Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2020 | Apr. 30, 2021 | Sep. 30, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Mar. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Rocky Mountain Industrials, Inc. | ||
Entity Central Index Key | 0001556179 | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Small Business | true | ||
Entity Ex Transition Period | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 0 | ||
Entity Interactive Data Current | No | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 35,785,858 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 4,675,733 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2020 | Mar. 31, 2019 |
Current assets | ||
Cash | $ 59,040 | $ 528,417 |
Accounts receivable | 129,252 | 102,870 |
Inventory | 9,520 | 48,976 |
Prepaid expenses | 385,168 | 140,223 |
Restricted cash | 217,500 | 111,694 |
Total current assets | 800,480 | 932,180 |
Property, plant and equipment, net of accumulated depreciation | 5,358,098 | 3,260,511 |
Land under development | 6,800,616 | 5,304,374 |
Right of use asset | 519,754 | |
Asset retirement obligation | 62,195 | 43,323 |
Goodwill | 306,168 | 41,000 |
Deposits and other assets | 61,785 | 65,842 |
Total assets | 13,909,096 | 9,647,230 |
Current liabilities | ||
Accounts payable | 1,299,629 | 875,465 |
Accrued liabilities | 1,064,633 | 182,348 |
Accrued liabilities, related party | 1,210,000 | 1,315,000 |
Dividends Payable | 140,032 | |
Line of Credit | 1,339,080 | |
Note payable, current | 1,247,268 | |
Capital lease payable, current | 31,101 | |
Equipment loan payable, current | 191,530 | 330,230 |
Total current liabilities | 6,492,172 | 2,734,144 |
Note payable, net of unamortized discount | 1,516,345 | 0 |
Deferred rent | 0 | 39,898 |
Lease Liability | 519,754 | |
Preferred shares-debt | 200,001 | |
Accrued reclamation liability | 108,701 | 60,990 |
Total liabilities | 8,836,973 | 2,835,032 |
Commitments and Contingencies (Note M) | ||
Stockholders' Deficit | ||
Preferred Stock, $0.001 par value, 50,000,000 shares authorized; 43.27 issued and outstanding on March 31,2020 and none outstanding on March 31,2019 | 4,327,000 | 0 |
Additional paid-in capital | 49,276,203 | 42,102,105 |
Accumulated deficit | (48,572,143) | (35,428,938) |
Total Rocky Mountain Industrials stockholders' equity | 5,072,123 | 6,712,987 |
Noncontrolling interest | 99,212 | |
Total stockholders' equity (deficit) | 5,072,123 | 6,812,198 |
Total liabilities and stockholders' equity | 13,909,096 | 9,647,230 |
Common Class A [Member] | ||
Stockholders' Deficit | ||
Common Stock | 35,786 | 35,786 |
Total stockholders' equity (deficit) | 35,786 | 35,786 |
Common Class B [Member] | ||
Stockholders' Deficit | ||
Common Stock | 5,277 | 4,033 |
Total stockholders' equity (deficit) | $ 5,277 | $ 4,033 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2020 | Mar. 31, 2019 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Shares Issued | 43.27 | 43.27 |
Preferred Stock, Shares Outstanding | 43.27 | 0 |
Common Class A [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common Stock, Shares, Issued | 35,785,858 | 35,785,858 |
Common Stock, Shares, Outstanding | 35,785,858 | 35,785,858 |
Common Class B [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 4,840,919 | 4,032,752 |
Common Stock, Shares, Outstanding | 4,840,919 | 4,032,752 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenue | $ 2,090,791 | $ 1,430,338 |
Cost of goods sold | 1,878,156 | 1,304,256 |
Gross profit | 212,635 | 126,082 |
Selling, general and administrative, inclusive of depreciation, depletion and amortization | 12,337,492 | 8,835,445 |
Loss from operations | (12,124,857) | (8,709,363) |
Loss on extinguishment of debt | 0 | 0 |
Other Income | 1,000,000 | |
Loss on sale of assets | (60,176) | |
Interest expense, net | (368,212) | (516,036) |
Loss before income tax provision | (12,553,245) | (8,225,399) |
Income tax | 861 | 0 |
Net loss | (12,552,384) | (8,225,399) |
Add: Net loss attributed to noncontrolling interest | 11,087 | |
Net loss attributable to RMR Industrials, Inc. | $ (12,552,384) | $ (8,214,312) |
Basic and diluted loss attributable to RMR Industrials, Inc. per common share | $ (2.38) | $ (1.70) |
Weighted average shares outstanding | 5,264,862 | 4,825,856 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Common Class A [Member] | Common Class B [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Noncontrolling Interest [Member] | Total |
Balance at Mar. 31, 2018 | $ 35,786 | $ 2,869 | $ 30,237,968 | $ (27,429,017) | $ (188,207) | $ 2,659,399 | |
Balance (in shares) at Mar. 31, 2018 | 35,785,858 | 2,868,967 | |||||
Common stock issued by RMRA | 1,875,000 | 625,000 | 2,500,000 | ||||
Equity conversion of RMRA to RMRI common stock | $ 150 | 111,954 | (112,104) | ||||
Equity conversion of RMRA shares for RMRI common share (in shares) | 150,000 | ||||||
Forfeiture of common stock | $ (180) | 180 | |||||
Forfeiture of common stock (in shares) | (180,000) | ||||||
Issuance of common stock through services | $ 11 | (11) | |||||
Issuance of common stock through services (Shares) | 11,250 | ||||||
Issuance of common stock for subscription | $ 529 | 7,523,233 | 7,523,761 | ||||
Issuance of common stock for subscription (in shares) | 528,417 | ||||||
Issuance of restricted common shares for compensation | $ 654 | (654) | |||||
Issuance of restricted common shares for compensation (in shares) | 654,118 | ||||||
Stock-based compensation from stock options | 2,354,436 | 2,354,436 | |||||
Net loss | (7,999,922) | (225,477) | (8,225,399) | ||||
Balance at Mar. 31, 2019 | $ 35,786 | $ 4,033 | 42,102,105 | (35,428,938) | 99,212 | 6,812,198 | |
Balance (in shares) at Mar. 31, 2019 | 35,785,858 | 4,032,752 | |||||
Equity conversion of RMRA to RMRI common stock | $ 167 | (167) | 99,212 | $ (99,212) | |||
Equity conversion of RMRA shares for RMRI common share (in shares) | 166,667 | ||||||
Forfeiture of common stock | $ (94) | 94 | |||||
Forfeiture of common stock (in shares) | (93,500) | ||||||
Issuance of warrant for services | $ 436 | 299,638 | 300,074 | ||||
Issuance of common stock through services | $ 12 | (12) | |||||
Issuance of common stock through services (Shares) | 12,000 | ||||||
Issuance of common stock for subscription | $ 175 | 3,124,825 | 3,125,000 | ||||
Issuance of common stock for subscription (in shares) | 175,000 | ||||||
Issuance of restricted common shares for compensation | $ 524 | (524) | |||||
Issuance of restricted common shares for compensation (in shares) | 524,000 | ||||||
Issuance of preferred stock | $ 4,327,000 | (500,000) | 3,777,000 | ||||
Issuance of preferred stock (in shares) | 43.27 | ||||||
Issuance of shares to Board members | $ 24 | (24) | |||||
Issuance of shares to Board members (in shares) | 24,000 | ||||||
Quarterly dividends on preferred shares | (140,033) | (140,033) | |||||
Stock-based compensation from stock options | 3,750,268 | 3,750,267 | |||||
Net loss | (12,552,384) | (12,552,384) | |||||
Balance at Mar. 31, 2020 | $ 35,786 | $ 5,277 | $ 4,327,000 | $ 49,276,203 | $ (48,572,143) | $ 5,072,123 | |
Balance (in shares) at Mar. 31, 2020 | 35,785,858 | 4,840,919 | 43.27 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flow from operating activities | ||
Net loss | $ (12,552,384) | $ (8,225,399) |
Depreciation and amortization expense | 523,762 | 345,859 |
Loss on extinguishment of debt | 0 | 0 |
Stock-based compensation | 4,050,579 | 2,354,436 |
Accretion expense | (18,872) | 9,581 |
Amortization of debt discount | 8,708 | 0 |
Deferred rent | (39,898) | 25,181 |
Write off of Property, Plant and Equipment | 0 | 218,103 |
Paid-in-kind interest | 0 | 135,554 |
Changes in operating assets and liabilities | ||
Accounts receivable | (26,382) | (23,240) |
Prepaid expenses | (244,945) | (91,379) |
Inventory | (39,456) | (5,314) |
Deposits | 4,057 | (39,012) |
Restricted cash | (105,806) | |
Restricted cash | 84,487 | |
Accounts payable | 424,164 | 267,830 |
Accounts payable, related parties | 0 | (201,566) |
Accrued liabilities | 2,177,264 | 67,987 |
Accrued liabilities, related parties | 95,000 | (975,000) |
Net cash used in operating activities | (5,865,297) | (6,041,266) |
Acquisition of H2K, Inc | (2,066,577) | 0 |
Acquisition of land for development | (2,015,996) | 0 |
Purchase of property, plant and equipment | (792,748) | 0 |
Purchase of accounting system | (35,899) | (1,709,446) |
Net cash used in investing activities | (4,911,220) | (1,709,446) |
Payments on equipment loan | (169,802) | (136,443) |
Payment on capital leases | 519,754 | (40,045) |
Proceeds from line of credit | 1,339,080 | 0 |
Proceeds from shareholder deposit | 1,516,345 | 0 |
Repayment of Debt | 0 | (2,382,767) |
Proceeds from short term debt | 0 | 2,382,767 |
Proceeds from issuance of Class B common stock | 3,124,763 | 7,523,761 |
Proceeds from issuance of preferred shares | 3,777,000 | 0 |
Net cash provided by financing activities | 10,107,140 | 7,464,506 |
Net increase (decrease) in cash | (469,377) | (286,204) |
Cash at beginning of period | 528,417 | 814,621 |
Cash at end of period | 59,040 | 528,417 |
Additional Cash Flow Elements and Supplemental Cash Flow Information [Abstract] | ||
Restricted cash at beginning of period | 196,181 | |
Decrease in collateral requirement | 131,436 | 98,090 |
Increase in surety bond | (25,900) | (13,603) |
Restricted cash at end of period | 217,500 | |
Supplemental cash flow information | ||
Cash paid for interest | 351,163 | 514,238 |
Cash paid for income taxes | 1,634 | 0 |
RMR Aggregates Shares [Member] | ||
Changes in operating assets and liabilities | ||
Proceeds from issuance of RMRA stock | 0 | $ 2,500,000 |
Common Class B [Member] | ||
Changes in operating assets and liabilities | ||
Proceeds from issuance of Class B common stock | $ 3,125,000 |
FORMATION, CORPORATE CHANGES, A
FORMATION, CORPORATE CHANGES, AND MATERIAL MERGERS AND ACQUISITIONS | 12 Months Ended |
Mar. 31, 2020 | |
FORMATION, CORPORATE CHANGES, AND MATERIAL MERGERS AND ACQUISITIONS | |
FORMATION, CORPORATE CHANGES, AND MATERIAL MERGERS AND ACQUISITIONS | NOTE A – FORMATION, CORPORATE CHANGES AND MATERIAL MERGERS AND ACQUISITIONS Online Yearbook was incorporated in the State of Nevada on August 6, 2012. Online Yearbook was a development stage company with the principal business objective of developing and marketing an online yearbook. On November 17, 2014, Rocky Mountain Resource Holdings Inc., a Nevada Corporation (the “Purchaser”) became the majority shareholder of Online Yearbook, by acquiring 5,200,000 shares of common stock of Online Yearbook (the “Shares”), or 69.06% of the issued and outstanding shares of common stock, pursuant to stock purchase agreements with Messrs. El Maraana and Salah Blal. The Shares were acquired for an aggregate purchase price of $357,670. The Purchaser was the source of the funds used to acquire the Shares. In connection with Online Yearbook’s receipt of approval from the Financial Industry Regulatory Authority (“FINRA”), effective December 8, 2014, Online Yearbook amended its Articles of Incorporation to change its name from “Online Yearbook” to “RMR Industrials, Inc.” RMR Industrials, Inc. (the “Company” or “RMR”) seeks to acquire and consolidate complimentary industrial assets. RMR’s consolidation strategy is to assemble a portfolio of mature and value-add industrial commodities businesses to generate scalable enterprises with a broad portfolio of products and services addressing a common and stable customer base. On February 27, 2015 (the “Closing Date”), the Company entered into and consummated a merger transaction pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, OLYB Acquisition Corporation, a Nevada corporation and wholly owned subsidiary of the Company (“Merger Sub”) and RMR IP, Inc., a Nevada corporation (“RMR IP”). In accordance with the terms of Merger Agreement, on the Closing Date, Merger Sub merged with and into RMR IP (the “Merger”), with RMR IP surviving the Merger as our wholly owned subsidiary. RMR IP was formed to acquire and consolidate complementary industrial commodity assets through capitalizing on the volatile oil markets, down cycles in commodity markets, and other ancillary opportunities. RMR