Document And Entity Information
Document And Entity Information | 9 Months Ended |
Jun. 30, 2015 | |
Document Information [Line Items] | |
Entity Registrant Name | RMR Industrials, Inc. |
Entity Central Index Key | 1,556,179 |
Entity Filer Category | Smaller Reporting Company |
Document Type | S1 |
Amendment Flag | false |
Document Period End Date | Jun. 30, 2015 |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) | Jun. 30, 2015 | Jan. 31, 2015 |
Current assets | ||
Cash | $ 4,798 | $ 1,767 |
Total current assets | 4,798 | 1,767 |
Intangible asset, net | 1,489 | 12,463 |
Total assets | 6,287 | 14,230 |
Current liabilities | ||
Accounts payable | 78,081 | |
Accounts payable, related party | 714,120 | 174,984 |
Accrued liabilities related party | 595,743 | 245,000 |
Total liabilities | 1,387,944 | 419,984 |
Stockholders' Deficit | ||
Preferred stock, $0.001 par value, 50,000,000 shares authorized and none issued and outstanding | 0 | |
Common stock subscribed | (3,031) | |
Additional paid-in capital | (47,875) | 358 |
Accumulated deficit | (1,385,712) | (407,521) |
Total stockholders’ deficit | (1,381,657) | (405,754) |
Total liabilities and stockholders’ deficit | 6,287 | 14,230 |
Common Class A [Member] | ||
Stockholders' Deficit | ||
Common stock | 35,786 | 3,579 |
Common Class B [Member] | ||
Stockholders' Deficit | ||
Common stock | $ 16,144 | $ 861 |
Consolidated Balance Sheet _Par
Consolidated Balance Sheet [Parenthetical] - $ / shares | Jun. 30, 2015 | Jan. 31, 2015 |
Common stock, shares authorized | 4,000,000,000 | 600,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock, par value per share | $ 0.001 | $ 0.0001 |
Common stock, shares authorized | 2,000,000,000 | 100,000,000 |
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 value per share | $ 0.001 | $ 0.0001 |
Common stock, shares authorized | 2,000,000,000 | 450,000,000 |
Common stock, shares issued | 16,144,142 | 8,614,142 |
Common stock, shares outstanding | 16,144,142 | 8,614,142 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - Class of Stock [Domain] - USD ($) | 3 Months Ended | 4 Months Ended | 9 Months Ended |
Jun. 30, 2015 | Jan. 31, 2015 | Jun. 30, 2015 | |
Operating Expenses | |||
Selling, general and administrative | $ 537,248 | $ 407,521 | $ 1,385,712 |
Loss from operations | (537,248) | (407,521) | (1,385,712) |
Other income and expense | 0 | 0 | 0 |
Loss before income tax provision | (537,248) | (407,521) | (1,385,712) |
Income tax provision | 0 | 0 | 0 |
Net loss | $ (537,248) | $ (407,521) | $ (1,385,712) |
Basic and diluted loss per common share | $ (0.01) | $ (0.50) | $ (0.05) |
Weighted average shares outstanding | 51,930,000 | 822,222 | 29,748,024 |
Statement Of Stockholders' Equi
Statement Of Stockholders' Equity - USD ($) | Total | Common Stock [Member]Common Class A [Member] | Common Stock [Member]Common Class B [Member] | Common Stock Subscribed [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit during Development Stage [Member] |
Balance at Oct. 14, 2014 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance (in shares) at Oct. 14, 2014 | 0 | 0 | ||||
Issuance of common stock through subscription, Value | 1,767 | $ 3,579 | $ 861 | (3,031) | 358 | 0 |
Issuance of common stock through subscription, Shares | 35,785,858 | 8,614,142 | ||||
Net loss for the period ended January 31, 2015 | (407,521) | $ 0 | $ 0 | 0 | 0 | (407,521) |
Balance at Jan. 31, 2015 | (405,754) | $ 3,579 | $ 861 | (3,031) | 358 | (407,521) |
Balance (in shares) at Jan. 31, 2015 | 35,785,858 | 8,614,142 | ||||
Balance at Oct. 14, 2014 | 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance (in shares) at Oct. 14, 2014 | 0 | 0 | ||||
Net loss for the period ended January 31, 2015 | (1,385,712) | |||||
Balance at Jun. 30, 2015 | $ (1,381,657) |
Consolidated Statement Of Cash
Consolidated Statement Of Cash Flows - USD ($) | 4 Months Ended | 9 Months Ended |
Jan. 31, 2015 | Jun. 30, 2015 | |
Cash flow from operating activities | ||
Net loss | $ (407,521) | $ (1,385,712) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Amortization expense | 11,912 | 22,886 |
Changes in operating assets and liabilities | ||
Accounts payable | 78,081 | |
Accounts payable, related parties | 150,609 | 689,745 |
Accrued liabilities, related parties | 245,000 | 595,000 |
Net cash used in operating activities | 0 | 0 |
Net cash used in investing activities | 0 | |
Proceeds from issuance of common stock | 1,767 | 4,798 |
Net cash provided by financing activities | 1,767 | 4,798 |
Net increase in cash | 1,767 | 4,798 |
Cash at beginning of period | 0 | 0 |
Cash at end of period | 1,767 | 4,798 |
Supplemental cash flow information | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Supplemental disclosure of non-cash transactions | ||
Stock Issued During Period, Value, New Issues | 1,767 | |
Stock Issued During Period, Value, Acquisitions | 24,375 | 24,375 |
Common Stock Subscription Agreements [Member] | ||
