Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 31, 2018 | Feb. 12, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | AMMO, INC. | |
Entity Central Index Key | 1,015,383 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 36,666,804 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Mar. 31, 2018 |
Current Assets: | ||
Cash | $ 6,043,302 | $ 4,381,643 |
Accounts receivable, net of allowance for doubtful accounts of $14,046 at December 31, 2018 and $23,046 at March 31, 2018 | 598,377 | 1,201,117 |
Due from related parties | 25,558 | 14,204 |
Inventories, at lower cost or market, principally average cost method | 3,951,308 | 2,405,007 |
Prepaid expenses | 282,861 | 321,074 |
Total Current Assets | 10,901,406 | 8,323,045 |
Equipment, net of accumulated depreciation of $341,330 at December 31, 2018 and $113,158 at March 31, 2018 | 2,642,987 | 1,241,326 |
Other Assets: | ||
Deposits | 55,415 | 16,300 |
Licensing agreements, net of accumulated amortization of $95,833 at December 31, 2018 and $58,333 at March 31, 2018 | 154,167 | 191,667 |
Patents, net of accumulated amortization of $113,433 at December 31, 2018 and $49,627 at March 31, 2018 | 8,559,733 | 900,373 |
TOTAL ASSETS | 22,313,708 | 10,672,711 |
Current Liabilities: | ||
Accounts payable | 366,076 | 479,465 |
Accrued liabilities | 474,797 | 541,210 |
Insurance premium note payable | 99,907 | |
Contingent consideration payable | 1,200,000 | |
Convertible promissory notes, net of $164,495 of note issuance costs | 1,545,505 | |
Total Current Liabilities | 3,586,378 | 1,120,582 |
Shareholders' Equity: | ||
Common stock, $0.001 par value, 200,000,000 shares authorized 34,610,586 and 28,394,503 shares issued and outstanding at December 31, 2018 and March 31, 2018, respectively | 34,610 | 28,394 |
Additional paid-in capital | 30,407,679 | 17,264,888 |
Accumulated (Deficit) | (11,714,959) | (7,741,153) |
Total Shareholders' Equity | 18,727,330 | 9,552,129 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 22,313,708 | $ 10,672,711 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2018 | Mar. 31, 2018 |
Allowance for doubtful accounts | $ 14,046 | $ 23,046 |
Accumulated depreciation | 341,330 | 113,158 |
Convertible promissory notes, issuance costs | $ 164,495 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 34,610,586 | 28,394,503 |
Common stock, shares outstanding | 34,610,586 | 28,394,503 |
Licensing Agreements [Member] | ||
Accumulated amortization | $ 95,833 | $ 58,333 |
Patents [Member] | ||
Accumulated amortization | $ 113,433 | $ 49,627 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||||
Net Sales | $ 489,080 | $ 172,886 | $ 3,201,967 | $ 641,077 |
Cost of Goods Sold, includes depreciation and amortization of $97,219, $52,561, $266,321 and $122,154, respectively, and federal excise taxes of $44,663, $26,168, $327,492, and $68,238, respectively | 580,166 | 434,813 | 2,960,262 | 828,696 |
Gross Margin | (91,086) | (261,927) | 241,705 | (187,619) |
Operating Expenses | ||||
Selling and marketing | 387,660 | 250,915 | 967,465 | 642,220 |
Corporate general and administrative | 813,723 | 916,264 | 2,214,560 | 1,576,096 |
Employee salaries and related expenses | 847,729 | 535,073 | 2,523,468 | 878,680 |
Depreciation expense | 28,387 | 2,707 | 63,157 | 6,906 |
Total operating expenses | 2,077,499 | 1,704,959 | 5,768,650 | 3,103,902 |
Loss from Operations | (2,168,585) | (1,966,886) | (5,526,945) | (3,291,521) |
Other (Expenses) | ||||
Gain on bargain purchase of assets | 1,599,161 | 1,599,161 | ||
Loss on vendor notes receivable collectability | 135,000 | 135,000 | ||
Interest expense | (43,118) | (64,570) | (46,022) | (111,572) |
(Loss) before Income Taxes | (612,542) | (1,896,456) | (3,973,806) | (3,268,093) |
Provision for Income Taxes | ||||
Net (Loss) | $ (612,542) | $ (1,896,456) | $ (3,973,806) | $ (3,268,093) |
Basic and fully diluted: | ||||
Weighted average number of shares outstanding | 34,247,599 | 21,072,604 | 32,372,165 | 19,600,899 |
(Loss) per share | $ (0.02) | $ (0.09) | $ (0.12) | $ (0.17) |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||||
Depreciation and amortization | $ 97,219 | $ 52,561 | $ 266,321 | $ 122,154 |
Federal excise taxes | $ 44,663 | $ 26,168 | $ 327,492 | $ 68,238 |
Consolidated Statement of Share
Consolidated Statement of Shareholders' Equity (Unaudited) - 9 months ended Dec. 31, 2018 - USD ($) | Common Shares [Member] | Additional Paid-In Capital [Member] | Accumulated (Deficit) [Member] | Total |
Beginning Balance at Mar. 31, 2018 | $ 28,394 | $ 17,264,888 | $ (7,741,153) | $ 9,552,129 |
Beginning Balance, shares at Mar. 31, 2018 | 28,394,503 | |||
Common stock issued for cash | $ 2,140 | 3,588,890 | $ 3,591,030 | |
Common stock issued for cash , shares | 2,139,886 | 6,216,083 | ||
Common stock issued for exercised warrants | $ 1,973 | 4,765,652 | $ 4,767,625 | |
Common stock issued for exercised warrants , shares | 1,972,800 | |||
Common stock issued for cashless warrant exercise | $ 11 | (11) | ||
Common stock issued for cashless warrant exercise , shares | 10,495 | 10,495 | ||
Fund raising cost | (872,870) | $ (872,870) | ||
Common stock issued for services | $ 5 | 22,345 | $ 22,350 | |
Common stock issued for services, shares | 5,000 | 5,000 | ||
Acquisition stock issuances | $ 1,700 | 4,622,305 | $ 4,624,005 | |
Acquisition stock issuances, shares | 1,700,002 | 1,700,002 | ||
Employee stock awards | $ 437 | 644,287 | $ 644,724 | |
Employee stock awards, shares | 437,500 | |||
Stock Grants | 496,143 | 496,143 | ||
Legal, advisory and consulting fees | $ (50) | (123,950) | (124,000) | |
Legal, advisory and consulting fees, shares | (49,600) | |||
Net loss for period ended December 31, 2018 | (3,973,806) | (3,973,806) | ||
Ending Balance at Dec. 31, 2018 | $ 34,610 | $ 30,407,679 | $ (11,714,959) | $ 18,727,330 |
Ending Balance, shares at Dec. 31, 2018 | 34,610,586 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow (Unaudited) - USD ($) | 9 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | ||
Net (Loss) | $ (3,973,806) | $ (3,268,093) |
Adjustments to reconcile Net (Loss) to Net Cash provided by operations: | ||
Depreciation and amortization | 329,478 | 129,060 |
Loss on vendor notes receivable foreclosure | (135,000) | |
Imputed interest | 46,340 | |
Debt discount amortization | 11,505 | |
Stock grants | 496,143 | |
Stock for services | 22,350 | 330,625 |
Employee stock awards | 644,724 | 160,000 |
Warrants for services and interest | 113,188 | |
Gain on bargain purchase of assets | (1,599,161) | |
Changes in Current Assets and Liabilities | ||
Accounts receivable | 611,740 | (173,893) |
Allowance for doubtful accounts | (9,000) | 26,046 |
Due to (from) related parties | (11,354) | (18,461) |
Inventories | (1,546,301) | (163,442) |
Prepaid expenses | 38,213 | 173,254 |
Deposits | (39,115) | |
Accounts payable | (113,389) | 99,531 |
Accrued liabilities | (66,413) | 167,989 |
Net cash used in operating activities | (5,204,386) | (2,512,856) |
Cash flows from investing activities | ||
Purchase of equipment | (1,629,833) | (268,171) |
Purchase of patent | (250,000) | (100,000) |
Net cash used in investing activities | (1,879,833) | (368,171) |
Cash flow from financing activities | ||
Convertible note payment | (300,000) | |
Note payment - related party | (598,000) | |
Insurance premium note payment | (99,907) | (127,705) |
Contingent consideration payment | (50,000) | |
Convertible promissory note | 1,534,000 | |
Sale of common stock | 3,591,030 | 4,688,025 |
Purchase of common stock | (124,000) | |
Common stock issued for exercised warrants | 4,767,625 | |
Collection of stock subscription | 167,500 | |
Common stock activity - founders shares | (99,355) | |
Organizational and fundraising costs | (872,870) | (162,750) |
Net cash provided by financing activities | 8,745,878 | 3,567,715 |
Net increase in cash | 1,661,659 | 686,688 |
Cash, beginning of period | 4,381,643 | 100,135 |
Cash, end of period | 6,043,302 | 786,823 |
Supplemental cash flow disclosures | ||
Cash paid during the period for - Interest | 11,976 | 7,808 |
Cash paid during the period for - Income taxes | ||
Non-cash investing and financing activities: | ||
Additional paid-in-capital | (11) | |
Common stock | 11 | |
Issuance of common stock | 4,624,005 | |
Contingent consideration payable | 1,250,000 | |
Patent acquisition | (5,874,005) | |
Prepaid legal services | (224,000) | |
Issuance of common stock | 224,000 | |
Notes payable - related parties | 100,000 | |
Issuance of common stock | 750,000 | |
Patent acquisitions | (850,000) | |
Stock subscription receivable | (5,000) | |
Additional paid-in-capital | 5,000 | |
Total non-cash investing and financing activities |
Organization and Business Activ