IP is focused on managing the supply chain in order to offer a large and diverse set of products and services. For financial reporting purposes, the Merger represented a “reverse merger” rather than a business combination and RMR IP was deemed to be the accounting acquirer in the transaction. Consequently, the assets and liabilities and the historical operations reflected in the Company’s financial statements post-Merger are those of RMR IP. The Company’s assets, liabilities and results of operations have been consolidated with the assets, liabilities and results of operations of RMR IP after consummation of the Merger, and the historical financial statements of the Company before the Merger were replaced with the historical financial statements of RMR IP before the Merger in all post-Merger filings with the SEC. On July 28, 2016, we formed RMR Aggregates, Inc., a Colorado corporation (“RMR Aggregates”), as our wholly owned subsidiary. RMR Aggregates was formed to hold assets whose primary focus is the mining and processing of industrial minerals for the manufacturing, construction and agriculture sectors. These minerals include limestone, aggregates, marble, silica, barite and sand. On October 12, 2016, RMR Aggregates acquired substantially all of the assets from CalX Minerals, LLC, a Colorado limited liability company (“CalX”) through an Asset Purchase Agreement. Pursuant to the terms of the Asset Purchase Agreement, RMR Aggregates agreed to purchase, and CalX agreed to sell, substantially all of the assets associated with the Mid-Continent Quarry on 41 BLM unpatented placer mining claims in Garfield County, Colorado, including the mining claims, improvements, access rights, water rights, equipment, inventory, contracts, permits, certain intellectual property rights, and other tangible and intangible assets associated with the limestone mining operation. On January 3, 2017, we amended the Articles of Incorporation of RMR IP, Inc. to rename the corporation to RMR Logistics, Inc. (“RMR Logistics”). RMR Logistics operates as a wholly-owned subsidiary of the Company to provide transportation and logistics services. During January 2018, the Company formed Rail Land Company, LLC (“Rail Land Company”) as a wholly-owned subsidiary to acquire and develop a rail terminal and services facility (the “Rail Park”). Rail Land Company purchased an approximately 470-acre parcel of real property located in Bennett, Colorado on February 1, 2018. In July of 2018 we exercised our option to acquire an additional approximately 150 acres for a total of 620 acres. On April 26, 2019 RMR Logistics entered into an asset purchase agreement with H2K, LLC a Colorado Limited Liability Company pursuant to which RMR Logistics acquired the sellers trucking assets. On January 1, 2020 the company changed its name from RMR Industrials, Inc. to Rocky Mountain Industrials, Inc. Basis of Presentation and Consolidation The accompanying consolidated financial statements for the fiscal year ended March 31, 2020 and 2019 have been prepared in accordance with accounting principles generally accepted in the United States for annual financial information in accordance with Securities and Exchange Commission (SEC) regulations. Business Acquisitions When the Company acquires businesses where substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets it is not considered a business. As such, the Company accounts for these types of acquisitions as asset acquisitions. When substantially all of the fair value of the gross assets acquired is not concentrated in a single identifiable asset or a group of similar assets and contains acquired inputs and processes which have the ability to contribute to the creation of outputs, these acquisitions are accounted for as business combinations. The Company considers single identifiable assets as tangible assets that are attached to and cannot be physically removed and used separately from another tangible asset without incurring significant cost or significant diminution in utility or fair value. The Company considers similar assets as assets that have a similar nature and risk characteristics. Whether an acquisition is treated as an asset acquisition under ASC 360 or a business combination under ASC 805, the fair value of the purchase price is allocated among the assets acquired and any liabilities assumed by valuing the property as if it was vacant. The “as-if-vacant” value is allocated to land, buildings, improvements, and any liabilities, based on management’s determination of the relative fair values of such assets and liabilities as of the date of acquisition. Upon acquisition, the Company allocates the purchase price based upon the fair value of the assets and liabilities acquired. The Company allocates the purchase price to the fair value of the tangible assets. The Company values improvements at replacement cost, adjusted for depreciation. Management’s estimates of value are made using a comparable sales analysis of similar businesses. Factors considered by management in its analysis of include equipment types and the sales prices of comparable assets. The Company includes an estimate of property taxes in the purchase price allocation of acquisitions to account for the expected liability that was assumed. When above or below market leases are acquired, the Company values the intangible assets based on the present value of the difference between prevailing market rates and the in-place rates measured over a period equal to the remaining term of the lease for above market leases and the initial term plus the term of any below market fixed rate renewal options for below market leases that are considered bargain renewal options. The above market lease values are amortized as a reduction of rental income over the remaining term of the respective leases. The fair value of acquired below market leases, included in deferred revenue on the accompanying consolidated balance sheets, is amortized as an increase to rental income on a straight-line basis over the remaining non-cancelable terms of the respective leases, plus the terms of any below market fixed rate renewal options that are considered bargain renewal options of the respective leases. The Company capitalizes acquisition costs and due diligence costs if the asset is expected to qualify as an asset acquisition. If the asset acquisition is abandoned, the capitalized asset acquisition costs are expensed to acquisition and due diligence costs in the period of abandonment. Costs associated with a business combination are expensed to acquisition and due diligence costs as incurred. In the event of a business combination, using information available at the time of business combination, the Company allocates the total consideration to tangible assets and liabilities and identified intangible assets and liabilities. During the measurement period, which may be up to one year from the acquisition date, the Company may adjust the preliminary purchase price allocations after obtaining more information about assets acquired and liabilities assumed at the date of acquisition. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Mar. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of significant accounting policies of the Company is presented to assist in understanding the Company’s consolidated financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America (“GAAP”) and have been consistently applied in the preparation of the accompanying consolidated financial statements. These consolidated financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity. Consolidation The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The audited consolidated financial statements include the financial condition and results of operations of our wholly-owned subsidiaries, where intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that impact the reported amounts of assets, liabilities, and expenses, and disclosure of contingent assets and liabilities in the financial statements and accompanying notes. Actual results could materially differ from those estimates. Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including: expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from those estimated amounts and assumptions used in the preparation of the financial statements. Revenue Recognition As of January 1, 2018, we adopted ASU NO. 2014-09, “Revenue from Contracts with Customers” Topic 606. The Company recognizes revenue upon delivery of goods to the customer at which time the Company’s performance obligation is satisfied at an amount that the Company expects to be entitled to in exchange for those goods in accordance with the five step analysis outlined in Topic 606: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) performance obligations are satisfied. Revenue includes product sales of limestone, aggregate materials and other transportation charges to customers net of discounts, allowance or taxes, as applicable. Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. As of March 31, 2020, the Company views its operations and manages its business as three operating segments, Aggregates Mining, Logistics and Rail Park development. Cash and Cash Equivalents The Company considers all highly liquid securities with original maturities of three months or less at the date of purchase to be cash equivalents. As of March 31, 2020, the Company had cash of $59,040 and no cash equivalents. The Company may occasionally maintain cash balances in excess of amounts insured by the Federal Deposit Insurance Corporation (“FDIC”). The amounts are held with major financial institutions and are monitored by management to mitigate credit risk. Restricted Cash As of March 31, 2020 the Company has $217,500 in restricted cash that is contractually obligated to be held on behalf of the Bureau of Land Management to be held for the rehabilitation costs of the Mid-Continent Quarry and conclusion of the mining at this location. Accounts Receivable Accounts receivables are recorded at the invoiced amount and do not bear interest. The Company analyzes collectability based on historical payment patterns and macroeconomic factors which may affect the customers’ industry. Past due balances over 90 days based on payment terms are reviewed individually for collectability. The Company does not have any off-balance sheet credit exposure related to its customers. Concentration of credit risk is limited to certain customers to whom we make substantial sales. As of March 31, 2020, the Company had one large customer that accounted for approximately 44% of our accounts receivable balance and 55% of our revenue. To reduce risk, we routinely assess the financial strength of our most significant customers, using standard credit risk evaluation methods with reference to publicly available and customer supplied information, and monitor the amounts owed and take appropriate action when necessary. As a result, we believe that accounts receivable credit risk exposure is limited. Inventory Inventories are valued at the lower of cost or market. Cost is determined by the weighted average method. Property, Plant and Equipment Property, plant and equipment are recorded at cost. Significant improvements are capitalized, while maintenance and repair expenses are charged to operations as incurred. The straight-line method of depreciation is used for substantially all of the assets for financial reporting purposes. Depletion of acquired mineral properties is determined pursuant to a unit-of-extraction method which provides for depletion of such costs over the productive life of the mineral properties. The unit-of-extraction rate is determined by computing the production for the period as a percentage of total estimated and recoverable limestone as of that period. Significant judgement is involved in the determination of the estimate of total recoverable limestone in the unit-of-extraction method. Our internal engineering estimates of total estimated and recoverable limestone is a key component in determination of the unit-of-extraction rate. Our estimates of the recoverable limestone may change, possibly in the near term, resulting in changes to depletion rates in future periods. During the years ended March 31, 2020 and 2019, depletion of mineral properties was approximately $6 ,735 and $ _9,000, respectively. We are considered an “exploration stage” company under the U.S. Securities and Exchange Commission (“SEC”) Industry Guide 7 as such the Company expenses any development costs as incurred. Land Under Development Land under development is recorded at cost. Significant improvements are capitalized, while maintenance and repair expenses are charged to operations as incurred. These costs relate to the ongoing development of the Rail Park. Lease Obligations On April 1, 2019, we adopted FASB ASU 2016-02, Leases: (Topic 842) (“ASU 2016-02”), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. For leases in which the Company is the lessee, the Company determined that the guidance has a material impact as the Company has three operating leases for office space. Two of these leases have greater than 12 months remaining on the term of these leases at the date of the adoption of this guidance and as such the Company recorded a right of use asset and a lease liability of $491,111 at the date of adoption. