directors.


4.08.     Assistant Secretaries and Treasurers .   One or more Assistant  Secretaries  or Assistant Treasurers may be appointed by the Board of Directors.  Such persons shall have such duties as from time to time may be assigned to them by the Board of Directors, the President, or the Secretary or Treasurer, as the case may be.


4.09.     Compensation . The compensation of the officers shall be fixed or approved from time to time by the Board of Directors and no officer shall be prevented from receiving such compensation by reason of the fact that the officer is also a director of the corporation.



ARTICLE 5

Contracts, Loans, Checks, Deposits, and Official Books and Records


5.01.     Contracts . The Board of Directors may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific matters.


5.02.     Loans . No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.  The Board of Directors shall have the following power with respect to the lending of funds:


(a)

Loans of Funds, Generally.   To lend money in furtherance of any of the purposes of the Corporation; to invest and reinvest the funds of the Corporation from time to time; and to take and hold any property as security for the payment of funds so loaned or invested)


(b)

Loans to Employees and Directors. If approved by the holders of a majority of the voting shares, to lend money and use its credit to assist any employee or director of the Corporation, if the Board of Directors determines that such loan or assistance may benefit the Corporation.


5.03 .    Checks, Drafts, Etc . All checks, drafts, or other orders for the payment of money, notes,



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or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or agent of the corporation and in such manner as shall from time to time be determined by a resolution of the Board of Directors.


5.04.     Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or other depositories as the Board of Directors may by resolution select.


5.05.     Official Books and Records. The official books and records of the corporation shall consist of the minute book, the stock book, the stock transfer book, and the books and records of account. The Secretary shall be responsible for their upkeep and safekeeping. Any shareholder, either in person or by representative, shall have the right to inspect and make copies or extracts of the official books and records at any reasonable time for any lawful purpose.


ARTICLE 6

Capital Stock


6.01. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or the Vice President and by the Secretary or an Assistant Secretary. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and the date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be canceled and no new certificates shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed, or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.


6.02. Consideration for Shares. The consideration for the issuance of shares may be paid, in whole or in part, in money, in other property, tangible or intangible, or in labor or services actually performed for the Corporation. When payment of the consideration for which shares are to be issued shall have been received by the Corporation, such shares shall be deemed to be fully paid and nonassessable. In the absence of fraud in the transaction, the judgment of the Board of Directors as to the value of the consideration received for shares shall be conclusive. No certificate shall be issued for any share until the share is fully paid.


6.03. Issuance of Shares . Shares of capital stock of the corporation shall not be issued except on a majority vote of the Board of Directors. The vote of each director shall appear in the written minutes of each Board of Directors' meeting in which the issuance of shares was approved.


6.04. Dividends . The holders of the capital stock of the Corporation shall be entitled to receive, when and as declared by the Board of Directors, solely out of unreserved and unrestricted earned surplus, dividends payable either in cash, in property, or in shares of capital stock. No dividends shall be paid upon the capital stock in any medium if the source out of which it is proposed to pay the dividend is due to or arises from unrealized appreciation in value or from a revaluation of assets, or if the Corporation is, or is thereby rendered, incapable of paying its debts as they become due in the usual course of its business.


6.05. Uncertified Shares . Shares of the capital stock of the Corporation shall not be issued without a certificate.


ARTICLE 7



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Amendments


7.01. Amendment . These Bylaws may be amended or repealed, and new bylaws may be adopted, by the holders of a majority of the voting shares at any annual or special meeting or by a majority vote of the Board of Directors at any regular or special meeting, except that the shareholders in amending or repealing a particular bylaw may provide that the Board of Directors may not amend or repeal that bylaw.


 Accepted and Adopted by the Board of Directors on the 27th day of June, 2018.