Supplemental disclosure of non-cash transactions | ||
Stock Issued During Period, Value, New Issues | $ 3,031 | $ 3,031 |
Common Class A [Member] | Common Stock Subscription Agreements [Member] | ||
Supplemental disclosure of non-cash transactions | ||
Stock Issued During Period, Shares, New Issues | 26,286,201 | 26,286,201 |
Common Class B [Member] | Common Stock Subscription Agreements [Member] | ||
Supplemental disclosure of non-cash transactions | ||
Stock Issued During Period, Shares, New Issues | 1,390,000 | 1,390,000 |
FORMATION, CORPORATE CHANGES AN
FORMATION, CORPORATE CHANGES AND MATERIAL MERGERS AND ACQUISITIONS | 9 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | 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 LLC, a Nevada limited liability company (the “Purchaser”) became the majority shareholder of Online Yearbook, by acquiring 5,200,000 69.06 357,670 RMR Industrials, Inc. (the “Company” or “RMRI”) seeks to acquire and consolidate complimentary industrial assets. Typically these small to mid sized assets are the core manufacturer and supplier of specific bulk commodity minerals and chemicals distributed to the global manufacturer industry. RMRI’s consolidation strategy is to assemble a portfolio of mature and value-add industrial commodities businesses to generate scalable enterprises with a vast 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 complimentary 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. The Merger Agreement includes customary representations, warranties and covenants made by the Company, Merger Sub and RMR IP as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the Merger Agreement and are not intended to provide factual, business, or financial information about the Company, Merger Sub and RMR IP. Moreover, some of those representations and warranties (i) may not be accurate or complete as of any specified date, (ii) may be subject to a contractual standard of materiality different from those generally applicable to shareholders or different from what a shareholder might view as material, (iii) may have been used for purposes of allocating risk among the Company, Merger Sub and RMR IP, rather than establishing matters as facts, and/or (iv) may have been qualified by certain disclosures not reflected in the Merger Agreement that were made to the other party in connection with the negotiation of the Merger Agreement and generally were solely for the benefit of the parties to the Merger Agreement. For financial reporting purposes, the Merger represents a “reverse merger” rather than a business combination and RMR IP is deemed to be the accounting acquirer in the transaction. Consequently, the assets and liabilities and the historical operations that will be reflected in the Company’s future financial statements will be those of RMR IP. The Company’s assets, liabilities and results of operations will be 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 will be replaced with the historical financial statements of RMR IP before the Merger in all future filings with the SEC. On March 10, 2015, we formed United States Talc and Minerals Inc. (“US Talc and Minerals”), incorporated in the State of Nevada as a wholly-owned subsidiary of the Company for the purpose of facilitating future acquisitions. Basis of Presentation and Consolidation The accompanying unaudited consolidated financial statements for the period ended June 30, 2015 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information in accordance with Securities and Exchange Commission (SEC) Regulation S-X rule 8-03. The unaudited consolidated financial statements include the financial condition and results of operations of our wholly-owned subsidiary, US Talc and Minerals, where intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the unaudited consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of June 30, 2015 and the results of operations and cash flows for the periods then ended. The financial data and other information disclosed in these notes to the interim consolidated financial statements related to the period are unaudited. |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 4 Months Ended |
Jan. 31, 2015 | |
Accounting Policies [Abstract] | |