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The Company also is committed to a lease for a portable office space and for the use of a bull dozer within the Company’s aggregates operation. On adoption of the new lease accounting standard the Company recorded a right of use asset and lease liability of $35,625 for these leases. Equipment loan The Company has bought certain specialized mining and trucking equipment under finance terms. The financed equipment is recorded at cost at acquisition date. The straight-line method of depreciation is used for financial reporting purposes. Goodwill Goodwill represents the excess of a purchase price over the fair value of net tangible and identifiable intangible assets of the businesses acquired by the Company. Goodwill is tested for impairment annually or more often if impairment indicators are present at the reporting unit level. The Company has elected January 1st as its annual goodwill impairment assessment date. If the existence of events or circumstances indicates that it is more likely than not that fair values of the reporting units are below their carrying values, the Company performs additional impairment tests during interim periods to evaluate goodwill for impairment. Deposits Deposits consist of a security deposit in connection with various office leases. Impairment of Long-Lived Assets The Company evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Asset impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the asset. Any impairment losses are measured and recorded based on discounted estimated future cash flows and are charged to income on the Company's consolidated statements of operations. In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups. The Company's estimates of future cash flows are based on numerous assumptions, including expected commodity prices, production levels, capital requirements and estimated salvage values. It is possible that actual future cash flows will be significantly different than the estimates, as actual future quantities of recoverable material, future commodity prices, production levels and costs and capital are each subject to significant risks and uncertainties. As of March 31, 2020, the Company's mineral resources do not meet the definition of proven or probable reserves or value beyond proven or probable reserves and any potential revenue has been excluded from the cash flow assumptions. Accordingly, recoverability of the long-lived assets' capitalized cost is based primarily on estimated salvage values or alternative future uses. Accrued Reclamation Liability The Company incurs reclamation liabilities as part of its mining activities. Quarry activities require the removal and relocation of significant levels of overburden to access materials of usable quantity and quality. The same overburden material is used to reclaim depleted mine areas, which must be sloped to a certain gradient and seeded to prevent erosion in the future. Reclamation methods and requirements can differ depending on the quarry and state rules and regulations in existence for certain locations. As of March 31, 2020, the Company’s undiscounted reclamation obligations totaled approximately $222,081. This obligation is expected to be settled within the next 20 years. Reclamation costs resulting from the normal use of long-lived assets, either owned or leased, are recognized over the period the asset is in use. The obligation, which cannot be reduced by estimated offsetting cash flows, is recorded at fair value as a liability at the obligating event date and is accreted through charges to selling, general and administrative costs, inclusive of depreciation, depletion and amortization. The fair value is based on our estimate of the cost required for a third party to perform the legally required reclamation tasks including a reasonable profit margin. This fair value is also capitalized as part of the carrying amount of the underlying asset and depreciated over the estimated useful life of the asset. The mining reclamation reserve is based on management’s estimate of future cost requirements to reclaim property at its operating quarry site. Costs are estimated in current dollars and inflated until the expected time of payment using a future estimated inflation rate and then discounted back to present value using a credit-adjusted, risk-free rate on obligations of similar maturity adjusted to reflect our credit rating. The Company will review reclamation liabilities at least every three years for a revision to the cost or a change in the estimated settlement date. Additionally, reclamation liabilities are reviewed in the period in which a triggering event occurs that would result in either a revision to the cost or a change in the estimated settlement date. Examples of events that would trigger a change in the cost include a new reclamation law or amendment to an existing mineral lease. Examples of events that would cause a change in the estimated settlement date include the acquisition of additional reserves or early or delayed closure of a site. Any affect to earnings from cost revisions is included in cost of revenue. A reconciliation of the carrying amount of our accrued reclamation liabilities is as follows: Balance at April 1, 2019 $ 60,990 Liabilities incurred 40,590 Accretion expense 7,121 Balance at March 31, 2020 $ 108,701 Fair Value Measurements The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories: - Level 1: Quoted market prices in active markets for identical assets or liabilities - Level 2: Observable market-based inputs or inputs that are corroborated by market data - Level 3: Unobservable inputs that are not corroborated by market data The fair value of notes payable was $2,763,613 and $0 as at March 31, 2020 and March 31, 2019, respectively. Net Loss per Common Share Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period, without consideration for the potentially dilutive effects of converting stock options or restricted stock purchase rights outstanding. Diluted net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period and the potential dilutive effects of stock options or restricted stock purchase rights outstanding during the period determined using the treasury stock method. There are no such anti-dilutive common share equivalents outstanding as March 31, 2020 and 2019 which were excluded from the calculation of diluted loss per common share. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires, among other things, that deferred income taxes be provided for temporary differences between the tax bases of the Company’s assets and liabilities and their financial statement reported amounts. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A valuation allowance is recorded by the Company when it is more likely than not that some portion or all of a deferred tax asset will not be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, and ongoing prudent and feasible tax planning strategies in assessing the amount of the valuation allowance. When the Company establishes or reduces the valuation allowance against its deferred tax assets, its provision for income taxes will increase or decrease, respectively, in the period such determination is made. Additionally, the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefit recognized in the financial statements for a particular tax position is based on the largest benefit that is more likely than not to be realized upon settlement. Accordingly, the Company establishes reserves for uncertain tax positions. The Company has not recognized interest or penalties in its statement of operations and comprehensive loss since inception. Non-controlling Interests The Company’s non-controlling interests are interests in RMR Aggregates, Inc not owned by the Company. The Company evaluates whether non-controlling interests are subject to redemption features outside of its control. The amounts reported for non-controlling interests on the Company’s Consolidated Statements of Operations represent the portion of income or losses not attributable to the Company. On December 3, 2019, an accredited investor owning 5,263 shares of RMR Aggregates common stock elected to convert its common stock of RMR Aggregates in to 166,667 shares of RMRI Class B common stock, pursuant to an Equity Conversion Agreement between the accredited investor, RMR Aggregates and RMRI. Upon conversion, RMR Aggregates became a wholly owned subsidiary of RMRI. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company may use this extended transition period for complying with certain new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (i) no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). The main objective of ASU 2016-13 is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in ASU 2016-13 replace the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for "smaller reporting companies" (as defined by the Securities and Exchange Commission) for fiscal years beginning after December 15, 2022, including interim periods within those years, and must be adopted under a modified retrospective method approach. Entities may adopt ASU 2016-13 earlier as of the fiscal years beginning after December 15, 2018, including interim periods within those years. The Company is currently evaluating the provisions of this guidance and assessing its impact on the Company's financial statements and disclosures and does not believe this standard will have a material impact on the Company's financial statements and disclosures. In August 2018, the FASB issued Accounting Standards Update No. 2018-15, “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) - Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract,” (“ASU 2018-15”). The ASU aligns the accounting for implementation costs incurred in a hosting arrangement that is a service contract with the accounting for implementation costs incurred to develop or obtain internal-use software under ASC 350-40, in order to determine which costs to capitalize and recognize as an asset and which costs to expense. ASU 2018- 15 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2019, and can be applied either prospectively to implementation costs incurred after the date of adoption or retrospectively to all arrangements. The Company is currently evaluating the impact of the adoption of ASU 2018-15 on its consolidated financial statements in order to adopt the new standard in the first quarter of 2020. In November 2019, the FASB issued ASU 2019-11, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses” (“ASU 2019-11”). In May 2019, the FASB issued ASU 2019-05, “Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief.” In April 2019, the FASB issued ASU 2019-04, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments.” In November 2018, the FASB issued ASU 2018-19, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses.” These updates provide an option to irrevocably elect to measure certain individual financial assets at fair value instead of amortized cost and provide additional clarification and implementation guidance on certain aspects of the previously issued ASU 2016-13 and have the same effective date and transition requirements as ASU 2016-13. The effect of a prospective transition approach is to maintain the same amortized cost basis before and after the date of adoption. ASU 2016-13 is effective for the Company for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the effects the adoption of ASU 2019-11 will have on its consolidated financial statements and disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes ("ASU 2019-12"). The amendments in ASU 2019-12 simplify various aspects related to accounting for income taxes by removing certain exceptions contained in Topic 740 and also clarifies and amends existing guidance in Topic 740 to improve consistent application. ASU 2019-12 is effective for public business entities beginning after December 15, 2020, including interim periods within those years, and early adoption is permitted. The Company is currently evaluating the provisions of this guidance and assessing its impact on the Company's financial statements and disclosures and does not believe this standard will have a material impact on the Company's financial statements and disclosures. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Mar. 31, 2020 | |