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{00604274.DOCX.1}


Exhibit 99.1



ROCKETFUEL BLOCKCHAIN COMPANY

FINANCIAL STATEMENTS

As of March 31, 2018 and the Period from January 12, 2018 (date of inception) through March 31, 2018







1





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders

Rocketfuel Blockchain Company

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Rocketfuel Blockchain Company (the “Company”) as of March 31, 2018 and the related statement of operations, stockholders’ deficit, and cash flows for the period from January 12, 2018 (date of inception) through March 31, 2018, and the related notes. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2018 and the results of its operations and its cash flows for the period from January 12, 2018 (date of inception) through March 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company reported a loss from operations of $3,805, a net loss of $253,805, and a negative cash flow from operations of $250,305 for the period from January 12, 2018 (date of inception) through March 31, 2018; and has not commenced operations. These factors, among others, raise substantial doubt regarding the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.



/s/ Paritz & Company, P.A.

 

We have served as the Company’s auditor since 2018

 

Hackensack, New Jersey

 

June 27, 2018

 




F-1






Rocketfuel Blockchain Company

Balance Sheet

 

 

March 31, 2018

ASSETS

 

Current assets:

 

  Cash

$

300 

        Total current assets and total assets

$

300 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

Current liabilities:

 

  Accrued expenses

$

3,500 

  Advances payable to related party

305 

    Total current liabilities and total liabilities

3,805 

 

 

Stockholders' deficit:

 

  Common stock; $0.0001 par value; 1,000 shares authorized, issued and outstanding as of March 31, 2018

  Additional paid-in capital

250,299 

  Accumulated deficit

(253,805)

    Total stockholders’ deficit

(3,505)

        Total liabilities and stockholders’ deficit

$

300 



















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




F-2






Rocketfuel Blockchain Company

Statement of Operations

 

 

 

 

 

For the Period from January 12. 2018 (date of inception) through March 31, 2018

Revenues

$

 

 

Expenses:

 

  General and administrative expenses

3,805 

Loss from operations

(3,805)

Other expense:

 

  Transaction commitment fee

(250,000)

Net loss before provision for income taxes

(253,805)

Provision for income taxes

Net loss

$

(253,805)

 

 

Net loss per common share, basic and diluted

$

(253.80)

 

 

Weighted average common shares outstanding, basic and diluted

1,000 



















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




F-3






Rocketfuel Blockchain Company

Statement of Stockholders' Deficit

For the Period from January 12, 2018 (date of inception) through March 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock Outstanding

 

 

 

 

 

 

 

 

Number of Shares

 

Amount

 

Additional Paid-in Capital

 

Accumulated Deficit

 

Total Stockholders' Deficit

Balance at January 12, 2018

 

-

 

$

-

 

$

-

 

$

 

$

  Issuance of common stock to Founders

 

900

 

-

 

300

 

 

 

300 

  Issuance of common stock in connection with private placement

 

100

 

1

 

249,999

 

 

 

250,000 

  Net loss

 

 

 

 

 

 

 

(253,805)

 

(253,805)

Balance at March 31, 2018

 

1,000

 

$

1

 

$

250,299

 

$

(253,805)

 

$

(3,505)






















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




F-4






Rocketfuel Blockchain Company

Statement of Cash Flows

 

 

 

 

 

For the Period from January 12, 2018 (date of inception) through March 31, 2018

 

 

Cash flows from operating activities:

 

  Net loss

$

(253,805)

  Changes in assets and liabilities:

 

    Accrued expenses

3,500 

      Net cash flows used in operating activities

(250,305)

Cash flows from financing activities:

 

  Proceeds from issuance of common stock

250,300 

  Proceeds from related party advances

305 

      Net cash flows provided by financing activities

250,605 

      Net change in cash

300 

      Cash at the beginning of period

      Cash at the end of period

$

300 

 

 

Supplemental disclosure of cash flow information:

 

  Income taxes paid

$

 

 
















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




F-5



Rocketfuel Blockchain Company

Notes to Financial Statements

January 12, 2018 (date of inception) through March 31, 2018


1.