Business Description and Basis of Presentation [Text Block] | 1. Organization and Basis of Presentation RMR IP (the “Company”) was incorporated on October 15, 2014 as a Nevada corporation. RMR IP was formed to acquire and consolidate complimentary industrial commodity assets through capitalizing on the volatile oil market, down cycles in commodity markets, and other ancillary opportunities. Typically these assets are the core manufacturer and supplier of specific bulk commodity minerals, chemicals and petrochemicals distributed to the global manufacturing industry. The Company’s consolidation strategy is to assemble a portfolio of mature and value-add industrial commodities businesses to generate scalable enterprises with a large portfolio of products and services addressing a common and stable customer base. The Company is focused on managing the supply chain in order to offer a large and diverse set of products and services. The cash flows generated by the businesses that we will operate will provide us with the ability to pursue further acquisitions in order to build on our existing segments, or to establish a new business platform for future growth. We plan to employ a disciplined approach to identify and evaluate potential acquisitions, only pursuing those that meet our financial and strategic criteria. We believe our discipline throughout the acquisition process will maximize the chances of long-term success. At January 31, 2015, the Company had cash of $1,767, and a working capital deficit of $418,217. Successful transition to attaining profitable operations is dependent upon achieving a level of revenues adequate to support the Company’s cost structure. The Company’s net loss and working capital deficit raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements for the period from October 15, 2014 (inception) through January 31, 2015 do not include any adjustments to reflect the possible future effects of the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern. The Company may never become profitable, or if it does, it may not be able to sustain profitability on a recurring basis. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 4 Months Ended | 9 Months Ended |
Jan. 31, 2015 | Jun. 30, 2015 | |
Accounting Policies [Abstract] | ||
Significant Accounting Policies [Text Block] | 3. Summary of Significant Accounting Policies The accompanying combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. 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. 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. The Company views its operations and manages its business as one operating segment. 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 January 31, 2015, the Company had cash of $ 1,767 Intangible assets are stated at cost and consist of an option contract. Amortization is computed on the straight-line method over the estimated useful or contractual life of these assets, whichever is shorter. : January 31, 2015 Option Contract $ 24,375 Accumulated Amortization (11,912) Option Contract, Net $ 12,463 The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. Factors considered include: • Significant changes in the operational performance or manner of use of acquired assets or the strategy for our overall business, • Significant negative market conditions or economic trends, and • Significant technological changes or legal factors which may render the asset obsolete. The Company evaluated long-lived assets based upon an estimate of future undiscounted cash flows. Recoverability of these assets is measured by comparing the carrying value to the future net undiscounted cash flows expected to be generated by the asset. An impairment loss is recognized when the carrying value exceeds the undiscounted future cash flows estimated to result from the use and eventual disposition of the asset. Future net undiscounted cash flows include estimates of future revenues and expenses which are based on projected growth rates. The Company continually uses judgment when applying these impairment rules to determine the timing of the impairment tests, the undiscounted cash flows used to assess impairments and the fair value of a potentially impaired asset. 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 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 January 31, 2015 which were excluded from the calculation of diluted loss per common share. 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. The Financial Accounting Standards Board recently issued Accounting Standards Update (ASU) 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Financial Accounting Standards Board recently issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, which eliminates the financial reporting distinction of being a development stage entity within U.S. generally accepted accounting principles. Accordingly, the ASU eliminates the incremental requirements for development stage entities to (a) present inception-to-date information in the statements of income, cash flows and shareholder’s equity, (b) label the financial statements as those of a development stage entity, (c) disclose a description of the development stage activities in which the entity is engaged and (d) disclose in the first year in which the development stage entity that in prior years it had been in the development stage. The amendments related to the elimination of inception-to-date information should be applied retrospectively. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early application of each of these amendments is permitted for any annual reporting period or interim period for which the entity’s financials statements has not yet been issued. The Company has elected early application of these amendments in these financial statements. Management believes recently issued accounting pronouncements will have no impact on the financial statements of the Company. | 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. 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. 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. The Company views its operations and manages its business as one operating segment. 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 June 30, 2015, the Company had cash of $ 4,798 : June 30, 2015 (Unaudited) Option Contract $ 24,375 Accumulated Amortization (22,886) Option Contract, Net $ 1,489 The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. Factors considered include: • Significant changes in the operational performance or manner of use of acquired assets or the strategy for our overall business, • Significant negative market conditions or economic trends, and • Significant technological changes or legal factors which may render the asset obsolete. The Company evaluated long-lived assets based upon an estimate of future undiscounted cash flows. Recoverability of these assets is measured by comparing the carrying value to the future net undiscounted cash flows expected to be generated by the asset. An impairment loss is recognized when the carrying value exceeds the undiscounted future cash flows estimated to result from the use and eventual disposition of the asset. Future net undiscounted cash flows include estimates of future revenues and expenses which are based on projected growth rates. The Company continually uses judgment when applying these impairment rules to determine the timing of the impairment tests, the undiscounted cash flows used to assess impairments and the fair value of a potentially impaired asset. 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 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 June 30, 2015 which were excluded from the calculation of diluted loss per common share. 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. The Financial Accounting Standards Board recently issued Accounting Standards Update (ASU) 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Financial Accounting Standards Board recently issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, which eliminates the financial reporting distinction of being a development stage entity within U.S. generally accepted accounting principles. Accordingly, the ASU eliminates the incremental requirements for development stage entities to (a) present inception-to-date information in the statements of income, cash flows and shareholder’s equity, (b) label the financial statements as those of a development stage entity, (c) disclose a description of the development stage activities in which the entity is engaged and (d) disclose in the first year in which the development stage entity that in prior years it had been in the development stage. The amendments related to the elimination of inception-to-date information should be applied retrospectively. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early application of each of these amendments is permitted for any annual reporting period or interim period for which the entity’s financials statements has not yet been issued. The Company has elected early application of these amendments in these financial statements. Management believes recently issued accounting pronouncements will have no impact on the financial statements of the Company. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Jun. 30, 2015 | |
Going Concern [Abstract] | |
Going Concern [Text Block] | 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. However, the Company does not have significant cash or other current assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. 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 laws or 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. 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. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern. 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, it has mostly relied upon internally generated funds and 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 the operations as stated above. |
TRANSACTIONS WITH RELATED PARTI
TRANSACTIONS WITH RELATED PARTIES | 4 Months Ended | 9 Months Ended |
Jan. 31, 2015 | Jun. 30, 2015 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions Disclosure [Text Block] | 4. Transactions with Related Parties Since inception, the Company accrued $174,984 in amounts owed to related parties for services performed or reimbursement of costs on behalf of the Company. In addition, the Company has accrued $245,000 for unpaid officers’ compensation expense in accordance with consulting agreements with our Chief Executive Officer and President. 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. | NOTE D TRANSACTIONS WITH RELATED PARTIES Since inception, the Company accrued $ 714,120 595,000 35,000 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. 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 15 |