Organization and Business Activity | 9 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Activity | NOTE 1 – ORGANIZATION AND BUSINESS ACTIVITY We were formed under the name Retrospettiva, Inc. in November 1990 to manufacture and import textile products, including both finished garments and fabrics. We were inactive until the following series of events in December 2016 and March 2017. On December 15, 2016, the Company’s majority shareholders sold 475,681 (11,891,976 pre-split) of their outstanding shares to Mr. Fred W. Wagenhals (“Mr. Wagenhals”) resulting in a change in control of the Company. Mr. Wagenhals was appointed as sole officer and the sole member of the Company’s Board of Directors. The Company also approved (i) doing business in the name AMMO, Inc., (ii) a change to the Company’s OTC trading symbol to POWW, (iii) an agreement and plan of merger to re-domicile and change the Company’s state of incorporation from California to Delaware, and (iv) a 1-for-25 reverse stock split (“Reverse Split”) of the issued and outstanding shares of the common stock of the Company. As a result of the reverse split, the previous issued and outstanding shares of common stock became 580,052 shares; no shareholder was reversed below 100 shares, and all fractional shares resulting from the reverse split were rounded up to the next whole share. All references to the outstanding stock have been retrospectively adjusted to reflect this split. These transactions were effective as of December 30, 2016. On March 17, 2017, the Company entered into a definitive agreement with AMMO, Inc. a Delaware Corporation (PRIVCO) under which the Company acquired all of the outstanding shares of common stock of (PRIVCO). Under the terms of the Agreement, the Company issued 17,285,800 newly issued shares of common stock of the Company. In connection with this transaction the Company retired 475,681 shares of common stock and issued 500,000 shares of common stock to satisfy an issuance commitment. The acquisition was considered to be a capital transaction. The transaction was the equivalent to the issuance by PRIVCO of 604,371 shares to the Company’s shareholders accompanied by a recapitalization. The weighted average number of outstanding shares has been adjusted for this transaction. (PRIVCO) subsequently changes its name to AMMO Munitions, Inc. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting Basis The accompanying unaudited consolidated financial statements and related disclosures included in this Quarterly Report on Form 10-Q have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and reflect all adjustments, which consist solely of normal recurring adjustments, needed to fairly present the financial results for these periods. Additionally, these consolidated financial statements and related disclosures are presented pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). The accompanying consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures contained in the Company’s Annual Transition Report filed with the SEC on Form 10-KT for three-month transition period ended March 31, 2018. The results for the three and nine month periods ended December 31, 2018 are not necessarily indicative of the results that may be expected for the entire fiscal year. Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments have been made, which consist only of normal recurring adjustments necessary for a fair statement of (a) the results of operations for the three and nine month periods ended December 31, 2018 and 2017, (b) the financial position at December 31, 2018, and (c) cash flows for the nine month periods ended December 31, 2018 and 2017. We use the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP”) and all amounts are expressed in U.S. dollars. We have adopted a March 31 year end. Unless the context otherwise requires, all references to “Ammo”, “we”, “us”, “our,” or the “Company” are to AMMO, Inc., a Delaware corporation. Principles of Consolidation The consolidated financial statements include the accounts of AMMO, Inc. and its wholly owned subsidiaries, SNI, LLC, AMMO Munitions, Inc., AMMO Technologies, Inc., and Enlight Group II, LLC. All significant intercompany accounts and transactions are eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents For purposes of the statement of cash flows, we consider highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. Accounts Receivable and Allowance for Doubtful Accounts Our accounts receivable represents amounts due from customers for products sold and include an allowance for uncollectible accounts which is estimated based on the aging of the accounts receivable and specific identification of uncollectible accounts. At December 31, 2018 and March 31, 2018, we reserved $14,046 and $23,046, respectively, of allowance for doubtful accounts. License Agreements We are a party to a license agreement with Jesse James, a well-known motorcycle designer, and Jesse James Firearms, LLC, a Texas limited liability company, or JJF. The license agreement grants us the exclusive worldwide rights through October 15, 2021 to Mr. James’ image rights and trademarks associated with him in connection with the marketing, promotion, advertising, sale, and commercial exploitation of Jesse James Branded Products. In addition, Mr. James agreed to make himself available for certain promotional activities and to promote Jesse James Branded Products through his own social media outlets. We agreed to pay Mr. James royalty fees on the sale of ammunition and non-ammunition Branded Products and to reimburse him for any out-of-pocket expenses and reasonable travel expenses. We also issued 100,000 shares of our common stock upon the execution of the license agreement with the potential issuance of up to 75,000 additional shares of common stock upon achieving certain gross sales with $15 million in gross sales required to earn the entire 75,000 shares. We are a party to a license agreement with Jeff Rann, a well-known wild game hunter and spokesman for the firearm and ammunition industries. The license agreement grants us through February 2022 the exclusive worldwide rights to Mr. Rann’s image rights and trademarks associated with him in connection with the marketing, promotion, advertising, sale, and commercial exploitation of all Jeff Rann Branded Products. Mr. Rann agreed to make himself available for certain promotional activities and to promote the Branded Products through his own social media outlets. We agreed to pay Mr. Rann royalty fees on the sale of ammunition and non-ammunition Branded Products and to reimburse him for any out-of-pocket expenses and reasonable travel expenses. We also issued 100,000 shares of our common stock upon the execution of the license agreement with the potential issuance of 75,000 additional shares of common stock upon achieving certain gross sales with $15 million in gross sales required to earn the entire 75,000 shares. Amortization expense for the license agreements for the three and nine months ended December 31, 2018 and 2017 were $12,500, $37,500, $7,222 and $39,583, respectively. Patents On September 28, 2017, AMMO Technologies Inc. (“ATI”), an Arizona corporation, which is 100% owned by us, merged with Hallam, Inc, a Texas corporation, with ATI being the survivor. Under the terms of the Merger, we issued to Hallam, Inc.’s two shareholders, 600,000 shares of our common stock, subject to restrictions, and payment of $200,000. The first payment of $100,000 to the Hallam, Inc. shareholders was paid on September 13, 2017, and the second payment of $100,000 was paid on February 6, 2018. The shares were valued at $1.25 and the aggregate value of $950,000 was recorded as a patent asset. This asset will be amortized from September 2017, the first full month of the acquired rights, through October 29, 2028. Patent amortization expense the three months and nine months ended December 31, 2018 and 2017 were $21,269, $63,806, $25,166, and $25,166, respectively. Under the terms of the Merger, ATI succeeded to all of the assets of Hallam, Inc. and assumed the liabilities of Hallam, Inc., which were none. The primary asset of Hallam, Inc. was an exclusive license to produce projectiles and ammunition using the Hybrid Luminescence Ammunition Technology under patent U.S. 8,402,896 B1 with a publication date of March 26, 2013 owned by University of Louisiana at Lafayette. The license was formally amended and assigned to AMMO Technologies Inc. pursuant to an Assignment and First Amendment to Exclusive License Agreement. Assumption Agreement dated to be effective as of August 22, 2017, the Merger closing date. Under the terms of the Exclusive License Agreement, the Company is obligated to pay a royalty to the patent holder, based on a $0.01 per unit basis for each round of ammunition sold that incorporates this patented technology through October 29, 2028. For the nine months ended December 31, 2018 and 2017, the Company accrued $22,495 and $6,000 respectively under this agreement. Additionally, $10,783 was accrued for the three month period ended March 31, 2018. In August 2018, we applied for additional patent coverage for the manufacturing methods or application of the Hybrid Luminescence Ammunition Technology on a variety of projectile and ammunition types. The costs of filing this patent were expensed, but may be recapitalized pending the outcome of the USPTO’s review of the application. On October 5, 2018, we completed the acquisition of SW Kenetics Inc. on (See Note 7). Under the terms of the Merger, ATI succeeded all of the assets of SW Kenetics, Inc. and assumed all of the liabilities. The primary asset of SW Kenetics Inc. was a pending patent for modular projectiles. All rights to patent pending application were assigned and transferred to AMMO Technologies, Inc. pursuant to Intellectual Property Rights Agreement on September 27, 2018. We intend to continue building our patent portfolio to protect our proprietary technologies and processes, and will file new applications where appropriate to preserve our rights to manufacture