Business

Rocketfuel Blockchain Company, a Nevada corporation (“Rocketfuel” or the “Company”) was formed on January 12, 2018 for the purpose of bringing highly efficient check-out systems to eCommerce. These new check-out means based upon blockchain technology are designed to increase speed, security, and ease of use. Using Rocketfuel’s technology, merchants can enable new impulse buying schemes that may be unavailable in present day eCommerce sites.

On June 27, 2018, we consummated a transaction as contemplated by that certain Contribution Agreement made and entered into as of June 27, 2018 by and among B4MC Gold Mines, Inc. (“B4MC”), a Nevada corporation, and us. Pursuant to the Contribution Agreement, B4MC issued 17,001,312 shares of its $0.001 par value common stock to us in exchange for a 100% ownership interest in us resulting in 22,668,416 post-merger shares of B4MC common stock issued and outstanding.

Our corporate headquarters are located in Las Vegas, Nevada.

2.

Going Concern

Our financial statements have been presented on the basis that we are a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We incorporated our business on January 12, 2018, the date of our inception, and have not yet commenced commercial operations. Since January 12, 2018 (date of inception) through March 31, 2018, we have reported a loss from operations of $3,805 a net loss of $253,805 and negative cash flows from operating activities of $250,305; and we have not commenced operations. As a result, management believes that there is substantial doubt about our ability to continue as a going concern.

Management has been engaged in efforts to identify and negotiate a transaction with a public company quoted on the OTC Markets having shell status where a contemplated transaction would be treated as a reverse merger. On June 27, 2018, we consummated a transaction as contemplated by that certain Contribution Agreement made and entered into as of June 27, 2018 by and among B4MC Gold Mines, Inc. (“B4MC”), a Nevada corporation, and us. Pursuant to the Contribution Agreement, B4MC issued 17,001,312 shares of its $0.001 par value common stock to us in exchange for a 100% ownership interest in us resulting in 22,668,416 post-merger shares of B4MC common stock issued and outstanding. We financed our efforts to consummate this reverse merger transaction through the issuance of equity securities. We will require additional financing in order to commence operations and execute on our business plan. However, there can be no assurances that we will be successful in raising the additional capital necessary to commence operations and execute on our business plan.

3.

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).

Use of Accounting Estimates

The preparation of these financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management's estimates are based on the facts and circumstances available at the time estimates are made, past historical experience, risk of loss, general economic conditions and trends and management's assessments of the probable future outcome of these matters. Consequently, actual results could differ from such estimates.

Cash and Cash Equivalents

Cash includes cash on hand. We consider all highly-liquid temporary cash investments with a maturity date of three months or less to be cash equivalents. At March 31, 2018 we had no cash deposited in any banks and $300 in cash.

Fair Value of Financial Instruments

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



F-6



Rocketfuel Blockchain Company

Notes to Financial Statements

January 12, 2018 (date of inception) through March 31, 2018


use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurement based on the nature of inputs used in the valuation of an asset or liability as of the measurement date.

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

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

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

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

Income Taxes

The provision for income taxes includes federal, state, local and foreign taxes. Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences of temporary differences between the financial statement carrying amounts and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be recovered or settled. We evaluate the realizability of our deferred tax assets and establish a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized.

We account for uncertain tax positions using a “more-likely-than-not” threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. We evaluate this tax position on a quarterly basis. We also accrue for potential interest and penalties, if applicable, related to unrecognized tax benefits in income tax expense.

Basic and Diluted Loss Per Share

Basic loss per common share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is based upon the weighted-average common shares outstanding during the period plus additional weighted-average common equivalent shares outstanding during the period. Common equivalent shares result from the assumed exercise of outstanding stock options and warrants, the proceeds of which are then assumed to have been used to repurchase outstanding common stock using the treasury stock method. In addition, the numerator is adjusted for any changes in income that would result from the assumed conversion of potential shares. There were no potentially dilutive shares which would have the effect of being antidilutive.

Recent Accounting Pronouncements

We have evaluated all issued but not yet effective accounting pronouncements and determined that, other than the following, they are either immaterial or not relevant to us.