RESTATEMENT
RESTATEMENT | 4 Months Ended |
Jan. 31, 2015 | |
Restatement Of Prior Financial Statement [Abstract] | |
Restatement Of Prior Financial Statement [Text Block] | 2. Restatement The Company has restated its previously issued Statement of Cash Flows for the period from October 15, 2014 (inception) through January 31, 2015 to correct for an error in its presentation of a non-cash acquisition of an intangible asset. The Company restated its acquisition of an intangible asset of $ 24,375 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 4 Months Ended | 9 Months Ended |
Jan. 31, 2015 | Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible Assets Disclosure [Text Block] | 5. Intangible Assets The Company obtained an Option Agreement (“Option Agreement”) from RMR Holdings, Inc. with the Colorado School of Mines (“CSM”), which grants the Company an exclusive nine month option period to obtain an exclusive license for any patent rights owned by CSM. On August 25, 2014, CSM entered into the Option Agreement with the Company for a non-refundable fee of $30,000. Since the Company was in the process of formation, RMR Holdings, Inc. countersigned the Option Agreement with CSM on behalf of the Company. On October 15, 2014, the Company was incorporated in Nevada (Note 1) and was prepared to accept the Option Agreement. RMR Holdings, Inc. recorded amortization expense of $5,625 through October 15, 2014, which represented the elapsed time of holding the option since it was executed. The Company owed RMR Holdings, Inc. $24,375 which represented the approximate carrying value of RMR Holdings, Inc. at October 15, 2014, for an exclusive period which expires on May 25, 2015, to evaluate CSM’s existing patent rights, technology and market potential. The Company may extend the Option Agreement for two (2) three month periods in exchange for a $3,000 extension fee per each patent or patent application. The value of the Option Agreement will be amortized on a straight-line basis over the term of the exclusivity period. | NOTE E INTANGIBLE ASSETS The Company obtained an Option Agreement (“Option Agreement”) from RMR Holdings, Inc. with the Colorado School of Mines (“CSM”), which grants the Company an exclusive nine month option period to obtain an exclusive license for any patent rights owned by CSM. On August 25, 2014, CSM entered into the Option Agreement with the Company for a non-refundable fee of $ 30,000 5,625 24,375 3,000 |
STOCKHOLDERS DEFICIT
STOCKHOLDERS DEFICIT | 4 Months Ended | 9 Months Ended |
Jan. 31, 2015 | Jun. 30, 2015 | |
Stockholders' Equity Note [Abstract] | ||
Stockholders' Equity Note Disclosure [Text Block] | 6. Stockholders' Deficit Preferred Stock The Company has authorized 50,000,000 shares of preferred stock for issuance. At January 31, 2015, no preferred stock was issued and outstanding. Common Stock The Company has authorized 600,000,000 shares of capital stock for issuance, including 100,000,000 shares of Class A Common Stock, 450,000,000 shares of Class B Common Stock and 50,000,000 shares of Preferred Stock. At January 31, 2015, the Company had 35,785,858 and 8,612,142 shares issued and outstanding of Class A Common Stock and Class B Common Stock, respectively. The holders of Class A Common Stock will have the right to vote on all matters on which stockholders have the right to vote. The holders of Class B Common Stock will 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 will 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 will be entitled to receive identical per-share consideration upon a merger, conversion or exchange of the Company with another entity, and will have equal rights upon dissolutions, liquidation or winding-up. Common Stock Subscription During the period ended January 31, 2015, the Company issued 27,676,201 shares for stock subscriptions receivable of $3,030 in accordance with subscription agreements executed prior to January 31, 2015. As of the date of this report, the subscriptions receivable had not been satisfied through the receipt of cash for shares issued. | NOTE F STOCKHOLDERS DEFICIT Preferred Stock The Company has authorized 50,000,000 Common Stock The Company has authorized 4,000,000,000 2,000,000,000 2,000,000,000 35,785,858 16,144,142 The holders of Class A Common Stock will have the right to vote on all matters on which stockholders have the right to vote. The holders of Class B Common Stock will 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 will 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 will be entitled to receive identical per-share consideration upon a merger, conversion or exchange of the Company with another entity, and will have equal rights upon dissolutions, liquidation or winding-up. |