and sell our branded lines of ammunition. Impairment of Long-Lived Assets We continually monitor events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. No impairment expense was recognized for the three and nine months ended December 31, 2018 and the three and nine months ended December 31, 2017. Revenue Recognition We generate revenue from the production and sale of ammunition. We recognize revenue according to ASC 606. When the customer obtains control over the promised goods or services, we record revenue in the amount of consideration that we can expect to receive in exchange for those goods and services. The Company applies the following five-step model to determine revenue recognition: ● Identification of a contract with a customer ● Identification of the performance obligations in the contact ● determination of the transaction price ● allocation of the transaction price to the separate performance allocation ● recognition of revenue when performance obligations are satisfied The Company only applies the five-step model when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception and once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. If a contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price based on the estimated standalone selling price of each identified performance obligation. We recognize as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Accordingly, we recognize revenues (net) when the customer obtains control of the Company’s product, which typically occurs upon shipment of the product. For the nine and three months ended December 31, 2018, the Company’s customers that comprised more than ten percent (10%) of total revenues and accounts receivable were as follows: PERCENTAGES Revenues Accounts Receivable For the Nine-Months ended December 31, 2018 Customers: A 26.23 % - B 21.22 % 12.89 % C 10.95 % - D - 39.36 % E - 14.10 % 58.40 % 66.35 % For the Three-Months ended December 31, 2018 Customers: A - - B - 12.89 % C - - D - 39.36 % E 17.70 % 14.10 % 17.70 % 66.35 % Advertising Costs We expense advertising costs as they are incurred. We incurred advertising of $180,589 and $436,501 for the three and nine months ended December 31, 2018, respectively. Inventories We state inventories at the lower of cost or market. We determine cost using the average cost method. Our inventory consists of raw materials, work in progress, and finished goods. Cost of inventory includes cost of parts, labor, quality control, and all other costs incurred to bring our inventories to condition ready to be sold. We periodically evaluate and adjust inventories for obsolescence. Property and Equipment We state property and equipment at cost, less accumulated depreciation. We capitalize major renewals and improvements, while we charge minor replacements, maintenance, and repairs to current operations. We compute depreciation by applying the straight-line method over estimated useful lives, which are generally five to seven years. Compensated Absences We accrue a liability for compensated absences in accordance with Accounting Standards Codifications 710 – Compensation – General Stock-Based Compensation We account for stock-based compensation at fair value in accordance with SFAS No. 123 and 123 (R) (ASC 718). There were 437,500 shares of common stock issued to employees, members of the Board of Directors, and members of the Advisory Committee for services during the nine months ended December 31, 2018. On March 12, 2018, we entered into an employment agreement with an executive that included, among other provisions, an equity grant of 400,000 shares of restricted common stock that vests at the rate of 100,000 shares annually for four years. The $660,000 compensation value is being recognized ratably on a straight-line basis over the four-year period covered by the agreement. On May 1, 2018, we entered into an employment agreement with an executive that included, among other provisions, an equity grant of 100,000 shares of restricted common stock that vests at the rate of 33,333 shares annually for three years. The $250,000 compensation value is being recognized on a straight-line basis over the three-year period covered by the agreement. On September 27, 2018, we entered into three separate employment agreements that each included, among other provisions, an equity grant of 80,000 shares of restricted common stock that vests at the rate of 20,000 shares annually for four years. Each compensation value of $261,000 ($783,000 total) is being recognized on a straight-line basis over the four-year period covered by the agreement. Concentrations of Credit Risk Accounts at banks are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of December 31, 2018, our bank account balances exceeded federally insured limits. Income Taxes We file federal and state income tax returns in accordance with the applicable rules of each jurisdiction. We account for income taxes under the asset and liability method in accordance with Accounting Standards Codification 740 - Income Taxes (“ASC 740”). The provision for income taxes includes federal, state, and local income taxes currently payable, and deferred taxes. We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable amounts in years in which those temporary differences are expected to be recovered or settled. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. In accordance with ASC 740, we recognize the effect of income tax positions only if those positions are more likely than not of being sustained. We measure recognized income tax positions at the largest amount that is greater than 50% likely of being realized. We reflect changes in recognition or measurement in the period in which the change in judgment occurs. We currently have substantial net operating loss carryforwards. We have recorded a valuation allowance equal to the net deferred tax assets due to the uncertainty of the ultimate realization of the deferred tax assets. Contingencies Certain conditions may exist as of the date the consolidated financial statements are issued that may result in a loss to us but will only be resolved when one or more future events occur or fail to occur. We assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against us or unasserted claims that may result in such proceedings, we evaluate the perceived merits of any legal proceedings or unasserted claims and the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability is reasonably estimated, the estimated liability would be accrued in our consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of range of possible loss if determinable and material, would be disclosed. There were no known contingencies at December 31, 2018 or March 31, 2018. Recent Accounting Pronouncements In May 2014, FASB issued ASU 2014-09, “Revenue from Contracts with Customers”. This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The revised effective date for this ASU is for annual and interim periods beginning on or after December 15, 2017, and early adoption will be permitted, but not earlier than the original effective date of annual and interim periods beginning on or after December 15, 2016, for public entities. We adopted ASU 2014-09 as of January 1, 2018, and it did not have a material impact on the Company’s consolidated results of operations, financial position or cash flows for the period ended December 31, 2018. Sales are initiated in three ways – ● third party sales representative obtains signed purchase order from a customer ● direct contact by in-house sales representatives who obtains signed purchase order ● electronic purchase order from a customer (usually the very large customers) Once a customer’s order is received a sales order is generated by authorized sales or management personnel. Once approved for shipping, the sales order is entered, the inventory control department will pull the purchased items from the inventory or if needed will request the manufacture of a specific product. When the items that were ordered are available for shipment, the merchandise is prepared for shipping and shipped by FedEx or common carrier. All sales are recorded upon shipment and, depending on credit worthiness of customer, the payment terms will vary from thirty (30) to sixty (60) days. No refunds are allowed on any product shipped. Each product manufactured by the Company has standard specifications and performance objectives. The Company has an extensive product testing program and, if the Company were given notice of a product defect by a customer, the Company would request the return of the product so that the manufacturing defect could be identified. From inception to December 31, 2018 the Company has had no returned products related to product warranty. The revenue recognition procedures set forth above have been used by the Company since its inception and are consistent with requirements of ASC 606 “Revenue from Contracts with Customers”. In February 2016, the FASB issued ASU 2016-02 – “Leases (Topic 842)” Under ASU 2016-02, entities will be required to recognize lease asset and lease liabilities by lessees for those leases classified as operating leases. Among other changes in accounting for leases, a lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to (and a lessor) should include payments to be made in optional periods only if the lessee is reasonably certain to exercise an option to