In February 2016, the Financial Accounting Standards Board (FASB) issued an Accounting Standards Update (ASU) “ASU 2016 - 02 Leases” intended to improve financial reporting about leasing transactions. The ASU affects all companies and other organizations that lease assets such as real estate, office equipment and manufacturing equipment. The ASU will require organizations that lease assets - referred to as “lessees” - to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases.

Under the new guidance, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current Generally Accepted Accounting Principles (GAAP), the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP - which requires only capital leases to be recognized on the balance sheet - the new ASU will require both types of leases to be recognized on the balance sheet. The ASU also will



F-7



Rocketfuel Blockchain Company

Notes to Financial Statements

January 12, 2018 (date of inception) through March 31, 2018


require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. The accounting by organizations that own the assets leased by the lessee - also known as lessor accounting - will remain largely unchanged from current GAAP. However, the ASU contains some targeted improvements that are intended to align, where necessary, lessor accounting with the lessee accounting model and with the updated revenue recognition guidance issued in 2014. The ASU on leases will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other organizations, the ASU on leases will take effect for fiscal years beginning after December 15, 2019, and for interim periods within fiscal years beginning after December 15, 2020. It is not anticipated that this updated guidance will have a material impact on our results of operations, cash flows or financial condition.

In March 2016, the FASB issued “ASU 2016 - 09 Improvements to Employee Share-Based Payment Accounting” which is intended to improve the accounting for employee share-based payments. The ASU affects all organizations that issue share-based payment awards to their employees. The ASU, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, simplifies several aspects of the accounting for share-based payment award transactions, including; the income tax consequences, classification of awards as either equity or liabilities, and the classification on the statement of cash flows. The ASU simplifies two areas specific to private companies, with regards to the expected term and intrinsic value measurements. The ASU simplifies the following areas to private and public companies; (a) tax benefits and tax deficiencies with regards to the differences between book and tax deductions, (b) changes in the excess tax benefits classification in the statement of cash flows, (c) make an entity wide accounting policy election for accrual of vested awards verses individual awards, (d) changes in the amount qualifying as an equity award classification subject to statutory tax withholdings, (e) clarification in the classification of shares withheld for statutory tax withholdings on the statement of cash flows. For public companies, the amendments in this ASU are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. For private companies, the amendments are effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted for any organization in any interim or annual period. It is not anticipated that this guidance will have a material impact on our results of operations, cash flows or financial condition.

In January 2016, the FASB issued “ASU 2016 - 01 Recognition and Measurement of Financial Assets and Financial Liabilities,” intended to improve the recognition and measurement of financial instruments. The ASU affects public and private companies, not-for-profit organizations, and employee benefit plans that hold financial assets or owe financial liabilities. The new guidance makes targeted improvements to existing GAAP by:

Requiring equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income;

Requiring public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes;

Requiring separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements;

Eliminating the requirement to disclose the fair value of financial instruments measured at amortized cost for organizations that are not public business entities;

Eliminating the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; and

Requiring a reporting organization to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as “own credit”) when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments.

The ASU on recognition and measurement will take effect for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. For private companies, not-for-profit organizations, and employee benefit plans, the standard becomes effective for fiscal years beginning after December 15, 2018, and for interim periods within fiscal years beginning after December 15, 2019. The ASU permits early adoption of the own credit



F-8



Rocketfuel Blockchain Company

Notes to Financial Statements

January 12, 2018 (date of inception) through March 31, 2018


provision (referenced above). Additionally, it permits early adoption of the provision that exempts private companies and not-for-profit organizations from having to disclose fair value information about financial instruments measured at amortized cost. It is not anticipated that this guidance will have a material impact on our results of operations, cash flows or financial condition.