GOING CONCERN | |
GOING CONCERN | NOTE C – GOING CONCERN The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to applicable laws and regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business. However, the Company does not have sufficient cash or other current assets, nor does it have an established and adequate source of revenues, to cover its operating costs and to allow it to continue as a going concern. As a result, the Company’s auditors issued a going concern opinion for the financial statements at March 31, 2020. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the business plan and eventually attain profitable operations. During the next year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with research and development. The Company may experience a cash shortfall and be required to raise additional capital. Historically, the Company has mostly relied upon funds from the sale of shares of stock and from acquiring loans to finance its operations and growth. Management may raise additional capital through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders. In the past year, the Company funded operations by using cash proceeds received through the issuance of common stock and proceeds from related party debt. For the coming year, the Company plans to continue to fund the Company through debt and securities sales and issuances until the company generates enough revenues through its operations as stated above. The Company is currently working through a number of opportunities to ensure the business will continue as a going concern. These include: 1. Rail Park FDP and Final Plat were unanimously approved by the Adams County Board of County Commissioners on September 1, 2020, paving the way for lot sales and construction. On January 14th, 2021, we sold an 83-acre lot to a Fortune 500 company. This user was the first of twelve available lots in the property. Lot sales will be a primary revenue driver for us with significant interest from many potential light and heavy industrial tenants. Construction will begin in April 2020 and will follow a phased approach from the south parcels to the rail served north parcels. 2. Construction commencement will include certain public infrastructure costs that will be reimbursed through the establishment of the Rocky Mountain Rail Park Metropolitan District. Reimbursement will be phased as specific infrastructure components are completed and worked through the process. The RMRP Metro District bond offering closed on April 15 th , 2021 raising total proceeds of $65,209,784, of which, $51,234,881 (project fund) will be directly used for public infrastructure construction at the Rail Park. 3. Potential expansion of the Mid-Continent Quarry, following the proper BLM process will allow for increased production volumes. Current operations are additionally being enhanced to provide for short term revenue and operational sustainability. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
Mar. 31, 2020 | |
ACCOUNTS RECEIVABLE | |
ACCOUNTS RECEIVABLE | NOTE D - ACCOUNTS RECEIVABLE Accounts Receivable at March 31, 2020 were $129,252 compared to $102,870 at March 31, 2019. The increase is due to an increase in production and product demand. No allowance has been recorded at this time as the Company remains confident of collection. |
INVENTORY
INVENTORY | 12 Months Ended |
Mar. 31, 2020 | |
INVENTORY | |
INVENTORY | NOTE E - INVENTORY Inventory, which primarily represents finished goods, packaging and fuel are valued at the lower of cost (average) or market. March 31, 2020 March 31, 2019 Blasted Rock $ 2,315 $ 41,021 Finished Goods — 923 Packaging 7,204 2,450 Propane and Fuel — 4,582 Total $ 9,520 $ 48,976 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Mar. 31, 2020 | |
PROPERTY, PLANT AND EQUIPMENT | |
PROPERTY, PLANT AND EQUIPMENT | NOTE F – PROPERTY, PLANT AND EQUIPMENT The following summarizes the Company's assets at March 31, 2020 and March 31, 2019 respectively: March 31, 2020 March 31, 2019 Recoverable Limestone $ 1,477,469 $ 1,477,469 Mill Equipment 1,273,395 1,287,743 Mining Equipment 336,934 336,934 Mobile Equipment 3,306,125 702,757 Capitalized Development Costs — — Property improvements 69,263 65,637 Truck and Trailer 146,870 146,870 Office Equipment 9,711 1,630 Total Fixed Assets 6,619,767 4,019,040 Less Accumulated Depreciation (1,261,669) (758,529) Property, plant and equipment, net of accumulated depreciation $ 5,358,098 $ 3,260,511 Years Depreciation rate Mill Equipment 3 – 15 6.7% - 33.3 % Mining Equipment 2 – 15 6.7% - 50.0 % Mobile Equipment 5 – 12 8.3% - 20.0 % Office Equipment 2 – 3 33.3% - 50.0 % |
NOTE PAYABLE
NOTE PAYABLE | 12 Months Ended |
Mar. 31, 2020 | |
NOTE PAYABLE | |
NOTE PAYABLE | NOTE G – NOTE PAYABLE On April 4, 2019 RMI entered into a Senior Unsecured Promissory Note with Bienville Capital Partners, LP, a New York based investment firm for $1,000,000. The note accrued to $1,250,000 at maturity on April 4, 2020. Subsequent to the date of this filing, the note was paid off with proceeds from an issuance of preferred stock. On April 26, 2019 RMR Logistics entered into an asset purchase agreement with H2K, LLC, a Colorado Limited liability company (“the seller”). Pursuant to the agreement which RMR Logistics acquired the sellers trucking assets. As a result of this acquisition RMR Logistics entered into a Term loan for $1,800,000. The loan matures on April 26 th , 2026 and accrues interest of 5.64% and is classified under long term liabilities, Note Payable, net of discount. Subsequent to the date of this filing, certain assets acquired in the sale were sold and used to pay down the term loan. |
TRANSACTIONS WITH RELATED PARTI
TRANSACTIONS WITH RELATED PARTIES | 12 Months Ended |
Mar. 31, 2020 | |
TRANSACTIONS WITH RELATED PARTIES | |
TRANSACTIONS WITH RELATED PARTIES | NOTE I – TRANSACTIONS WITH RELATED PARTIES On October 15, 2014, RMR IP (now known as RMR Logistics, Inc. (RMRL)), the Company’s subsidiary, entered into consulting agreements with each of Gregory Dangler, who is our current President, and Chad Brownstein, who is our current Chief Executive Officer, pursuant to which each of Mr. Dangler and Brownstein would provide services related to their roles as executive officers of the Company. The Company has accrued $1,315,000 for unpaid officers’ compensation expense in accordance with such consulting agreements through March 31, 2020. Under the terms of each consulting agreement, each consultant shall serve as an executive officer to the Company and receive monthly compensation of $35,000. The consulting agreements may be terminated by either party for breach or upon thirty days prior written notice. On October 15, 2014, RMRL entered into consulting agreements with each of Principio Management LLC, which holds 9,499,657 shares of Class A Common Stock of the Company (26.55%), and 77727111, LLC, is the owner of 10,791,701 shares of Class A Common Stock of the Company (30.16%), relating to certain services provided by each of these entities. Mr. Dangler is the sole owner of Principio Management LLC and Mr. Brownstein is the sole owner of 77727111, LLC. On January 31, 2020 the consulting agreement October 15, 2014 between Chad Brownstein and the Company was terminated. On January 31, 2020 the board resolved to pay Chad Brownstein monthly compensation of $35,000 a month for his services as Non-Executive Board Chairman. On January 31, 2020 On February 1, 2020 the Company entered into an employment agreement with Chad Brownstein for his Non-Executive services provided to the Company. The employment contract made be terminated at any time. On February 1, 2015, RMR IP entered into a management services agreement with Industrial Management LLC (“IM”), to provide services to RMR IP and affiliated entities, which include assistance in operational and administrative matters, identifying, analyzing, and structuring growth initiatives, and potential strategic acquisitions. Chad Brownstein, CEO of the Company, was a manager of IM. As compensation for these services, RMR IP will pay to IM an annual cash management fee in an amount equal to the greater of 2% of the Company’s annual gross revenues or $1,000,000, and a development fee with respect to any capital project incurred by RMR IP equal to 2% of total project costs. In addition, IM has the option to be assigned all available royalties from RMR IP’s mineral holdings, leases or interests greater than 75% of net revenue interests for all mineral rights or production of minerals. At IM’s sole discretion, it may choose to accept a preferred convertible security with a 15% dividend accruing quarterly in lieu of cash for some or all of the annual management fee, development fee and royalty assignments. Such preferred convertible securities shall be convertible into either Class A Common Stock or Class B Common Stock (as applicable) at a conversion price equal to fifty percent of the market price of the applicable Class B Common Stock on the day prior to the date of issuance. In addition, these preferred convertible securities are callable for a cash, for a period of six months following the date of issuance; provided, however, that if called, IM shall have the option to convert the called preferred stock into either Class A Common Stock or Class B Common Stock (as applicable) at a conversion price equal to sixty-six and two thirds percent of the market price of the applicable Class B Common Stock on the business day immediately preceding the issuance date of preferred stock, and will include a blocker provision. In connection with the management services agreement with IM, RMR IP entered into a registration rights agreement which requires RMR IP to register for resale any securities issued as consideration under the management services agreement. The registration rights agreements provide for both demand and piggy-back registration rights and requires that IM not transfer any shares of RMR IP during a 90 day period following the effective date of a registration statement. The registration rights agreement terminates when the shares held by IM become eligible for resale pursuant to Rule 144. On January 30, 2018, the Company entered into an Asset Purchase Agreement with IM and consummated the purchase of all the assets of IM, including any accrued payments payable to IM, for a total consideration of 882,352 shares of the Company’s Class B Common Stock. The share consideration represents an estimated fair value of $15,000,000. Following the closing of the transaction, the Company had no remaining liabilities or accrued payments owed to IM. |
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT | 12 Months Ended |
Mar. 31, 2020 | |
SHAREHOLDERS' DEFICIT | |