extend the lease or not to exercise an option to terminate the lease. Similarly, optional payments to purchase the underlying asset should be included in the measurement of lease assets and lease liabilities only if the lessee is reasonably certain to exercise that purchase option. The amendments in ASU 2016-02 will become effective for fiscal years beginning after December 15, 2018, including interim periods with those fiscal years for public business entities. We are currently evaluating the effect of the adoption of ASU 2016-02 will have on our consolidated results of operations, financial position or cash flows. On June 20, 2018, the FASB expanded the scope of Accounting Standards Codification (ASC) 718, Compensation – Stock Compensation, to include share-based payments to nonemployees for goods and services. The accounting board said the amendments in Accounting Standards Update (ASU) No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, align the guidance for stock compensation to employees and nonemployees. The amended guidance replaces ASC 505-50, Equity – Equity-Based Payments to Non-Employees. We anticipate that this ASC will not have a material effect on the Company’s financial statements. The amendments in ASU No. 2018-07 apply “to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards,” the FASB said. But the amended guidance does not cover stock compensation that is used to provide financing to the company that issued the shares or stock awards tied to a sale of goods or services as part of a contract accounted for according to ASC 606, Revenue From Contracts With Customers. The amendments are effective for public companies for fiscal years that begin after December 15, 2018, and the quarterly and other interim periods in those years, the FASB said the amended guidance can be applied before it becomes effective, but businesses are not permitted to use the guidance in ASU No. 2018-07 before they have implemented ASC 606. We have evaluated the effect of the adoption of ASU 2018-07 will have on our consolidated results of operations, financial position or cash flows and determine the effects will not be material to the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. Loss Per Common Share We calculate basic loss per share using the weighted-average number of shares of common stock outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities, such as outstanding options and warrants, using various methods, such as the treasury stock or modified treasury stock method, in the determination of dilutive shares outstanding during each reporting period. We have issued warrants to purchase 5,510,593 shares of common stock and equity grants of 640,000 shares of common stock that are potentially dilutive. All weighted average numbers were adjusted for the reverse stock split and merger transaction. Due to the loss from operations in the three and nine months ended December 31, 2017 and 2018, there are no common shares added to calculate the dilutive EPS for those periods as the effect would be antidilutive. |
Inventories
Inventories | 9 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 3 – INVENTORIES At December 31, 2018 and March 31, 2018, the inventory balances are composed of: December 31, 2018 March 31, 2018 Finished product $ 2,142,831 $ 809,680 Raw materials 1,764,544 1,471,666 Work in process 43,933 123,661 $ 3,951,308 $ 2,405,007 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 4 – PROPERTY AND EQUIPMENT We state property and equipment at historical cost less accumulated depreciation. We compute depreciation using the straight-line method at rates intended to depreciate the cost of assets over their estimated useful lives, which are generally five to seven years. Upon retirement or sale of property and equipment, we remove the cost of the disposed assets and related accumulated depreciation from the accounts and any resulting gain or loss is credited or charged to selling, general, and administrative expenses. We charge expenditures for normal repairs and maintenance to expense as incurred. We capitalize additions and expenditures for improving or rebuilding existing assets that extend the useful life. Leasehold improvements made either at the inception of the lease or during the lease term are amortized over the shorter of their economic lives or the lease term including any renewals that are reasonably assured. Property and equipment consisted of the following at December 31, 2018 and March 31, 2018: December 31, 2018 March 31, 2018 Leasehold Improvements $ 81,744 $ 17,772 Furniture and Fixtures 46,274 8,102 Vehicles 103,511 89,388 Equipment 2,642,997 879,871 Tooling 109,791 359,351 Total property and equipment $ 2,984,317 $ 1,354,484 Less accumulated depreciation (341,330 ) (113,158 ) Net property and equipment 2,642,987 1,241,326 Depreciation Expense for the nine months and three months ended December 31, 2018 and 2017 totaled $228,172, $91,837, $64,361, and $22,880, respectively. Depreciation for the three months ended March 31, 2018 was $35,297. |
Convertible Promissory Notes
Convertible Promissory Notes | 9 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes | NOTE 5 – CONVERTIBLE PROMISSORY NOTES On January 9, 2019, we completed the issuance of 10% Convertible Promissory Notes in the principal amount of $1,710,000 to accredited investors through a private placement in exchange for cash in an equal amount. The principal amounts were raised from the period of October 23, 2018 to December 28, 2018. As a result of the issuance of the Convertible Promissory Notes, the placement agent received an aggregate commission of $171,000, and $5,000 in escrow fees were paid, totaling $176,000 of Note Issuance Costs. As of December 31, 2018, we recorded $11,505 of interest expense related to the Note Issuance Costs. The Maturity Date of the notes is the two year anniversary from the date of issuance. The holders have the option to convert the entire principal of the Convertible Promissory Note into Common Stock at a conversion price equal to $2.50 per share at any time until the Maturity Date, subject to “Qualified Financing.” Qualified Financing means the next equity round of financing of the Company that raises not less than $10,000,000 gross proceeds from institutional(s) or commercial lender(s) in the aggregate with any combination of Common Stock (valued at the close of the Trading Day on the date of the closing for the financing) or debt. In the event of Qualified Financing, the Convertible Promissory Notes will automatically convert 100% of the principal amount into Common Stock at a conversion price equal to $2.50 per share. As of December 31, 2018, we have accrued $22,541 of interest expense related to the Convertible Promissory Notes. |
Capital Stock
Capital Stock | 9 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Capital Stock | NOTE 6 – CAPITAL STOCK During the nine month period ended December 31, 2018, we issued 6,216,083 shares of common stock as follows: ● 2,139,886 shares were sold to investors for $3,591,030 ● 1,972,800 shares were issued through exercised warrants of $4,767,625 ● 10,495 shares were issued through a cashless exercise of 14,719 warrants ● 5,000 shares were issued for services valued at $22,350 ● 1,700,002 shares were issued to the shareholders of SW Kenetics, Inc. (subject to claw back provisions) valued $4,617,545 at in connection with the acquisition ● 437,500 shares valued at $644,724 were issued to employees, members of the Board of Directors, and members of the Advisory Committee as compensation In April of 2018, our second placement agreement to secure equity capital from qualified investors to provide funds to our operations ended. The offering consisted of Units priced at $1.65, which included one share of common stock and one five-year warrant to purchase an additional half-share of common stock for an exercise price of $2.00 per share. Effectively, every two units purchased provided the investor with a five-year warrant at an exercise price of $2.00 per share. Units sold under this agreement totaled 1,967,886 shares of common stock and 983,943 warrants for $3,247,030 for the nine month period ended December 31, 2018. For services provided under the placement agreements, the placement agent collected a 12% cash fee on the sale of every Unit and a fee payable in warrants equaling 12% of the total Units sold. These warrants have a term of seven years and an exercise price of $1.65 per share. The cash fee totaled $389,644 for the nine month period ended December 31, 2018, including reimbursed expenses. In December of 2018, we entered into a placement agreement to secure equity capital from qualified investors to provide funds to our operations. The offering consisted of Units priced at $2.00, which included one share of common stock and one five-year warrant to purchase an additional half-share of common stock for an exercise price of $2.40 per share. Effectively, every two units purchased provided the investor with a five-year warrant at an exercise price of $2.40 per share. Units sold under this agreement totaled 172,000 shares of common stock and 86,000 warrants for $344,000 for the nine month period ended December 31, 2018. For services provided under the placement agreements, the placement agent collected a 12% cash fee on the sale of every Unit and a fee payable in warrants equaling 12% of the total Units