In April 2016, the FASB issued “ASU 2016 - 10 Revenue from Contract with Customers (Topic 606): identifying Performance Obligations and Licensing.” The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments in this Update are intended to render more detailed implementation guidance with the expectation to reduce the degree of judgement necessary to comply with Topic 606. The amendments in this Update affect the guidance in ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which is not yet effective. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements in Topic 606 (and any other Topic amended by Update 2014-09). ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year. We are currently evaluating the impact that this updated guidance will have on our results of operations, cash flows or financial condition.

In November 2016, the FASB issued ASU 2016-20, an amendment to ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU addressed several areas related to contracts with customers. This topic is not yet effective and will become effective with Topic 606. We are currently evaluating the impact this topic will have on our financial statements.

4.

Transaction Commitment Fee

In February 2018, we paid a non-refundable commitment fee of $250,000 to a target company pursuant to a non-binding letter of intent to enter into a proposed merger transaction. The terms of the letter of intent provided for the non-refundable commitment fee to be used for specific payments of accounts payable and costs related to the proposed transaction. As of March 31, 2018, no merger transaction had been effected.

5.

Related Party Transactions

During the period from January 12. 2018 (date of inception) through March 31, 2018, one of our officers advanced us. As of March 31, 2018, we reported $305 as an advance payable to related party.

6.

Income Taxes

As of March 31, 2018, we had no material unrecognized tax benefits and no adjustments to liabilities or operations were required. We were incorporated on January 12, 2018, accordingly, we have no tax years subject to examination by the federal and state taxing authorities and there are no income tax examinations currently in process.

Reconciliation between our effective tax rate and the United States statutory rate for the period from January 12, 2018 (date of inception) through March 31, 2018 is as follows:

Expected federal tax rate

(34.0%) 

Change in valuation allowance

34.0%

Net loss  

0.0%

Deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the tax basis of the assets and liabilities using the enacted tax rate in effect in the years in which the differences are expected to reverse. A 100% valuation allowance has been recorded against the deferred tax asset as it is more likely than not, based upon our analysis of all available evidence, that the tax benefit of the deferred tax asset will not be realized.





F-9



Rocketfuel Blockchain Company

Notes to Financial Statements

January 12, 2018 (date of inception) through March 31, 2018


Significant components of our deferred tax assets as of March 31, 2018 consists of the following:

Net operating loss carryforwards

$

86,294 

Valuation allowance

(86,294)

Net deferred tax assets

$

A valuation allowance has been established for our tax assets as their use is dependent on the generation of sufficient future taxable income, which cannot be predicted at this time.

As of March 31, 2018, we had federal tax net operating loss carryforwards of approximately $86,294. The federal net operating loss carryforwards will expire at various dates through 2037.

The U.S. Tax Cuts and Jobs Act (Tax Act) was enacted on December 22, 2017 and introduces significant changes to U.S. income tax law. Effective in 2018, the Tax Act reduces the U.S. statutory tax rate from 35% to 21% and creates new taxes on certain foreign-sourced earnings and certain related-party payments, which are referred to as the global intangible low-taxed income tax and the base erosion tax, respectively. The Tax Act requires us to pay U.S. income taxes on accumulated foreign subsidiary earnings not previously subject to U.S. income tax at a rate of 15.5% to the extent of foreign cash and certain other net current assets and 8% on the remaining earnings. Due to the timing of the enactment and the complexity involved in applying the provisions of the Tax Act, the Company has not recorded any adjustments according to Tax Act. As we collect and prepare necessary data, and interpret the Tax Act and any additional guidance issued by the U.S. Treasury Department, the IRS, and other standard-setting bodies, we may make adjustments to the provisional amounts. Those adjustments may materially impact our provision for income taxes and effective tax rate in the period in which the adjustments are made. The accounting for the tax effects of the Tax Act will be completed in 2018.

Potential 382 Limmitations

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%.

7.

Stockholders’ Deficit

Our authorized capital stock consists of 1,000 shares of common stock, par value $0.0001 per share. As of March 31, 2018, there are 1,000 shares of common stock issued and outstanding.