SHAREHOLDERS' DEFICIT | NOTE J – SHAREHOLDERS’ DEFICIT Reverse Stock Split On September 4, 2015, the Company implemented a reverse stock split of all of its authorized and issued and outstanding shares of Class B Common Stock in ratio of one-for-twenty. All historical and per share amounts have been adjusted to reflect the reverse stock split. Preferred Stock The Company has authorized 50,000,000 shares of preferred stock for issuance. At March 31, 2020, 43.27 shares of preferred stock were issued and outstanding. During the fiscal year ended March 31, 2020 the Company entered into subscription agreements with accredited investors to sell 37.77 shares of preferred stock for which the Company received $3,777,000 in gross proceeds. Pursuant to Warrant Exchange Agreement, the Company issued 5.50 share of preferred stock in exchange for terminating warrants to purchase up to 75,000 shares of Class B common stock at an exercise price between $12.50 - $15.00 per share. Common Stock The Company has authorized 2,100,000,000 shares of common stock for issuance, including 2,000,000,000 shares of Class A Common Stock, 100,000,000 shares of Class B Common Stock. At March 31, 2020 and March 31, 2019, the Company had 35,785,858 and 4,840,919 shares issued, and 35,785,858 and 4,032,752 shares outstanding of Class A Common Stock and Class B Common Stock, respectively. The holders of Class A Common Stock have the right to vote on all matters on which stockholders have the right to vote. The holders of Class B Common Stock have the right to vote solely on matters where the vote of such holders is explicitly required under Nevada law. The holders of Class A Common Stock and Class B Common stock have equal distribution rights, provided that distributions in securities shall be made in either identical securities or securities with similar voting characteristics. The holders of Class A Common Stock and Class B Common Stock are entitled to receive identical per-share consideration upon a merger, conversion or exchange of the Company with another entity, and have equal rights upon a dissolution, liquidation or winding-up of the Company. During the fiscal year ended March 31, 2020, accredited investors exercised warrants to purchase 175,000 shares of Class B Common Stock for which the Company received $3,125,000 in gross proceeds. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Mar. 31, 2020 | |
SHARE-BASED COMPENSATION | |
SHARE-BASED COMPENSATION | NOTE K – SHARE-BASED COMPENSATION The RMR Industrials, Inc. 2015 Equity Incentive Plan (the "2015 Plan"), authorizes the issuance of up to 30% of the outstanding shares of Common Stock at any time pursuant to awards made by the Company’s Board of Directors. As of March 31, 2020, there were 1,215,940 shares still available for future issuance under the 2015 Plan. Stock Options The Company grants stock options to certain employees that give them the right to acquire our Class B common stock under the 2015 Plan. The exercise price of options granted is equal to the closing price per share of our stock at the date of grant. The nonqualified options vest at a rate of 33% on each of the first three anniversaries of the grant date provided that the award recipient continues to be employed by us through each of those vesting dates and expire ten years from the date of grant. Valuation Assumptions for Stock Options During the three months ended December 31, 2016, the Company granted options to our employees to purchase an aggregate of 400,000 shares of our common stock, with estimated total grant-date fair values of $828,800. The Company recorded stock-based compensation related to stock options of $0 and $44,468 during the year ended March 31, 2020 and March 31, 2019, respectively. As of March 31, 2020, unamortized stock-based compensation was $0 related to unvested stock options. The grant date fair value was estimated at the date of grant using the Black-Scholes option pricing model, assuming no dividends and the following assumptions: November 21, 2016 Average risk-free interest rate 1.79 % Average expected life (in years) 5.0 Volatility 33.85 % Dividend yield 0.0 % Risk-Free Interest Rate : The risk-free interest rate is determined using the rate on treasury securities with the same term as the expected life of the stock option as of the grant date. Expected Term : We have limited historical information regarding expected option term. Accordingly, we determine the expected option term of the awards using the latest historical data available from comparable public companies and management’s expectation of exercise behavior. Expected Volatility : Stock volatility for each grant is measured using the weighted average of historical daily price changes of our competitors’ common stock over the most recent period equal to the expected option term of the awards. Expected Dividend : We have not paid any dividends and do not anticipate paying dividends in the foreseeable future. Stock Option Activity Weighted Grant Date Average Weighted Remaining Aggregate Stock Average Contractual Intrinsic Options Exercise Price Life (in Years) Value (1) Outstanding at April 1, 2019 200,000 $ 6.34 8.9 $ — Granted — Exercised — Forfeited — Expired — Outstanding at March 31, 2020 200,000 $ 6.34 8.9 $ — Vested and expected to vest March 31, 2020 0 Exercisable at March 31, 2020 200,000 $ 6.34 8.9 $ — Stock Awards On February 26, 2015, our Board of Directors and our stockholders approved and adopted the “2015 Plan”. The Plan permits us to grant a variety of forms of awards, including stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other stock-based awards, to allow us to adapt our incentive compensation program to meet our needs. The number of shares of our common stock that may be issued under the 2015 Plan to employees, directors and/or consultants in such awards is 2,550,558 shares as of March 31, 2020. Our Board of Directors currently serves as the administrator of the 2015 Plan. As of March 31, 2020, 1,367,118 shares have been issued under the 2015 Plan. During fiscal 2020 the Company granted 548,000 restricted shares of Class B Common Stock, with an aggregate grant date fair value of $11,125,006, to employees, directors and contractors. The restricted shares vest ratably over a three or four-year vesting period, subject to continued service. During fiscal 2020, 93,500 restricted shares of common stock were forfeited by employees. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Mar. 31, 2020 | |
INCOME TAXES | |
INCOME TAXES | NOTE L – INCOME TAXES There is no provision for income taxes because the Company has incurred operating losses since inception and has a full valuation allowance on its deferred tax asset. At March 31, 2020 and 2019 the Company has concluded that it is more likely than not that the Company may not realize the benefit of its deferred tax assets due to losses generated and uncertainties surrounding its ability to generate future taxable income. Accordingly, the net deferred tax assets have been fully reserved. Net deferred tax assets consist of the following components: March 31, 2020 March 31, 2019 Deferred tax asset: Net operating loss carryforwards $ 17,509,131 $ 13,963,112 Stock compensation 2,105,587 799,570 Fixed assets 639,918 1,270,689 Intangible assets 115,350 3,756 Accrued liabilities (896,782) (980,529) Charitable contributions 1,447 Deferred rent 24,635 11,886 State taxes - current 5,018 4,095 Deferred tax liabilities: State taxes - deferred (214,625) (214,625) Valuation allowance (19,289,679) (14,857,954) Net deferred tax asset $ — $ — The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income statutory tax rates to pretax loss from continuing operations as follows: March 31, 2020 Tax computed at federal statutory rate $ (2,623,730) State tax, net of federal tax benefit (1,071,120) Meals and entertainment 16,290 Debt discount amortization Stock for services 62,920 Change in valuation allowance 3,615,640 Net provision for income taxes $ — The Company has accumulated federal net operating loss carryovers of approximately $46,243,056 and state accumulated net operating loss carryover of approximately $45,831,156 as of March 31, 2020 which are available to reduce future taxable income. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for federal income tax reporting purposes may be subject to annual limitations. A change in ownership may limit the utilization of the net operating loss carry forwards in future years. The federal and state tax losses begin to expire in 2033. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Mar. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE M – COMMITMENTS AND CONTINGENCIES The Company has certain non-cancelable operating leases for office locations that are accounted for as liabilities under FASB ASU 2016-02, Leases: (Topic 842). Upon adoption on April 1, 2019 the Company determined that the guidance has a material impact as the Company has three operating leases for office space. Two of these leases have greater than 12 months remaining on the term of these leases at the date of the adoption of this guidance and as such the Company recorded a right of use asset and a lease liability of $491,111 at the date of adoption. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The Company also is committed to a lease for a portable office space and for the use of a Dozer within the Company’s aggregates operation. On adoption of the new lease accounting standard the Company recorded a right of use asset and lease liability of $35,625 for these leases. Future minimum lease commitments under these non-cancelable operating leases at March 31, 2020 are as follows: Lease Commitment 2021 277,886 2022 241,868 2023 — Total minimum lease payments $ 817,391 |
SELLING GENERAL AND ADMINISTRAT
SELLING GENERAL AND ADMINISTRATIVE COSTS | 12 Months Ended |
Mar. 31, 2020 | |
SELLING GENERAL AND ADMINISTRATIVE COSTS | |
SELLING GENERAL AND ADMINISTRATIVE COSTS | NOTE N-SELLING GENERAL AND ADMINISTRATIVE COSTS Selling general and administrative costs for the year ended March 31, 2020 period were $12,337,492 compared to $8,835,442 in the prior year. |
INTEREST EXPENSE
INTEREST EXPENSE | 12 Months Ended |
Mar. 31, 2020 | |
INTEREST EXPENSE | |
INTEREST EXPENSE | NOTE O- INTEREST EXPENSE The interest expense for the year ended March 31, 2020 was $368,212 compared to the prior year of $516,036 the decrease is the result of a note payable of $2,250,000 that was repaid on October 1, 2018. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Mar. 31, 2020 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE P– SUBSEQUENT EVENTS Effective January 29, 2021 Matthew Brown, Chief Financial Officer of Rocky Mountain Industrials, Inc., resigned from the Company. He does so without disagreement with the Company. Effective March 8, 2021, Brian Aratani was appointed as Chief Financial Officer (“CFO”) of Rocky Mountain Industrials, Inc. Refer to item 10 for Mr. Aratani’s Bio. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Mar. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Consolidation | Consolidation The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The audited consolidated financial statements include the financial condition and results of operations of our wholly-owned subsidiaries, where intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that impact the reported amounts of assets, liabilities, and expenses, and disclosure of contingent assets and liabilities in the financial statements and accompanying notes. Actual results could materially differ from those estimates. Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including: expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from those estimated amounts and assumptions used in the preparation of the financial statements. |
Revenue Recognition | Revenue Recognition As of January 1, 2018, we adopted ASU NO. 2014-09, “Revenue from Contracts with Customers” Topic 606. The Company recognizes revenue upon delivery of goods to the customer at which time the Company’s performance obligation is satisfied at an amount that the Company expects to be entitled to in exchange for those goods in accordance with the five step analysis outlined in Topic 606: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) performance obligations are satisfied. Revenue includes product sales of limestone, aggregate materials and other transportation charges to customers net of discounts, allowance or taxes, as applicable. |