sold. These warrants have a term of seven years and an exercise price of $2.00 per share. The cash fee totaled $41,280 for the nine month period ended December 31, 2018, including reimbursed expenses. At December 31, 2018, outstanding and exercisable stock purchase warrants consisted of the following: Number of Shares Weighted Averaged Exercise Price Weighted Average Life Remaining (Years) Outstanding at March 31, 2018 $ 8,872,160 $ 2.22 1.79 Granted 1,600,752 2.06 3.99 Exercised (1,987,519 ) 2.41 - Forfeited or cancelled (2,974,800 ) 2.47 - Outstanding at December 31, 2018 5,510,593 $ 1.98 4.28 Exercisable at December 31, 2018 5,510,593 $ 1.98 4.28 As of December 31, 2018, we had 5,510,593 warrants outstanding. Each warrant provides the holder the right to purchase up to one share of our Common Stock at a predetermined exercise price. The outstanding warrants consist of (1) warrants to purchase an aggregate of 349,060 shares of Common Stock at an average price of $2.50 per share over the next three years; (2) warrants to purchase 966,494 shares of Common Stock at an exercise price of $1.65 per share until March 2025; (3) warrants to purchase 4,109,039 shares of our Common Stock at an exercise price of $2.00 per share over the next three to five years; and (4) warrants to purchase 86,000 shares of Common Stock at an exercise price of $2.40 over the next five years. On May 24, 2018, per the terms of the private offering dated January 25, 2017, we called for the exercise of warrants to purchase a total of 4,947,600 shares of our Common Stock. According to the terms of the Warrant Purchase Agreement, the warrants could be called when the average price of our common stock traded at $5.00 per share or higher, for a consecutive 30 day period. This call provision was met on May 21, 2018. As a result, we issued formal notice to all warrant holders on May 24, 2018, advising them that they had until July 6, 2018, to exercise their warrants, or they would become null and void. The total number of warrants included in the January 25, 2017 offering were 4,947,600 and were priced as follows: 4,790,100 warrants at an exercise price of $2.50, 67,500 warrants at an exercise price of $1.25 and 90,000 warrants at an exercise price of $0.50. As of July 6, 2018, a total of 1,972,800 warrants were exercised to purchase an equivalent 1,972,800 shares of common stock at an average price of $2.42 and 2,974,800 warrants to purchase shares of Common Stock were cancelled. On July 12, 2018, the company filed a Form 8-K to report the activity of this event. Additionally, there was a cashless exercise of 14,719 warrants resulting in the issuance of 10,495 shares of Common Stock unrelated to the call for the exercise of warrants. On October 24, 2018, we filed Amended and Restated Articles of Incorporation with the state of Delaware. The Amended Articles increased our authorized Common Stock to a total of 200,000,000 shares, $0.001 par value, and created 10,000,000 shares of Preferred Stock, $0.001 par value. |
Acquisitions
Acquisitions | 9 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | NOTE 7 – ACQUISITIONS On September 27, 2018, AMMO Technologies, Inc. (“ATI”) entered into a definitive Agreement and Plan of Merger with SW Kenetics Inc. (“SWK”), an Arizona corporation and completed the merger on October 5, 2018. Pursuant to the agreement SWK merged with and into AMMO Technologies, Inc., with ATI being the survivor. Under the terms of the agreement, we issued to SW Kenetics Inc.’s three shareholders, 1,700,002 restricted shares of our common stock, payment of $250,000, and a payment obligation of $1,250,000 subject to completion of specific milestones that we have recorded as Contingent Consideration Payable. Additionally, the 1,700,002 shares of common stock were issued with claw back provisions to ensure agreed upon objectives are met. Included among the list of milestones or events that must be completed are significant revenue goals incorporating the product technology of SWK. The initial payment of $250,000 was made as a deposit on August 20, 2018. The shares were each valued at $2.72, the weighted average share price of our Common Stock that was publicly traded and sold through private placement. We recorded the total purchase consideration to patents as follows: Cash $ 250,000 Contingent Consideration Payable 1,250,000 Common Stock 1,700 Additional Paid-in Capital 4,622,305 Gain on Bargain Purchase 1,599,161 Fair Value of Patent $ 7,723,166 The fair value recorded was determined by a third party valuation firm. SWK’s significant assets only include the patent asset and the third party valuation firm allocated determined the fair value measurement based on the patent. SWK is a research and development firm located in Arizona that has designed a new portfolio of modular projectiles that the Company believes will advance the force capability of the United States military, as well as NATO member countries. SWK filed a patent for their technology, which is now pending with the United States Patent and Trademark Office. On December 13, 2018, the Company made a $50,000 payment to SW Kenetics, Inc. in connection with the completion of a milestone. The $50,000 payment was offset to Contingent Consideration Payable. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 8 - SUBSEQUENT EVENTS On January 2, 2019, the Company hired a new President of Global Commercial Sales and Marketing. Included in the compensation for this position was a stock grant totaling 250,000 shares of the Company’s restricted common stock. Per the terms of the agreement, 50,000 shares were issued as a signing bonus, and the remainder shall vest ratably over the next three years, or as sales hurdles are achieved. On January 11, 2019, Enlight Group II, LLC, a wholly owned subsidiary of Ammo, Inc., entered into Binding Letter of Intent with the Jagemann Stamping Company, a Wisconsin corporation. On January 23, 2019, Enlight Group II, LLC executed a definitive Asset Purchase Agreement whereby Enlight Group II, LLC will acquire 100% of all the assets of Jagemann Stamping Company’s (“JSC”) ammunition casing and projectile manufacturing and sales operations. The aggregate purchase price is $15,400,000 in cash and 1,000,000 shares of AMMO, Inc.’s Common Stock for 51% of the assets and JSC will contribute 49% of the assets to Enlight Group II, LLC. The parties expect to complete the transaction on or before March 31, 2019. Jagemann Stamping Company is engaged exclusively in the business of full-service stamping involving, among other things, the manufacture and sale of deep drawn stampings for use in the ammunition casing and projectile industries. On January 22, 2019, we introduced our TAC-P TM TM As of January 31, 2019, we sold an additional 1,259,500 shares of common stock and 629,750 warrants to purchase common stock at a price per share of $2.00 totaling $2,519,000. We accrued commissions of $302,280 and 151,140 warrants payable in connection with the sale of these shares. Additionally, 85,000 shares of common stock were issued to employees for stock bonuses. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Accounting Basis | Accounting Basis The accompanying unaudited consolidated financial statements and related disclosures included in this Quarterly Report on Form 10-Q have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and reflect all adjustments, which consist solely of normal recurring adjustments, needed to fairly present the financial results for these periods. Additionally, these consolidated financial statements and related disclosures are presented pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). The accompanying consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures contained in the Company’s Annual Transition Report filed with the SEC on Form 10-KT for three-month transition period ended March 31, 2018. The results for the three and nine month periods ended December 31, 2018 are not necessarily indicative of the results that may be expected for the entire fiscal year. Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments have been made, which consist only of normal recurring adjustments necessary for a fair statement of (a) the results of operations for the three and nine month periods ended December 31, 2018 and 2017, (b) the financial position at December 31, 2018, and (c) cash flows for the nine month periods ended December 31, 2018 and 2017. We use the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP”) and all amounts are expressed in U.S. dollars. We have adopted a March 31 year end. Unless the context otherwise requires, all references to “Ammo”, “we”, “us”, “our,” or the “Company” are to AMMO, Inc., a Delaware corporation. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of AMMO, Inc. and its wholly owned subsidiaries, SNI, LLC, AMMO Munitions, Inc., AMMO Technologies, Inc., and Enlight Group II, LLC. All significant intercompany accounts and transactions are eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the statement of cash flows, we consider highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Our accounts receivable represents amounts due from customers for products sold and include an allowance for uncollectible accounts which is estimated based on the aging of the accounts receivable and specific identification of uncollectible accounts. At December 31, 2018 and March 31, 2018, we reserved $14,046 and $23,046, respectively, of allowance for doubtful accounts. |