On January 12, 2018, we sold 900 shares of our common stock to our four (4) founders in exchange for $300 in cash and the assignment of certain intellectual property rights. Specifically, the intellectual property assigned included six (6) U.S. patent applications and four (4) trademarks. No value was ascribed to the intellectual property rights since no patents have been issued and there can be no assurance that any patents will be issued.

On January 16, 2018, we executed a stock subscription agreement with a private, non-US investor and sold 100 shares of our $0.0001 par value common stock for $250,000 in cash.

8.

Legal Proceedings

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.



F-10



Rocketfuel Blockchain Company

Notes to Financial Statements

January 12, 2018 (date of inception) through March 31, 2018


9.

Subsequent Events

We evaluated all events or transactions that occurred after the balance sheet date through June 27, 2018, the date when these financial statements were available to be issue and, other than the event described below, we determined that we did not have any material recognizable or disclosable subsequent events.

On June 27, 2018, we consummated a transaction as contemplated by that certain Contribution Agreement made and entered into as of June 27, 2018 by and among B4MC Gold Mines, Inc. (“B4MC”), a Nevada corporation, and us. Pursuant to the Contribution Agreement, B4MC issued 17,001,312 shares of its $0.001 par value common stock to us in exchange for a 100% ownership interest in us resulting in 22,668,416 post-merger shares of B4MC common stock issued and outstanding.




F-11










Exhibit 99.2






B4MC GOLD MINES, INC.

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS











B4MC GOLD MINES, INC.

INTRODUCTION TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS


The following unaudited proforma combined financial statements give effect to the merger between B4MC Gold Mines, Inc. (“B4MC” or the “Company”) and Rocketfuel Blockchain Company (“Rocketfuel”) completed as of June 27, 2018.

On June 27, 2018 (the “Closing Date”), the Company consummated the transactions contemplated by that certain Contribution Agreement (the “Contribution Agreement”) made and entered into as of June 27, 2018 by and among the Company and Rocketfuel (the “Sellers”).

The unaudited pro forma combined balance sheet as of March 31, 2018 combines the balance sheets of B4MC and Rocketfuel and gives pro forma effect to the reverse merger between B4MC and Rocketfuel in which Rocketfuel is deemed to be the acquiring entity for accounting purposes. The unaudited proforma combined statements of operations for the three months ended March 31, 2018 of B4MC and the period from January 12, 2018 (date of inception) through March 31, 2018 of Rocketfuel combine the statement of operations of B4MC and Rocketfuel for each of those periods and give proforma effect to these transactions as if they were completed on January 1, 2018.

The unaudited pro forma balance sheet and statements of operations should be read in conjunction with the separate historical financial statements for the period from January 12, 2018 (date of inception) through March 31, 2018 and as of Mach 31, 2018 of Rocketfuel elsewhere herein, and the historical financial statements of B4MC, as filed with the Securities and Exchange Commission and issued in Form 10-Q for the three months ended and as of March 31, 2018. These unaudited pro forma combined financial statements may not be indicative of what would have occurred if the reverse acquisition had actually occurred on the indicated dates and they should not be relied upon as an indication of future results of operations.

The statement of operations for the year ended December 31 2017 is not presented due to the fact that Rocketfuel was not incorporated until January 12, 2018.











B4MC GOLD MINES, INC.

UNAUDITED PROFORMA COMBINED BALANCE SHEET

MARCH 31, 2018

 

 

Historical

 

 

 

 

 

Rocketfuel Blockchain Company

 

B4MC Gold Mines, Inc.