INCOME TAXES
INCOME TAXES | 4 Months Ended |
Jan. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 7. Income Taxes There is no provision for income taxes because the Company has incurred operating losses since inception. At January 31, 2015, 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. January 31, Deferred tax asset: Net operating loss carryforwards $ (142,632) Valuation allowance 142,632 Net deferred tax asset $ - January 31, Tax benefit at statutory rates $ (142,632) Change in valuation allowance 142,632 Net provision for income taxes $ - The Company has accumulated net operating loss carryovers of approximately $ 407,521 |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 4 Months Ended | 9 Months Ended |
Jan. 31, 2015 | Jun. 30, 2015 | |
Subsequent Events [Abstract] | ||
Subsequent Events [Text Block] | 8. Subsequent Events 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. 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. On February 27, 2015 (the “Closing Date”), the Company RMR Industrials, Inc. (“RMRI”), a Nevada corporation, entered into and consummated a merger transaction pursuant to an Agreement and Plan of Merger dated February 27, 2015 (the “Merger Agreement”) by and among the Company, RMR Industrials, Inc. (“RMRI”), a Nevada corporation and OLYB Acquisition Corporation, a Nevada corporation and wholly owned subsidiary of RMRI (“Merger Sub”). In accordance with the terms of Merger Agreement, on the Closing Date, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as our wholly owned subsidiary. The Merger Agreement is among entities under common control and includes customary representations, warranties and covenants made by the Company, Merger Sub and RMR IP as of specific dates. For financial reporting purposes, the Merger represents a “reverse merger” rather than a business combination and the Company is deemed to be the accounting acquirer in the transaction. On February 26, 2015, the Company’s 2015 Equity Incentive Plan (the “Plan”) has been approved and adopted by the Company. | NOTE G SUBSEQUENT EVENT On July 1, 2015, the Company filed its Form S-1 Registration Statement to issue new shares of Class B Common Stock. |
SUMMARY OF SIGNIFICANT ACCOUN17
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 4 Months Ended | 9 Months Ended |
Jan. 31, 2015 | Jun. 30, 2015 | |
Accounting Policies [Abstract] | ||
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. | |
Use of Estimates, Policy [Policy Text Block] | 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. | 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. |
Segment Reporting, Policy [Policy Text Block] | 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. The Company views its operations and manages its business as one operating segment. | 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. The Company views its operations and manages its business as one operating segment. |
Cash and Cash Equivalents, Policy [Policy Text Block] | 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 January 31, 2015, the Company had cash of $ 1,767 | 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 June 30, 2015, the Company had cash of $ 4,798 |
Goodwill and Intangible Assets, Intangible Assets, Indefinite-Lived, Policy [Policy Text Block] | Intangible Assets Intangible assets are stated at cost and consist of an option contract. Amortization is computed on the straight-line method over the estimated useful or contractual life of these assets, whichever is shorter. : January 31, 2015 Option Contract $ 24,375 Accumulated Amortization (11,912) Option Contract, Net $ 12,463 | Intangible Assets : June 30, 2015 (Unaudited) Option Contract $ 24,375 Accumulated Amortization (22,886) Option Contract, Net $ 1,489 |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. Factors considered include: • Significant changes in the operational performance or manner of use of acquired assets or the strategy for our overall business, • Significant negative market conditions or economic trends, and • Significant technological changes or legal factors which may render the asset obsolete. The Company evaluated long-lived assets based upon an estimate of future undiscounted cash flows. Recoverability of these assets is measured by comparing the carrying value to the future net undiscounted cash flows expected to be generated by the asset. An impairment loss is recognized when the carrying value exceeds the undiscounted future cash flows estimated to result from the use and eventual disposition of the asset. Future net undiscounted cash flows include estimates of future revenues and expenses which are based on projected growth rates. The Company continually uses judgment when applying these impairment rules to determine the timing of the impairment tests, the undiscounted cash flows used to assess impairments and the fair