Licensing Agreements | License Agreements We are a party to a license agreement with Jesse James, a well-known motorcycle designer, and Jesse James Firearms, LLC, a Texas limited liability company, or JJF. The license agreement grants us the exclusive worldwide rights through October 15, 2021 to Mr. James’ image rights and trademarks associated with him in connection with the marketing, promotion, advertising, sale, and commercial exploitation of Jesse James Branded Products. In addition, Mr. James agreed to make himself available for certain promotional activities and to promote Jesse James Branded Products through his own social media outlets. We agreed to pay Mr. James royalty fees on the sale of ammunition and non-ammunition Branded Products and to reimburse him for any out-of-pocket expenses and reasonable travel expenses. We also issued 100,000 shares of our common stock upon the execution of the license agreement with the potential issuance of up to 75,000 additional shares of common stock upon achieving certain gross sales with $15 million in gross sales required to earn the entire 75,000 shares. We are a party to a license agreement with Jeff Rann, a well-known wild game hunter and spokesman for the firearm and ammunition industries. The license agreement grants us through February 2022 the exclusive worldwide rights to Mr. Rann’s image rights and trademarks associated with him in connection with the marketing, promotion, advertising, sale, and commercial exploitation of all Jeff Rann Branded Products. Mr. Rann agreed to make himself available for certain promotional activities and to promote the Branded Products through his own social media outlets. We agreed to pay Mr. Rann royalty fees on the sale of ammunition and non-ammunition Branded Products and to reimburse him for any out-of-pocket expenses and reasonable travel expenses. We also issued 100,000 shares of our common stock upon the execution of the license agreement with the potential issuance of 75,000 additional shares of common stock upon achieving certain gross sales with $15 million in gross sales required to earn the entire 75,000 shares. Amortization expense for the license agreements for the three and nine months ended December 31, 2018 and 2017 were $12,500, $37,500, $7,222 and $39,583, respectively. |
Patents | Patents On September 28, 2017, AMMO Technologies Inc. (“ATI”), an Arizona corporation, which is 100% owned by us, merged with Hallam, Inc, a Texas corporation, with ATI being the survivor. Under the terms of the Merger, we issued to Hallam, Inc.’s two shareholders, 600,000 shares of our common stock, subject to restrictions, and payment of $200,000. The first payment of $100,000 to the Hallam, Inc. shareholders was paid on September 13, 2017, and the second payment of $100,000 was paid on February 6, 2018. The shares were valued at $1.25 and the aggregate value of $950,000 was recorded as a patent asset. This asset will be amortized from September 2017, the first full month of the acquired rights, through October 29, 2028. Patent amortization expense the three months and nine months ended December 31, 2018 and 2017 were $21,269, $63,806, $25,166, and $25,166, respectively. Under the terms of the Merger, ATI succeeded to all of the assets of Hallam, Inc. and assumed the liabilities of Hallam, Inc., which were none. The primary asset of Hallam, Inc. was an exclusive license to produce projectiles and ammunition using the Hybrid Luminescence Ammunition Technology under patent U.S. 8,402,896 B1 with a publication date of March 26, 2013 owned by University of Louisiana at Lafayette. The license was formally amended and assigned to AMMO Technologies Inc. pursuant to an Assignment and First Amendment to Exclusive License Agreement. Assumption Agreement dated to be effective as of August 22, 2017, the Merger closing date. Under the terms of the Exclusive License Agreement, the Company is obligated to pay a royalty to the patent holder, based on a $0.01 per unit basis for each round of ammunition sold that incorporates this patented technology through October 29, 2028. For the nine months ended December 31, 2018 and 2017, the Company accrued $22,495 and $6,000 respectively under this agreement. Additionally, $10,783 was accrued for the three month period ended March 31, 2018. In August 2018, we applied for additional patent coverage for the manufacturing methods or application of the Hybrid Luminescence Ammunition Technology on a variety of projectile and ammunition types. The costs of filing this patent were expensed, but may be recapitalized pending the outcome of the USPTO’s review of the application. On October 5, 2018, we completed the acquisition of SW Kenetics Inc. on (See Note 7). Under the terms of the Merger, ATI succeeded all of the assets of SW Kenetics, Inc. and assumed all of the liabilities. The primary asset of SW Kenetics Inc. was a pending patent for modular projectiles. All rights to patent pending application were assigned and transferred to AMMO Technologies, Inc. pursuant to Intellectual Property Rights Agreement on September 27, 2018. We intend to continue building our patent portfolio to protect our proprietary technologies and processes, and will file new applications where appropriate to preserve our rights to manufacture and sell our branded lines of ammunition. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets We continually monitor events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. No impairment expense was recognized for the three and nine months ended December 31, 2018 and the three and nine months ended December 31, 2017. |
Revenue Recognition | Revenue Recognition We generate revenue from the production and sale of ammunition. We recognize revenue according to ASC 606. When the customer obtains control over the promised goods or services, we record revenue in the amount of consideration that we can expect to receive in exchange for those goods and services. The Company applies the following five-step model to determine revenue recognition: ● Identification of a contract with a customer ● Identification of the performance obligations in the contact ● determination of the transaction price ● allocation of the transaction price to the separate performance allocation ● recognition of revenue when performance obligations are satisfied The Company only applies the five-step model when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception and once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. If a contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price based on the estimated standalone selling price of each identified performance obligation. We recognize as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Accordingly, we recognize revenues (net) when the customer obtains control of the Company’s product, which typically occurs upon shipment of the product. For the nine and three months ended December 31, 2018, the Company’s customers that comprised more than ten percent (10%) of total revenues and accounts receivable were as follows: PERCENTAGES Revenues Accounts Receivable For the Nine-Months ended December 31, 2018 Customers: A 26.23 % - B 21.22 % 12.89 % C 10.95 % - D - 39.36 % E - 14.10 % 58.40 % 66.35 % For the Three-Months ended December 31, 2018 Customers: A - - B - 12.89 % C - - D - 39.36 % E 17.70 % 14.10 % 17.70 % 66.35 % |
Advertising Costs | Advertising Costs We expense advertising costs as they are incurred. We incurred advertising of $180,589 and $436,501 for the three and nine months ended December 31, 2018, respectively. |
Inventories | Inventories We state inventories at the lower of cost or market. We determine cost using the average cost method. Our inventory consists of raw materials, work in progress, and finished goods. Cost of inventory includes cost of parts, labor, quality control, and all other costs incurred to bring our inventories to condition ready to be sold. We periodically evaluate and adjust inventories for obsolescence. |
Property and Equipment | Property and Equipment We state property and equipment at cost, less accumulated depreciation. We capitalize major renewals and improvements, while we charge minor replacements, maintenance, and repairs to current operations. We compute depreciation by applying the straight-line method over estimated useful lives, which are generally five to seven years. |
Compensated Absences | Compensated Absences We accrue a liability for compensated absences in accordance with Accounting Standards Codifications 710 – Compensation – General |