 

Pro Forma Adjustments (1)

 

Pro Forma Combined

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

  Cash

$

300 

 

$

172,813 

 

$

 

$

173,113 

    Total current assets and total assets

$

300 

 

$

172,813 

 

$

 

$

173,113 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

  Accounts payable and accrued expenses

$

3,500 

 

$

53,250 

 

$

 

$

56,750 

  Advances payable to related party

305 

 

6,766 

 

 

7,071 

  Deferred transaction costs

 

250,000 

 

(250,000)

(a)

    Total current liabilities and total liabilities

3,805 

 

310,016 

 

(250,000)

 

63,821 

 

 

 

 

 

 

 

 

Stockholders’ Equity (Deficit):

 

 

 

 

 

 

 

  Common stock

 

5,667 

 

17,001 

(b)

22,668 

 

 

 

 

 

(1)

(c)

 

  Additional paid-in capital

250,299 

 

2,657,374 

 

(2,657,374)

(c)

233,299 

 

 

 

 

 

(17,001)

(b)

 

 

 

 

 

 

(c)

 

  Accumulated deficit

(253,805)

 

(2,800,244)

 

2,800,244 

(d)

(146,675)

 

 

 

 

 

250,000 

(a)

 

 

 

 

 

 

(142,870)

(e)

 

    Stockholders’ Equity (Deficit)

(3,505)

 

(137,203)

 

250,000 

 

109,292 

Total liabilities and stockholders' equity (deficit)

$

300 

 

$

172,813 

 

$

 

$

173,113 





The notes to unaudited pro forma combined financial statements are an integral part of these financial statements.









B4MC GOLD MINES, INC.

UNAUDITED PROFORMA COMBINED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2018

 

 

Historical

 

 

 

 

 

Rocketfuel Blockchain Company

 

B4MC Gold Mines, Inc.

 

Pro Forma Adjustments (2)

 

Pro Forma Combined

Revenues

$

 

$

 

 

 

$

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

  General and administrative

3,805 

 

55,065 

 

 

 

58,870 

Loss from operations

(3,805)

 

(55,065)

 

 

 

(58,870)

Other income (expense): – Transaction commitment fee

 

 

 

 

 

 

 

  Vendor settlement

 

16,000 

 

 

 

16,000 

  Transaction commitment fee

(250,000)

 

 

250,000

(a)

    Total other income (expense)

(250,000)

 

16,000 

 

250,000

 

16,000 

Net loss before provision for income taxes

(253,805)

 

(39,065)

 

250,000

 

(42,870)

Provision for income taxes

 

 

 

 

Net loss

$

(253,805)

 

$

(39,065)

 

250,000

 

$

(42,870)

 

 

 

 

 

 

 

 

Net loss per common share, basic and diluted

 

 

$

(0.01)

 

 

 

$

(0.00)

Weighted average common shares outstanding, basic and diluted

 

 

5,667,104 

 

 

 

22,668,416 

 

 

 

 

 

 

 

 











The notes to unaudited pro forma combined financial statements are an integral part of these financial statements.





B4MC GOLD MINES, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS



(1)

Pro forma adjustments to the unaudited proforma combined balance sheet reflect the following:

a.

Represents the elimination of the deferred transaction costs received from Rocketfuel Blockchain Company (“Rocketfuel”) that was used for the payment of accounts payable and costs related to the merger transaction.

b.

Represents the issuance of 17,001,312 shares of B4MC Gold Mines, Inc. (“B4MC”) $0.001 par value common stock to Rocketfuel in exchange for a 100% ownership interest in Rocketfuel resulting in 22,668,416 post-merger shares of B4MC common stock issued and outstanding.

c.

Represents the elimination of B4MC’s common stock and additional paid-in capital.

d.

Represents the elimination of B4MC’s accumulated deficit to reflect the legal recapitalization of the combined entity upon completion of the merger.

e.

Represents the net effect of the elimination of additional paid-in capital and the accumulated deficit of B4MC.

(2)

Proforma adjustments to the unaudited proforma combined statement of operations reflect the following:

a.

Represents the elimination of the transaction commitment fee paid to B4MC that was to be used for the payments of accounts payable and costs related to the merger transaction.