value of a potentially impaired asset. | Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. Factors considered include: • Significant changes in the operational performance or manner of use of acquired assets or the strategy for our overall business, • Significant negative market conditions or economic trends, and • Significant technological changes or legal factors which may render the asset obsolete. The Company evaluated long-lived assets based upon an estimate of future undiscounted cash flows. Recoverability of these assets is measured by comparing the carrying value to the future net undiscounted cash flows expected to be generated by the asset. An impairment loss is recognized when the carrying value exceeds the undiscounted future cash flows estimated to result from the use and eventual disposition of the asset. Future net undiscounted cash flows include estimates of future revenues and expenses which are based on projected growth rates. The Company continually uses judgment when applying these impairment rules to determine the timing of the impairment tests, the undiscounted cash flows used to assess impairments and the fair value of a potentially impaired asset. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | 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 | 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 |
Earnings Per Share, Policy [Policy Text Block] | 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 January 31, 2015 which were excluded from the calculation of diluted 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 June 30, 2015 which were excluded from the calculation of diluted loss per common share. |
Income Tax, Policy [Policy Text Block] | 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. | 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. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements The Financial Accounting Standards Board recently issued Accounting Standards Update (ASU) 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Financial Accounting Standards Board recently issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, which eliminates the financial reporting distinction of being a development stage entity within U.S. generally accepted accounting principles. Accordingly, the ASU eliminates the incremental requirements for development stage entities to (a) present inception-to-date information in the statements of income, cash flows and shareholder’s equity, (b) label the financial statements as those of a development stage entity, (c) disclose a description of the development stage activities in which the entity is engaged and (d) disclose in the first year in which the development stage entity that in prior years it had been in the development stage. The amendments related to the elimination of inception-to-date information should be applied retrospectively. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early application of each of these amendments is permitted for any annual reporting period or interim period for which the entity’s financials statements has not yet been issued. The Company has elected early application of these amendments in these financial statements. Management believes recently issued accounting pronouncements will have no impact on the financial statements of the Company. | Recent Accounting Pronouncements The Financial Accounting Standards Board recently issued Accounting Standards Update (ASU) 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Financial Accounting Standards Board recently issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, which eliminates the financial reporting distinction of being a development stage entity within U.S. generally accepted accounting principles. Accordingly, the ASU eliminates the incremental requirements for development stage entities to (a) present inception-to-date information in the statements of income, cash flows and shareholder’s equity, (b) label the financial statements as those of a development stage entity, (c) disclose a description of the development stage activities in which the entity is engaged and (d) disclose in the first year in which the development stage entity that in prior years it had been in the development stage. The amendments related to the elimination of inception-to-date information should be applied retrospectively. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early application of each of these amendments is permitted for any annual reporting period or interim period for which the entity’s financials statements has not yet been issued. The Company has elected early application of these amendments in these financial statements. Management believes recently issued accounting pronouncements will have no impact on the financial statements of the Company. |
SUMMARY OF SIGNIFICANT ACCOUN18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 4 Months Ended | 9 Months Ended |