Segment Reporting | Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. As of March 31, 2020, the Company views its operations and manages its business as three operating segments, Aggregates Mining, Logistics and Rail Park development. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid securities with original maturities of three months or less at the date of purchase to be cash equivalents. As of March 31, 2020, the Company had cash of $59,040 and no cash equivalents. The Company may occasionally maintain cash balances in excess of amounts insured by the Federal Deposit Insurance Corporation (“FDIC”). The amounts are held with major financial institutions and are monitored by management to mitigate credit risk. |
Restricted Cash | Restricted Cash As of March 31, 2020 the Company has $217,500 in restricted cash that is contractually obligated to be held on behalf of the Bureau of Land Management to be held for the rehabilitation costs of the Mid-Continent Quarry and conclusion of the mining at this location. |
Accounts Receivable | Accounts Receivable Accounts receivables are recorded at the invoiced amount and do not bear interest. The Company analyzes collectability based on historical payment patterns and macroeconomic factors which may affect the customers’ industry. Past due balances over 90 days based on payment terms are reviewed individually for collectability. The Company does not have any off-balance sheet credit exposure related to its customers. Concentration of credit risk is limited to certain customers to whom we make substantial sales. As of March 31, 2020, the Company had one large customer that accounted for approximately 44% of our accounts receivable balance and 55% of our revenue. To reduce risk, we routinely assess the financial strength of our most significant customers, using standard credit risk evaluation methods with reference to publicly available and customer supplied information, and monitor the amounts owed and take appropriate action when necessary. As a result, we believe that accounts receivable credit risk exposure is limited. |
Inventory | Inventory Inventories are valued at the lower of cost or market. Cost is determined by the weighted average method. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are recorded at cost. Significant improvements are capitalized, while maintenance and repair expenses are charged to operations as incurred. The straight-line method of depreciation is used for substantially all of the assets for financial reporting purposes. Depletion of acquired mineral properties is determined pursuant to a unit-of-extraction method which provides for depletion of such costs over the productive life of the mineral properties. The unit-of-extraction rate is determined by computing the production for the period as a percentage of total estimated and recoverable limestone as of that period. Significant judgement is involved in the determination of the estimate of total recoverable limestone in the unit-of-extraction method. Our internal engineering estimates of total estimated and recoverable limestone is a key component in determination of the unit-of-extraction rate. Our estimates of the recoverable limestone may change, possibly in the near term, resulting in changes to depletion rates in future periods. During the years ended March 31, 2020 and 2019, depletion of mineral properties was approximately $6 ,735 and $ _9,000, respectively. We are considered an “exploration stage” company under the U.S. Securities and Exchange Commission (“SEC”) Industry Guide 7 as such the Company expenses any development costs as incurred. |
Land Under Development | Land Under Development Land under development is recorded at cost. Significant improvements are capitalized, while maintenance and repair expenses are charged to operations as incurred. These costs relate to the ongoing development of the Rail Park. |
Lease Obligations | Lease Obligations On April 1, 2019, we adopted FASB ASU 2016-02, Leases: (Topic 842) (“ASU 2016-02”), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. For leases in which the Company is the lessee, the Company determined that the guidance has a material impact as the Company has three operating leases for office space. Two of these leases have greater than 12 months remaining on the term of these leases at the date of the adoption of this guidance and as such the Company recorded a right of use asset and a lease liability of $491,111 at the date of adoption. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The Company also is committed to a lease for a portable office space and for the use of a bull dozer within the Company’s aggregates operation. On adoption of the new lease accounting standard the Company recorded a right of use asset and lease liability of $35,625 for these leases. |
Equipment loan | Equipment loan The Company has bought certain specialized mining and trucking equipment under finance terms. The financed equipment is recorded at cost at acquisition date. The straight-line method of depreciation is used for financial reporting purposes. |
Goodwill | Goodwill Goodwill represents the excess of a purchase price over the fair value of net tangible and identifiable intangible assets of the businesses acquired by the Company. Goodwill is tested for impairment annually or more often if impairment indicators are present at the reporting unit level. The Company has elected January 1st as its annual goodwill impairment assessment date. If the existence of events or circumstances indicates that it is more likely than not that fair values of the reporting units are below their carrying values, the Company performs additional impairment tests during interim periods to evaluate goodwill for impairment. |
Deposits | Deposits Deposits consist of a security deposit in connection with various office leases. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Asset impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the asset. Any impairment losses are measured and recorded based on discounted estimated future cash flows and are charged to income on the Company's consolidated statements of operations. In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups. The Company's estimates of future cash flows are based on numerous assumptions, including expected commodity prices, production levels, capital requirements and estimated salvage values. It is possible that actual future cash flows will be significantly different than the estimates, as actual future quantities of recoverable material, future commodity prices, production levels and costs and capital are each subject to significant risks and uncertainties. As of March 31, 2020, the Company's mineral resources do not meet the definition of proven or probable reserves or value beyond proven or probable reserves and any potential revenue has been excluded from the cash flow assumptions. Accordingly, recoverability of the long-lived assets' capitalized cost is based primarily on estimated salvage values or alternative future uses. |
Accrued Reclamation Liability | Accrued Reclamation Liability The Company incurs reclamation liabilities as part of its mining activities. Quarry activities require the removal and relocation of significant levels of overburden to access materials of usable quantity and quality. The same overburden material is used to reclaim depleted mine areas, which must be sloped to a certain gradient and seeded to prevent erosion in the future. Reclamation methods and requirements can differ depending on the quarry and state rules and regulations in existence for certain locations. As of March 31, 2020, the Company’s undiscounted reclamation obligations totaled approximately $222,081. This obligation is expected to be settled within the next 20 years. Reclamation costs resulting from the normal use of long-lived assets, either owned or leased, are recognized over the period the asset is in use. The obligation, which cannot be reduced by estimated offsetting cash flows, is recorded at fair value as a liability at the obligating event date and is accreted through charges to selling, general and administrative costs, inclusive of depreciation, depletion and amortization. The fair value is based on our estimate of the cost required for a third party to perform the legally required reclamation tasks including a reasonable profit margin. This fair value is also capitalized as part of the carrying amount of the underlying asset and depreciated over the estimated useful life of the asset. The mining reclamation reserve is based on management’s estimate of future cost requirements to reclaim property at its operating quarry site. Costs are estimated in current dollars and inflated until the expected time of payment using a future estimated inflation rate and then discounted back to present value using a credit-adjusted, risk-free rate on obligations of similar maturity adjusted to reflect our credit rating. The Company will review reclamation liabilities at least every three years for a revision to the cost or a change in the estimated settlement date. Additionally, reclamation liabilities are reviewed in the period in which a triggering event occurs that would result in either a revision to the cost or a change in the estimated settlement date. Examples of events that would trigger a change in the cost include a new reclamation law or amendment to an existing mineral lease. Examples of events that would cause a change in the estimated settlement date include the acquisition of additional reserves or early or delayed closure of a site. Any affect to earnings from cost revisions is included in cost of revenue. A reconciliation of the carrying amount of our accrued reclamation liabilities is as follows: Balance at April 1, 2019 $ 60,990 Liabilities incurred 40,590 Accretion expense 7,121 Balance at March 31, 2020 $ 108,701 |
Fair Value Measurements | Fair Value Measurements The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories: - Level 1: Quoted market prices in active markets for identical assets or liabilities - Level 2: Observable market-based inputs or inputs that are corroborated by market data - Level 3: Unobservable inputs that are not corroborated by market data The fair value of notes payable was $2,763,613 and $0 as at March 31, 2020 and March 31, 2019, respectively. |
Net Loss per Common Share | Net Loss per Common Share Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period, without consideration for the potentially dilutive effects of converting stock options or restricted stock purchase rights outstanding. Diluted net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period and the potential dilutive effects of stock options or restricted stock purchase rights outstanding during the period determined using the treasury stock method. There are no such anti-dilutive common share equivalents outstanding as March 31, 2020 and 2019 which were excluded from the calculation of diluted loss per common share. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires, among other things, that deferred income taxes be provided for temporary differences between the tax bases of the Company’s assets and liabilities and their financial statement reported amounts. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A valuation allowance is recorded by the Company when it is more likely than not that some portion or all of a deferred tax asset will not be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, and ongoing prudent and feasible tax planning strategies in assessing the amount of the valuation allowance. When the Company establishes or reduces the valuation allowance against its deferred tax assets, its provision for income taxes will increase or decrease, respectively, in the period such determination is made. Additionally, the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefit recognized in the financial statements for a particular tax position is based on the largest benefit that is more likely than not to be realized upon settlement. Accordingly, the Company establishes reserves for uncertain tax positions. The Company has not recognized interest or penalties in its statement of operations and comprehensive loss since inception. |