ROCKETFUEL BLOCKCHAIN COMPLETES REVERSE MERGER TRANSACTION WITH B4MC GOLD MINES

STOCK CONTINUES TO BE QUOTED ON OTC MARKETS


Las Vegas, Nevada. June 28, 2018 …RocketFuel Blockchain Company (“RocketFuel”) a developer of blockchain-based technology that offers highly-efficient check-out systems to eCommerce, today announced the completion of a reverse merger with B4MC Gold Mines, Inc. (“B4MC Gold Mines”) (OTC PINK: BFMC) . The merger was effected through a reverse takeover transaction pursuant to a Contribution Agreement whereby B4MC Gold Mines issued 17,001,312 shares of common stock to the shareholders of RocketFuel. As a result of the transaction, a change of control ensued whereby RocketFuel became a wholly-owned subsidiary of B4MC Gold Mines, and the RocketFuel shareholders became the holders of 75% of the issued and outstanding shares of B4MC Gold Mines. Over the next several weeks, the combined company (the “Company”) intends to change the name of B4MC Gold Mines to RocketFuel Blockchain, Inc. and file necessary applications to change its ticker symbol.

RocketFuel was formed on January 12, 2018 for the purpose of bringing highly efficient check-out systems to eCommerce. RocketFuel is in the process of developing check-out platforms based upon blockchain technology that are designed to increase speed, security, and ease of use. RocketFuel believes that users will enjoy seamless check-out and can forget about the clunky cart paradigm of the past. Using RocketFuel’s technology, merchants will be able to implement new impulse buying schemes that are unavailable in present day eCommerce sites.

Mr. Joseph Page, Treasurer of RocketFuel and incoming CTO of the Company, said, “We are very excited to bring new functionality enabled by the blockchain into modern eCommerce. Many very important new attributes of distributed public ledgers are believed likely to radically change value transactions in many fields. Our goal is to be among the first to convert blockchain functionality into real world working improvements that will bring great convenience to the consumer and merchants alike.”

Mr. Gert Funk, President of RocketFuel and incoming CEO of the Company, added, “We believe that the current eCommerce shopping cart paradigm is less than ideal and leads to very high cart abandonment rates. This is especially true with mobile checkout. With our eCommerce checkout solutions prototype, the total number of clicks to fully complete checkout is reduced from an average of about 70 down to 2 or 3 clicks. We believe that merchants have not previously been able to effect checkout from 3 rd party host websites, and we aim to be the first to propose complete checkout in advertisements hosted on 3 rd party sites – a remarkable economic advantage indeed.”

About RocketFuel Blockchain Company

RocketFuel Blockchain Company is developing technology to bring highly efficient check-out systems to eCommerce. These new check-out systems are based on blockchain technology and are designed to increase speed, security, and ease of use. RocketFuel believes that users of its technology will be able to enjoy seamless check-out and forget about the clunky cart paradigm of the past. Merchants will be able to implement new impulse buying schemes that may be unavailable in present day eCommerce sites. More information about RocketFuel is available at: rocketfuelblockchain.com .

Forward-Looking Statements

The Company believes that this press release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “estimate,” “pro-forma,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future,”




and terms of similar import (including the negative of any of these terms) may identify forward-looking statements. Such forward-looking statements, including but not limited to statements regarding the plans and objectives of management for future operations, are based on management’s current expectations and are subject to risks and uncertainties that could cause results to differ materially from the forward-looking statements. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the accuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation, market acceptance of the company’s products and services; competition from existing products or new products that may emerge; the implementation of the company’s business model and strategic plans for its business and our products; estimates of the company’s future revenue, expenses, capital requirements and need for financing; current and future government regulations; and developments relating to the company’s competitors. Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them. For further information on such risks and uncertainties, you are encouraged to review the Company’s filings with the Securities and Exchange Commission (“SEC”), including its Current Report on Form 8-K relating to the reverse merger and related transactions which will be filed with the SEC on or before July 3, 2018. The Company assumes no obligation to update any forward-looking statements as a result of new information or future events or developments, except as required by law.


For further information contact:



Gert Funk

Chief Executive Officer

Phone +33 6 81 83 41 20

Email press@rocketfuelblockchain.com