Jan. 31, 2015 | Jun. 30, 2015 | |
Accounting Policies [Abstract] | ||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Intangible assets consist of the following : January 31, 2015 Option Contract $ 24,375 Accumulated Amortization (11,912) Option Contract, Net $ 12,463 | : June 30, 2015 (Unaudited) Option Contract $ 24,375 Accumulated Amortization (22,886) Option Contract, Net $ 1,489 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 4 Months Ended |
Jan. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Net deferred tax assets consist of the following components: January 31, Deferred tax asset: Net operating loss carryforwards $ (142,632) Valuation allowance 142,632 Net deferred tax asset $ - |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | 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 income (loss) from continuing operations as follows: January 31, Tax benefit at statutory rates $ (142,632) Change in valuation allowance 142,632 Net provision for income taxes $ - |
FORMATION, CORPORATE CHANGES 20
FORMATION, CORPORATE CHANGES AND MATERIAL MERGERS AND ACQUISITIONS (Details Textual) - Nov. 17, 2014 - Rocky Mountain Resource Holdings LLC [Member] - USD ($) | Total |
Formation Corporate Changes and Material Mergers And Acquisitions [Line Items] | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 5,200,000 |
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 357,670 |
Business Acquisition, Percentage of Voting Interests Acquired | 69.06% |
ORGANIZATION AND BASIS OF PRE21
ORGANIZATION AND BASIS OF PRESENTATION (Details Textual) - USD ($) | Jun. 30, 2015 | Jan. 31, 2015 | Oct. 14, 2014 |
Cash | $ 4,798 | $ 1,767 | $ 0 |
Working Capital Deficit | $ 418,217 |
SUMMARY OF SIGNIFICANT ACCOUN22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Jun. 30, 2015 | Jan. 31, 2015 |
Option Contract, Net | $ 1,489 | $ 12,463 |
Option Contract [Member] | ||
Option Contract | 24,375 | 24,375 |
Accumulated Amortization | (22,886) | (11,912) |
Option Contract, Net | $ 1,489 | $ 12,463 |
SUMMARY OF SIGNIFICANT ACCOUN23
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | Jun. 30, 2015 | Jan. 31, 2015 | Oct. 14, 2014 |
Cash | $ 4,798 | $ 1,767 | $ 0 |
RESTATEMENT (Details Textual)
RESTATEMENT (Details Textual) | 4 Months Ended |
Jan. 31, 2015USD ($) | |
Finite-lived Intangible Assets Acquired | $ 24,375 |
TRANSACTIONS WITH RELATED PAR25
TRANSACTIONS WITH RELATED PARTIES (Details Textual) - USD ($) | 4 Months Ended | 9 Months Ended |
Jan. 31, 2015 | Jun. 30, 2015 | |
Related Party Transaction [Line Items] | ||
Accrued Liabilities | $ 174,984 | $ 714,120 |
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% | |
Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Officers' Compensation | 35,000 | $ 35,000 |
Chief Executive Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Accrued Salaries, Current | $ 245,000 | $ 595,000 |
INTANGIBLE ASSETS (Details Text
INTANGIBLE ASSETS (Details Textual) - USD ($) | 3 Months Ended | 4 Months Ended | 9 Months Ended |
Jun. 30, 2015 | Jan. 31, 2015 | Jun. 30, 2015 | |
Amortization of Intangible Assets | $ 5,625 | $ 5,625 | |
Option Agreement [Member] | |||
Non Refundable fee | 30,000 | 30,000 | |
Software, Gorss | $ 24,375 | 24,375 | $ 24,375 |
Exchange Fees | $ 3,000 | $ 3,000 |
STOCKHOLDERS DEFICIT (Details T
STOCKHOLDERS DEFICIT (Details Textual) - USD ($) | Jun. 30, 2015 | Jan. 31, 2015 |
Common stock, shares authorized | 4,000,000,000 | 600,000,000 |
Common Stock, Shares Subscribed but Unissued | 27,676,201 | |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Value, Subscriptions | $ (3,031) | |
Preferred Stock [Member] | ||
Common stock, shares authorized | 50,000,000 | |
Common Class A [Member] | ||
Common stock, shares authorized | 2,000,000,000 | 100,000,000 |
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 | 2,000,000,000 | 450,000,000 |
Common Stock, Shares, Issued | 16,144,142 | 8,614,142 |
Common Stock, Shares, Outstanding | 16,144,142 | 8,614,142 |
INCOME TAXES (Details)
INCOME TAXES (Details) | Jan. 31, 2015USD ($) |
Deferred tax asset: | |
Net operating loss carryforwards | $ (142,632) |
Valuation allowance | 142,632 |
Net deferred tax asset | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 3 Months Ended | 4 Months Ended | 9 Months Ended |
Jun. 30, 2015 | Jan. 31, 2015 | Jun. 30, 2015 | |
Income Taxes [Line Items] | |||
Tax benefit at statutory rates | $ (142,632) | ||
Change in valuation allowance | 142,632 | ||
Net provision for income taxes | $ 0 | $ 0 | $ 0 |
INOCME TAXES (Details Textual)
INOCME TAXES (Details Textual) | Jan. 31, 2015USD ($) |
Income Taxes [Line Items] | |
Operating Loss Carryforwards | $ 407,521 |
SUBSEQUENT EVENT (Details Textu
SUBSEQUENT EVENT (Details Textual) | 4 Months Ended |
Jan. 31, 2015 | |
Industrial Management LLC [Member] | Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Compensation Arrangement Description | 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. |