Stock-Based Compensation | Stock-Based Compensation We account for stock-based compensation at fair value in accordance with SFAS No. 123 and 123 (R) (ASC 718). There were 437,500 shares of common stock issued to employees, members of the Board of Directors, and members of the Advisory Committee for services during the nine months ended December 31, 2018. On March 12, 2018, we entered into an employment agreement with an executive that included, among other provisions, an equity grant of 400,000 shares of restricted common stock that vests at the rate of 100,000 shares annually for four years. The $660,000 compensation value is being recognized ratably on a straight-line basis over the four-year period covered by the agreement. On May 1, 2018, we entered into an employment agreement with an executive that included, among other provisions, an equity grant of 100,000 shares of restricted common stock that vests at the rate of 33,333 shares annually for three years. The $250,000 compensation value is being recognized on a straight-line basis over the three-year period covered by the agreement. On September 27, 2018, we entered into three separate employment agreements that each included, among other provisions, an equity grant of 80,000 shares of restricted common stock that vests at the rate of 20,000 shares annually for four years. Each compensation value of $261,000 ($783,000 total) is being recognized on a straight-line basis over the four-year period covered by the agreement. |
Concentrations of Credit Risk | Concentrations of Credit Risk Accounts at banks are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of December 31, 2018, our bank account balances exceeded federally insured limits. |
Income Taxes | Income Taxes We file federal and state income tax returns in accordance with the applicable rules of each jurisdiction. We account for income taxes under the asset and liability method in accordance with Accounting Standards Codification 740 - Income Taxes (“ASC 740”). The provision for income taxes includes federal, state, and local income taxes currently payable, and deferred taxes. We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable amounts in years in which those temporary differences are expected to be recovered or settled. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. In accordance with ASC 740, we recognize the effect of income tax positions only if those positions are more likely than not of being sustained. We measure recognized income tax positions at the largest amount that is greater than 50% likely of being realized. We reflect changes in recognition or measurement in the period in which the change in judgment occurs. We currently have substantial net operating loss carryforwards. We have recorded a valuation allowance equal to the net deferred tax assets due to the uncertainty of the ultimate realization of the deferred tax assets. |
Contingencies | Contingencies Certain conditions may exist as of the date the consolidated financial statements are issued that may result in a loss to us but will only be resolved when one or more future events occur or fail to occur. We assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against us or unasserted claims that may result in such proceedings, we evaluate the perceived merits of any legal proceedings or unasserted claims and the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability is reasonably estimated, the estimated liability would be accrued in our consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of range of possible loss if determinable and material, would be disclosed. There were no known contingencies at December 31, 2018 or March 31, 2018. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, FASB issued ASU 2014-09, “Revenue from Contracts with Customers”. This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The revised effective date for this ASU is for annual and interim periods beginning on or after December 15, 2017, and early adoption will be permitted, but not earlier than the original effective date of annual and interim periods beginning on or after December 15, 2016, for public entities. We adopted ASU 2014-09 as of January 1, 2018, and it did not have a material impact on the Company’s consolidated results of operations, financial position or cash flows for the period ended December 31, 2018. Sales are initiated in three ways – ● third party sales representative obtains signed purchase order from a customer ● direct contact by in-house sales representatives who obtains signed purchase order ● electronic purchase order from a customer (usually the very large customers) Once a customer’s order is received a sales order is generated by authorized sales or management personnel. Once approved for shipping, the sales order is entered, the inventory control department will pull the purchased items from the inventory or if needed will request the manufacture of a specific product. When the items that were ordered are available for shipment, the merchandise is prepared for shipping and shipped by FedEx or common carrier. All sales are recorded upon shipment and, depending on credit worthiness of customer, the payment terms will vary from thirty (30) to sixty (60) days. No refunds are allowed on any product shipped. Each product manufactured by the Company has standard specifications and performance objectives. The Company has an extensive product testing program and, if the Company were given notice of a product defect by a customer, the Company would request the return of the product so that the manufacturing defect could be identified. From inception to December 31, 2018 the Company has had no returned products related to product warranty. The revenue recognition procedures set forth above have been used by the Company since its inception and are consistent with requirements of ASC 606 “Revenue from Contracts with Customers”. In February 2016, the FASB issued ASU 2016-02 – “Leases (Topic 842)” Under ASU 2016-02, entities will be required to recognize lease asset and lease liabilities by lessees for those leases classified as operating leases. Among other changes in accounting for leases, a lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to (and a lessor) should include payments to be made in optional periods only if the lessee is reasonably certain to exercise an option to extend the lease or not to exercise an option to terminate the lease. Similarly, optional payments to purchase the underlying asset should be included in the measurement of lease assets and lease liabilities only if the lessee is reasonably certain to exercise that purchase option. The amendments in ASU 2016-02 will become effective for fiscal years beginning after December 15, 2018, including interim periods with those fiscal years for public business entities. We are currently evaluating the effect of the adoption of ASU 2016-02 will have on our consolidated results of operations, financial position or cash flows. On June 20, 2018, the FASB expanded the scope of Accounting Standards Codification (ASC) 718, Compensation – Stock Compensation, to include share-based payments to nonemployees for goods and services. The accounting board said the amendments in Accounting Standards Update (ASU) No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, align the guidance for stock compensation to employees and nonemployees. The amended guidance replaces ASC 505-50, Equity – Equity-Based Payments to Non-Employees. We anticipate that this ASC will not have a material effect on the Company’s financial statements. The amendments in ASU No. 2018-07 apply “to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards,” the FASB said. But the amended guidance does not cover stock compensation that is used to provide financing to the company that issued the shares or stock awards tied to a sale of goods or services as part of a contract accounted for according to ASC 606, Revenue From Contracts With Customers. The amendments are effective for public companies for fiscal years that begin after December 15, 2018, and the quarterly and other interim periods in those years, the FASB said the amended guidance can be applied before it becomes effective, but businesses are not permitted to use the guidance in ASU No. 2018-07 before they have implemented ASC 606. We have evaluated the effect of the adoption of ASU 2018-07 will have on our consolidated results of operations, financial position or cash flows and determine the effects will not be material to the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. |
Loss Per Common Share | Loss Per Common Share We calculate basic loss per share using the weighted-average number of shares of common stock outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities, such as outstanding options and warrants, using various methods, such as the treasury stock or modified treasury stock method, in the determination of dilutive shares outstanding during each reporting period. We have issued warrants to purchase 5,510,593 shares of common stock and equity grants of 640,000 shares of common stock that are potentially dilutive. All weighted average numbers were adjusted for the reverse stock split and merger transaction. Due to the loss from operations in the three and nine months ended December 31, 2017 and 2018, there are no common shares added to calculate the dilutive EPS for those periods as the effect would be antidilutive. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Concentration | For the nine and three months ended December 31, 2018, the Company’s customers that comprised more than ten percent (10%) of total revenues and accounts receivable were as follows: PERCENTAGES Revenues Accounts Receivable For the Nine-Months ended December 31, 2018 Customers: A 26.23 % - B 21.22 % 12.89 % C 10.95 % - D - 39.36 % E - 14.10 % 58.40 % 66.35 % For the Three-Months ended December 31, 2018 Customers: A - - B - 12.89 % C - - D - 39.36 % E 17.70 % 14.10 % 17.70 % 66.35 % |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | At December 31, 2018 and March 31, 2018, the inventory balances are composed of: December 31, 2018 March 31, 2018 Finished product $ 2,142,831 $ 809,680 Raw materials 1,764,544 1,471,666 Work in process 43,933 123,661 $ 3,951,308 $ 2,405,007 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following at December 31, 2018 and March 31, 2018: December 31, 2018 March 31, 2018 Leasehold Improvements $ 81,744 $ 17,772 Furniture and Fixtures 46,274 8,102 Vehicles 103,511 89,388 Equipment 2,642,997 879,871 Tooling 109,791 359,351 Total property and equipment $ 2,984,317 $ 1,354,484 Less accumulated depreciation (341,330 ) (113,158 ) Net property and equipment 2,642,987 1,241,326 |