Non-controlling Interests | Non-controlling Interests The Company’s non-controlling interests are interests in RMR Aggregates, Inc not owned by the Company. The Company evaluates whether non-controlling interests are subject to redemption features outside of its control. The amounts reported for non-controlling interests on the Company’s Consolidated Statements of Operations represent the portion of income or losses not attributable to the Company. On December 3, 2019, an accredited investor owning 5,263 shares of RMR Aggregates common stock elected to convert its common stock of RMR Aggregates in to 166,667 shares of RMRI Class B common stock, pursuant to an Equity Conversion Agreement between the accredited investor, RMR Aggregates and RMRI. Upon conversion, RMR Aggregates became a wholly owned subsidiary of RMRI. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company may use this extended transition period for complying with certain new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (i) no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). The main objective of ASU 2016-13 is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in ASU 2016-13 replace the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for "smaller reporting companies" (as defined by the Securities and Exchange Commission) for fiscal years beginning after December 15, 2022, including interim periods within those years, and must be adopted under a modified retrospective method approach. Entities may adopt ASU 2016-13 earlier as of the fiscal years beginning after December 15, 2018, including interim periods within those years. The Company is currently evaluating the provisions of this guidance and assessing its impact on the Company's financial statements and disclosures and does not believe this standard will have a material impact on the Company's financial statements and disclosures. In August 2018, the FASB issued Accounting Standards Update No. 2018-15, “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) - Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract,” (“ASU 2018-15”). The ASU aligns the accounting for implementation costs incurred in a hosting arrangement that is a service contract with the accounting for implementation costs incurred to develop or obtain internal-use software under ASC 350-40, in order to determine which costs to capitalize and recognize as an asset and which costs to expense. ASU 2018- 15 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2019, and can be applied either prospectively to implementation costs incurred after the date of adoption or retrospectively to all arrangements. The Company is currently evaluating the impact of the adoption of ASU 2018-15 on its consolidated financial statements in order to adopt the new standard in the first quarter of 2020. In November 2019, the FASB issued ASU 2019-11, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses” (“ASU 2019-11”). In May 2019, the FASB issued ASU 2019-05, “Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief.” In April 2019, the FASB issued ASU 2019-04, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments.” In November 2018, the FASB issued ASU 2018-19, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses.” These updates provide an option to irrevocably elect to measure certain individual financial assets at fair value instead of amortized cost and provide additional clarification and implementation guidance on certain aspects of the previously issued ASU 2016-13 and have the same effective date and transition requirements as ASU 2016-13. The effect of a prospective transition approach is to maintain the same amortized cost basis before and after the date of adoption. ASU 2016-13 is effective for the Company for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the effects the adoption of ASU 2019-11 will have on its consolidated financial statements and disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes ("ASU 2019-12"). The amendments in ASU 2019-12 simplify various aspects related to accounting for income taxes by removing certain exceptions contained in Topic 740 and also clarifies and amends existing guidance in Topic 740 to improve consistent application. ASU 2019-12 is effective for public business entities beginning after December 15, 2020, including interim periods within those years, and early adoption is permitted. The Company is currently evaluating the provisions of this guidance and assessing its impact on the Company's financial statements and disclosures and does not believe this standard will have a material impact on the Company's financial statements and disclosures. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of carrying amount of our accrued reclamation liabilities | Balance at April 1, 2019 $ 60,990 Liabilities incurred 40,590 Accretion expense 7,121 Balance at March 31, 2020 $ 108,701 |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
INVENTORY | |
Schedule of inventory | March 31, 2020 March 31, 2019 Blasted Rock $ 2,315 $ 41,021 Finished Goods — 923 Packaging 7,204 2,450 Propane and Fuel — 4,582 Total $ 9,520 $ 48,976 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
PROPERTY, PLANT AND EQUIPMENT | |
Schedule of property, plant and equipment | The following summarizes the Company's assets at March 31, 2020 and March 31, 2019 respectively: March 31, 2020 March 31, 2019 Recoverable Limestone $ 1,477,469 $ 1,477,469 Mill Equipment 1,273,395 1,287,743 Mining Equipment 336,934 336,934 Mobile Equipment 3,306,125 702,757 Capitalized Development Costs — — Property improvements 69,263 65,637 Truck and Trailer 146,870 146,870 Office Equipment 9,711 1,630 Total Fixed Assets 6,619,767 4,019,040 Less Accumulated Depreciation (1,261,669) (758,529) Property, plant and equipment, net of accumulated depreciation $ 5,358,098 $ 3,260,511 |
Schedule of useful life and depreciation rate of property plant and equipment | Years Depreciation rate Mill Equipment 3 – 15 6.7% - 33.3 % Mining Equipment 2 – 15 6.7% - 50.0 % Mobile Equipment 5 – 12 8.3% - 20.0 % Office Equipment 2 – 3 33.3% - 50.0 % |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
SHARE-BASED COMPENSATION | |
Schedule of share-based payment award, stock options, valuation assumptions | The grant date fair value was estimated at the date of grant using the Black-Scholes option pricing model, assuming no dividends and the following assumptions: November 21, 2016 Average risk-free interest rate 1.79 % Average expected life (in years) 5.0 Volatility 33.85 % Dividend yield 0.0 % |
Share-based compensation, stock options, activity | Stock Option Activity Weighted Grant Date Average Weighted Remaining Aggregate Stock Average Contractual Intrinsic Options Exercise Price Life (in Years) Value (1) Outstanding at April 1, 2019 200,000 $ 6.34 8.9 $ — Granted — Exercised — Forfeited — Expired — Outstanding at March 31, 2020 200,000 $ 6.34 8.9 $ — Vested and expected to vest March 31, 2020 0 Exercisable at March 31, 2020 200,000 $ 6.34 8.9 $ — |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
INCOME TAXES | |
Schedule of deferred tax assets and liabilities | Net deferred tax assets consist of the following components: March 31, 2020 March 31, 2019 Deferred tax asset: Net operating loss carryforwards $ 17,509,131 $ 13,963,112 Stock compensation 2,105,587 799,570 Fixed assets 639,918 1,270,689 Intangible assets 115,350 3,756 Accrued liabilities (896,782) (980,529) Charitable contributions 1,447 Deferred rent 24,635 11,886 State taxes - current 5,018 4,095 Deferred tax liabilities: State taxes - deferred (214,625) (214,625) Valuation allowance (19,289,679) (14,857,954) Net deferred tax asset $ — $ — |
Schedule of effective income tax rate reconciliation | The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income statutory tax rates to pretax loss from continuing operations as follows: March 31, 2020 Tax computed at federal statutory rate $ (2,623,730) State tax, net of federal tax benefit (1,071,120) Meals and entertainment 16,290 Debt discount amortization Stock for services 62,920 Change in valuation allowance 3,615,640 Net provision for income taxes $ — |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | |
Schedule of future minimum lease commitments under non-cancelable operating leases | Future minimum lease commitments under these non-cancelable operating leases at March 31, 2020 are as follows: Lease Commitment 2021 277,886 2022 241,868 2023 — Total minimum lease payments $ 817,391 |
FORMATION, CORPORATE CHANGES,_2
FORMATION, CORPORATE CHANGES, AND MATERIAL MERGERS AND ACQUISITIONS (Details) | Oct. 12, 2016item | Nov. 17, 2014USD ($)shares |
Formation Corporate Changes and Material Mergers And Acquisitions [Line Items] | ||
Number of BLM unpatented placer mining claims | 41 | |
Rocky Mountain Resource Holdings Inc [Member] | ||
Formation Corporate Changes and Material Mergers And Acquisitions [Line Items] | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 5,200,000 | |
Business Acquisition, Percentage of Voting Interests Acquired | 69.06% | |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ | $ 357,670 | |
Number of BLM unpatented placer mining claims | 41 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Mar. 31, 2020USD ($) | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Balance at April 1, 2019 | $ 60,990 |
Liabilities incurred | 40,590 |
Accretion expense | 7,121 |
Balance at September 30, 2019 | $ 108,701 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional information (Details) | Dec. 03, 2019shares | Apr. 01, 2019USD ($)lease | Mar. 31, 2020USD ($)segmentshares | Mar. 31, 2019USD ($)shares | Mar. 31, 2018USD ($) |
Number of Operating Segments | segment | 3 | ||||
Cash equivalents | $ 0 | ||||
Cash | 59,040 | $ 528,417 | $ 814,621 | ||
Restricted cash | 217,500 | 111,694 | |||
Lease Liability | 519,754 | ||||
Right of use asset | 519,754 | ||||
Fair value of notes payable | 2,763,613 | 0 | |||
Total accumulated amortization related to the leased equipment | 12 | 12 | |||
Undiscounted Reclamation Liability | $ 222,081 | ||||
Reclamation Liability Settlement Term | 20 years | ||||
Anti-dilutive common share equivalents excluded from the calculation of diluted loss per common share | shares | 0 | ||||
Accrued reclamation liability | $ 108,701 | $ 60,990 | |||
Common Class B [Member] | |||||
Conversion of Stock, Shares Issued | shares | 166,667 | 150,000 | |||
RMR Aggregates Shares [Member] | Common Class B [Member] | |||||
Conversion of Stock, Shares Issued | shares | 166,667 | ||||
Common Stock [Member] | RMR Aggregates Shares [Member] | |||||
Conversion of Stock, Shares Converted | shares | 5,263 | ||||
Accounting Standards Update 2016-02 [Member] | Revision of Prior Period, Adjustment [Member] | |||||
Number of operating leases | lease | 3 | ||||
Number of operating leases with greater than 12 months | lease | 2 | ||||
Accounting Standards Update 2016-02 [Member] | Revision of Prior Period, Adjustment [Member] | Two leases with greater than 12 months | |||||
Lease Liability | $ 491,111 | ||||
Right of use asset | 491,111 | ||||
Accounting Standards Update 2016-02 [Member] | Revision of Prior Period, Adjustment [Member] | Lease for portable office space | |||||
Lease Liability | 35,625 | ||||
Right of use asset | $ 35,625 | ||||
Mineral Properties [Member] | |||||
Depletion of mineral properties | $ 6,735 | $ 9,000 | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk, Percentage | 44.00% | ||||
Revenue [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk, Percentage | 55.00% |
GOING CONCERN (Details)
GOING CONCERN (Details) - Subsequent Event | Jan. 15, 2021USD ($) | Jan. 14, 2021propertya |
Subsequent Event [Line Items] | ||
Number of acres lot sold to Fortune 500 company | a | 83 | |
Number of lots available in property | property | 12 | |
Proceeds from RMRP Metro District bond offering | $ 65,209,784 | |
Project fund used for public infrastructure construction at the rail park | $ 51,234,881 |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) | Mar. 31, 2020 | Mar. 31, 2019 |
ACCOUNTS RECEIVABLE | ||
Accounts Receivable, Net, Current | $ 129,252 | $ 102,870 |
Allowance for Doubtful Accounts Receivable | $ 0 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) | Mar. 31, 2020 | Mar. 31, 2019 |
INVENTORY | ||
Blasted Rock | $ 2,315 | $ 41,021 |
Finished Goods | 923 | |
Packaging | 7,204 | 2,450 |
Propane and Fuel | 4,582 | |
Total | $ 9,520 | $ 48,976 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Total Fixed Assets | $ 6,619,767 | $ 4,019,040 |
Less Accumulated Depreciation | (1,261,669) | (758,529) |
Property, plant and equipment, net of accumulated depreciation | 5,358,098 | 3,260,511 |
Recoverable Limestone [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Fixed Assets | 1,477,469 | 1,477,469 |
Mill Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Fixed Assets | $ 1,273,395 | 1,287,743 |
Mill Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 3 years | |
Depreciation Rate | 6.70% | |
Mill Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 15 years | |
Depreciation Rate | 33.30% | |
Mining Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Fixed Assets | $ 336,934 | 336,934 |
Mining Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 2 years | |
Depreciation Rate | 6.70% | |
Mining Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 15 years | |
Depreciation Rate | 50.00% | |
Mobile Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Fixed Assets | $ 3,306,125 | 702,757 |
Mobile Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 5 years | |
Depreciation Rate | 8.30% | |
Mobile Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 12 years | |
Depreciation Rate | 20.00% | |
Capitalized Development Costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Fixed Assets | $ 0 | 0 |
Property improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Fixed Assets | 69,263 | 65,637 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Fixed Assets | $ 9,711 | 1,630 |
Office Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 2 years | |
Depreciation Rate | 33.30% | |
Office Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 3 years | |
Depreciation Rate | 50.00% | |
Truck and Trailer [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Fixed Assets | $ 146,870 | $ 146,870 |
NOTE PAYABLE (Details)
NOTE PAYABLE (Details) - USD ($) | Apr. 26, 2019 | Apr. 04, 2019 |
Asset Purchase Agreement [Member] | H2K, LLC [Member] | Term loan [Member] | ||
Debt Instrument, Face Amount | $ 1,800,000 | |
Debt Instrument, Maturity Date | Apr. 26, 2026 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.64% | |
Unsecured Debt [Member] | Bienville Capital Partners, LP [Member] | ||
Debt Instrument, Face Amount | $ 1,000,000 | |
Notes Payable | $ 1,250,000 |
TRANSACTIONS WITH RELATED PAR_2
TRANSACTIONS WITH RELATED PARTIES (Details) - USD ($) | Jan. 31, 2020 | Oct. 15, 2014 | Mar. 31, 2020 |
Related Party Transaction [Line Items] | |||
Number of days prior written notice for termination of consulting agreements | 30 days | ||
Industrial Management Llc [Member] | |||
Related Party Transaction [Line Items] | |||
Management Fee, Description | annual cash management fee in an amount equal to the greater of 2% of the Company's annual gross revenues or $1,000,000 | ||
Royalty Percentage | 75.00% | ||
Preferred Stock, Dividend Rate, Percentage | 15.00% | ||
Industrial Management Llc [Member] | Common Class B [Member] | |||
Related Party Transaction [Line Items] | |||
Stock Issued During Period, Shares, Acquisitions | 882,352 | ||
Stock Issued During Period, Value, Acquisitions | $ 15,000,000 | ||
Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Officers' Compensation | 35,000 | ||
Chief Executive Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Accrued Salaries, Current | $ 1,315,000 | ||
Non Executive Board Chairman [Member] | |||
Related Party Transaction [Line Items] | |||
Officers' Compensation | $ 35,000 | ||
Principio Management LLC [Member] | Common Class A [Member] | |||
Related Party Transaction [Line Items] | |||
Shares held by related party in company's subsidiary | 9,499,657 | ||
Percentage of ownership interest held by related party in company's subsidiary | 26.55% | ||
77727111, LLC | Common Class A [Member] | |||
Related Party Transaction [Line Items] | |||
Shares held by related party in company's subsidiary | 10,791,701 | ||
Percentage of ownership interest held by related party in company's subsidiary | 30.16% |
SHAREHOLDERS' DEFICIT (Details)
SHAREHOLDERS' DEFICIT (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Shares Issued | 43.27 | 43.27 |
Preferred Stock, Shares Outstanding | 43.27 | 0 |
Proceeds from Issuance of Common Stock | $ 3,124,763 | $ 7,523,761 |
Common Stock [Member] | ||
Common Stock, Shares Authorized | 2,100,000,000 | 2,100,000,000 |
Common Stock [Member] | Note Purchase Agreement [Member] | ||
Proceeds from Issuance of Common Stock | $ 3,777,000 | |
Purchase to Offer and Sell Preferred Stock | 37.77 | |
Common Class A [Member] | ||
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 |
Common Stock, Shares, Issued | 35,785,858 | 35,785,858 |
Common Stock, Shares, Outstanding | 35,785,858 | 35,785,858 |
Common Class B [Member] | ||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 4,840,919 | 4,032,752 |
Common Stock, Shares, Outstanding | 4,840,919 | 4,032,752 |
Sale of Stock, Number of Shares Issued in Transaction | 175,000 | |
Proceeds from Issuance of Common Stock | $ 3,125,000 | |
Common Class B [Member] | Note Purchase Agreement [Member] | ||
Purchase to Offer and Sell Preferred Stock | 5.50 | |
Purchase of Preferred Stock | 75,000 | |
Common Class B [Member] | Minimum [Member] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 12.50 | |
Common Class B [Member] | Maximum [Member] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 15 |
SHARE-BASED COMPENSATION - (Det
SHARE-BASED COMPENSATION - (Details) - USD ($) | Feb. 26, 2015 | Dec. 31, 2016 | Mar. 31, 2020 | Mar. 31, 2019 |
Share based Compensation Arrangement By Share based Payment Award Options Granted Total Grant Date Fair Value | $ 828,800 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | |||
Stock or Unit Option Plan Expense | $ 0 | $ 44,468 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 0 | |||
Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 400,000 | |||
2015 Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum | 30.00% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 1,215,940 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 2,550,558 | 1,367,118 | ||
Non Qualified Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.00% | |||
Restricted Stock [Member] | 2015 Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 93,500 | |||
Restricted Stock [Member] | Minimum [Member] | 2015 Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||
Restricted Stock [Member] | Maximum [Member] | 2015 Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |||
Common Class B [Member] | Restricted Stock [Member] | 2015 Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 548,000 | |||
Share Based Compensation Arrangement By Share Based Payment Award Other than Options Granted Total Grant Date Fair Value | $ 11,125,006 |
SHARE-BASED COMPENSATION - Stoc
SHARE-BASED COMPENSATION - Stock option activity (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
SHARE-BASED COMPENSATION | ||
Stock Option, Outstanding Beginning Balance | shares | 200,000 | |
Stock Option, Granted | shares | 0 | |
Stock Option, Exercised | shares | 0 | |
Stock Option, Forfeited | shares | 0 | |
Stock Option, Expired | shares | 0 | |
Stock Option, Ending Balance | shares | 200,000 | 200,000 |
Stock Option, Vested and Expected to Vest | shares | 0 | |
Stock Option, Exercisable | shares | 200,000 | |
Grant Date Weighted Average Exercise Price, Outstanding Beginning Balance | $ 6.34 | |
Grant Date Weighted Average Exercise Price, Granted | 0 | |
Grant Date Weighted Average Exercise Price, Exercised | 0 | |
Grant Date Weighted Average Exercise Price, Forfeited | 0 | |
Grant Date Weighted Average Exercise Price, Expired | 0 | |
Grant Date Weighted Average Exercise Price, Outstanding Ending Balance | 6.34 | $ 6.34 |
Grant Date Weighted Average Exercise Price, Vested and expected to vest | 0 | |
Grant Date Weighted Average Exercise Price, Exercisable | $ 6.34 | |
Weighted Average Remaining Contractual in Years, Outstanding Ending | 8 years 10 months 24 days | 8 years 10 months 24 days |
Weighted Average Remaining Contractual in Years, Vested and expected to vest | 0 years | |
Weighted Average Remaining Contractual in Years, Exercisable | 8 years 10 months 24 days | |
Aggregate Intrinsic Value, Outstanding | $ 0 | |
Aggregate Intrinsic Value, Vested and expected to Vest | 0 | |
Aggregate Intrinsic Value, Exercisable | $ 0 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details) | 1 Months Ended |
Nov. 21, 2016 | |
SHARE-BASED COMPENSATION | |
Average risk-free interest rate | 1.79% |
Average expected life (in years) | 5 years |
Volatility | 33.85% |
Dividend yield | 0.00% |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Mar. 31, 2020 | Mar. 31, 2019 |
Deferred tax asset: | ||
Net operating loss carryforwards | $ 17,509,131 | $ 13,963,112 |
Stock compensation | 2,105,587 | 799,570 |
Fixed assets | 639,918 | 1,270,689 |
Intangible assets | 115,350 | 3,756 |
Accrued liabilities | (896,782) | (980,529) |
Charitable contributions | 1,447 | 0 |
Deferred rent | 24,635 | 11,886 |
State taxes - current | 5,018 | 4,095 |
Deferred tax liabilities: | ||
State taxes - deferred | (214,625) | (214,625) |
Valuation allowance | (19,289,679) | (14,857,954) |
Net deferred tax asset | $ 0 | $ 0 |
INCOME TAXES - Statutory tax ra
INCOME TAXES - Statutory tax rates (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
INCOME TAXES | ||
Tax computed at federal statutory rate | $ (2,623,730) | |
State tax, net of federal tax benefit | (1,071,120) | |
Meals and entertainment | (16,290) | |
Stock for services | 62,920 | |
Change in valuation allowance | 3,615,640 | |
Net provision for income taxes | $ (861) | $ 0 |
INCOME TAXES - Additional infor
INCOME TAXES - Additional information (Details) | 12 Months Ended |
Mar. 31, 2020USD ($) | |
Foreign Tax Authority [Member] | |
Operating Loss Carryforwards | $ 46,243,056 |
State and Local Jurisdiction [Member] | |
Operating Loss Carryforwards | $ 45,831,156 |
Federal and State Tax Authority [Member] | |
Operating Loss Carryforwards Expiration Period | 2033 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) | Mar. 31, 2020USD ($) |
COMMITMENTS AND CONTINGENCIES | |
2021 | $ 277,886 |
2022 | 241,868 |
Total minimum lease payments | $ 817,391 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional information - NEW (Details) | Apr. 01, 2019USD ($)lease | Mar. 31, 2020USD ($) |
Operating Leased Assets [Line Items] | ||
Lease Liability | $ 519,754 | |
Right of use asset | $ 519,754 | |
Accounting Standards Update 2016-02 [Member] | Revision of Prior Period, Adjustment [Member] | ||
Operating Leased Assets [Line Items] | ||
Number of operating leases | lease | 3 | |
Number of operating leases with greater than 12 months | lease | 2 | |
Accounting Standards Update 2016-02 [Member] | Revision of Prior Period, Adjustment [Member] | Two leases with greater than 12 months | ||
Operating Leased Assets [Line Items] | ||
Lease Liability | $ 491,111 | |
Right of use asset | 491,111 | |
Accounting Standards Update 2016-02 [Member] | Revision of Prior Period, Adjustment [Member] | Lease for portable office space | ||
Operating Leased Assets [Line Items] | ||
Lease Liability | 35,625 | |
Right of use asset | $ 35,625 |
SELLING GENERAL AND ADMINISTR_2
SELLING GENERAL AND ADMINISTRATIVE COSTS (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
SELLING GENERAL AND ADMINISTRATIVE COSTS | ||
Selling, General and Administrative Expense | $ 12,337,492 | $ 8,835,442 |
INTEREST EXPENSE (Details)
INTEREST EXPENSE (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Oct. 01, 2018 | |
INTEREST EXPENSE | |||
Notes Repaid | $ 2,250,000 | ||
Interest expense, net | $ (368,212) | $ (516,036) |