Capital Stock (Tables)
Capital Stock (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Outstanding and Exercisable Stock Purchase Warrants | At December 31, 2018, outstanding and exercisable stock purchase warrants consisted of the following: Number of Shares Weighted Averaged Exercise Price Weighted Average Life Remaining (Years) Outstanding at March 31, 2018 $ 8,872,160 $ 2.22 1.79 Granted 1,600,752 2.06 3.99 Exercised (1,987,519 ) 2.41 - Forfeited or cancelled (2,974,800 ) 2.47 - Outstanding at December 31, 2018 5,510,593 $ 1.98 4.28 Exercisable at December 31, 2018 5,510,593 $ 1.98 4.28 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Total Purchase Consideration on Intangible Assets | We recorded the total purchase consideration to patents as follows: Cash $ 250,000 Contingent Consideration Payable 1,250,000 Common Stock 1,700 Additional Paid-in Capital 4,622,305 Gain on Bargain Purchase 1,599,161 Fair Value of Patent $ 7,723,166 |
Organization and Business Act_2
Organization and Business Activity (Details Narrative) - shares | Mar. 17, 2017 | Dec. 15, 2016 | Dec. 31, 2018 |
Number of shares sold | 475,681 | ||
Number of shares issued for pre split | 11,891,976 | ||
Reverse stock split | 1-for-25 reverse stock split ("Reverse Split") of the issued and outstanding shares of the common stock of the Company. As a result of the reverse split, the previous issued and outstanding shares of common stock became 580,052 shares; no shareholder was reversed below 100 shares, and all fractional shares resulting from the reverse split were rounded up to the next whole share. | ||
Number of shares issued, post reverse split | 580,052 | ||
Number of shares newly issued | 6,216,083 | ||
PRIVCO Agreement [Member] | |||
Number of shares newly issued | 17,285,800 | ||
Number of shares retired | 475,681 | ||
Number of shares issued to satisfy insurance liability | 500,000 | ||
Number of shares, equivalent to the issuance | 604,371 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Sep. 27, 2018 | May 01, 2018 | Mar. 12, 2018 | Feb. 06, 2018 | Sep. 28, 2017 | Sep. 13, 2017 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Allowance for doubtful accounts | $ 14,046 | $ 23,046 | $ 14,046 | ||||||||
Common stock issued for cash , shares | 6,216,083 | ||||||||||
Amortization | 12,500 | $ 7,222 | $ 37,500 | $ 39,583 | |||||||
Agreement terms | Under the terms of the Exclusive License Agreement, the Company is obligated to pay a royalty to the patent holder, based on a $0.01 per unit basis for each round of ammunition sold that incorporates this patented technology through October 29, 2028 | ||||||||||
Impairment expense | |||||||||||
Advertising costs | 180,589 | $ 436,501 | |||||||||
Common stock issued to employees for services | 437,500 | ||||||||||
Option granted | 1,600,752 | ||||||||||
Contingency | $ 0 | 0 | $ 0 | ||||||||
Employment agreement [Member] | Executive [Member] | |||||||||||
Option granted | 100,000 | 400,000 | |||||||||
Options vesting in period | 33,333 | 100,000 | |||||||||
Vesting period | 3 years | 4 years | |||||||||
Compensation expenses | $ 250,000 | $ 660,000 | |||||||||
Employment agreement [Member] | Three Employee Agreements [Member] | |||||||||||
Option granted | 80,000 | ||||||||||
Options vesting in period | 20,000 | ||||||||||
Vesting period | 4 years | ||||||||||
Compensation expenses | $ 783,000 | ||||||||||
Each compensation value recognized on straight-line basis | $ 261,000 | ||||||||||
Patents [Member] | |||||||||||
Ownership percentage in ATI | 100.00% | ||||||||||
Payment of note payable related party | $ 10,783 | $ 22,495 | 6,000 | ||||||||
Share price | $ 1.25 | $ 1.25 | |||||||||
Shares issued for patents, amount | $ 950,000 | ||||||||||
Patent amortization expense | $ 21,269 | $ 25,166 | $ 63,806 | $ 25,166 | |||||||
Warrants [Member] | |||||||||||
Antidilutive securities excluded from computation of earnings per share, amount | 5,510,593 | ||||||||||
Equity grants [Member] | |||||||||||
Antidilutive securities excluded from computation of earnings per share, amount | 640,000 | ||||||||||
Minimum [Member] | |||||||||||
Property and equipment useful life | 5 years | ||||||||||
Customers payment due term | 30 days | ||||||||||
Maximum [Member] | |||||||||||
Property and equipment useful life | 7 years | ||||||||||
Federal deposit insurance corporation limit | $ 250,000 | $ 250,000 | |||||||||
Customers payment due term | 60 days | ||||||||||
Jesse James [Member] | Licensing Agreements [Member] | |||||||||||
Common stock issued for cash , shares | 100,000 | ||||||||||
Additional common stock issued | 75,000 | ||||||||||
Gross sale | $ 15,000,000 | ||||||||||
Jeff Rann [Member] | Licensing Agreements [Member] | |||||||||||
Common stock issued for cash , shares | 100,000 | ||||||||||
Additional common stock issued | 75,000 | ||||||||||
Gross sale | $ 15,000,000 | ||||||||||
Hallam, Inc [Member] | Two Shareholders [Member] | |||||||||||
Shares issued for patents, share | 600,000 | ||||||||||
Payment of note payable related party | $ 200,000 | ||||||||||
Hallam, Inc [Member] | Shareholders [Member] | |||||||||||
Payment of note payable related party | $ 100,000 | $ 100,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of concentration (Details) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2018 | Dec. 31, 2018 | |
Sales Revenue, Net [Member] | ||
Concentration Percentage | 17.70% | 58.40% |
Accounts receivable [Member] | ||
Concentration Percentage | 66.35% | 66.35% |
A [Member] | Sales Revenue, Net [Member] | ||
Concentration Percentage | 26.23% | |
A [Member] | Accounts receivable [Member] | ||
Concentration Percentage | ||
B [Member] | Sales Revenue, Net [Member] | ||
Concentration Percentage | 21.22% | |
B [Member] | Accounts receivable [Member] | ||
Concentration Percentage | 12.89% | 12.89% |
C [Member] | Sales Revenue, Net [Member] | ||
Concentration Percentage | 10.95% | |
C [Member] | Accounts receivable [Member] | ||
Concentration Percentage | ||
D [Member] | Sales Revenue, Net [Member] | ||
Concentration Percentage | ||
D [Member] | Accounts receivable [Member] | ||
Concentration Percentage | 39.36% | 39.36% |
E [Member] | Sales Revenue, Net [Member] | ||
Concentration Percentage | 17.70% | |
E [Member] | Accounts receivable [Member] | ||
Concentration Percentage | 14.10% | 14.10% |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory (Details) - USD ($) | Dec. 31, 2018 | Mar. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Finished product | $ 2,142,831 | $ 809,680 |
Raw materials | 1,764,544 | 1,471,666 |
Work in process | 43,933 | 123,661 |
Inventory, net | $ 3,951,308 | $ 2,405,007 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |||||
Depreciation expense | $ 91,837 | $ 35,297 | $ 22,880 | $ 228,172 | $ 64,361 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2018 | Mar. 31, 2018 |
Total property and equipment | $ 2,984,317 | $ 1,354,484 |
Less accumulated depreciation | (341,330) | (113,158) |
Net property and equipment | 2,642,987 | 1,241,326 |
Leasehold Improvements [Member] | ||
Total property and equipment | 81,744 | 17,772 |
Furniture and Fixtures [Member] | ||
Total property and equipment | 46,274 | 8,102 |
Vehicles [Member] | ||
Total property and equipment | 103,511 | 89,388 |
Equipment [Member] | ||
Total property and equipment | 2,642,997 | 879,871 |
Tooling [Member] | ||
Total property and equipment | $ 109,791 | $ 359,351 |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2018 | Mar. 31, 2018 | |
Note Issuance Costs | $ 164,495 | $ 164,495 | |
Interest expense debt | 11,505 | ||
Accrued interest payable | $ 22,541 | $ 22,541 | |
January 9, 2019 [Member] | Qualified Financing [Member] | |||
Debt issuance percentage | 100.00% | 100.00% | |
Debt instrument maturity date description | The Maturity Date of the notes is the two year anniversary from the date of issuance. | ||
Conversion price per shares | $ 2.50 | $ 2.50 | |
Proceeds for convertible debt | $ 10,000,000 | ||
January 9, 2019 [Member] | Qualified Financing [Member] | Common Shares [Member] | |||
Conversion price per shares | $ 2.50 | $ 2.50 | |
January 9, 2019 [Member] | Accredited Investors [Member] | |||
Debt issuance percentage | 10.00% | 10.00% | |
Convertible promissory note principal amount | $ 1,710,000 | $ 1,710,000 | |
Note Issuance Costs | 176,000 | 176,000 | |
January 9, 2019 [Member] | Accredited Investors [Member] | Commission Fees [Member] | |||
Debt instrument fee amount | 171,000 | 171,000 | |
January 9, 2019 [Member] | Accredited Investors [Member] | Escrow Fees [Member] | |||
Debt instrument fee amount | $ 5,000 | $ 5,000 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - USD ($) | Jul. 06, 2018 | May 24, 2018 | Dec. 15, 2016 | Dec. 31, 2018 | Oct. 24, 2018 | Apr. 30, 2018 | Mar. 31, 2018 |
Common stock issued | 6,216,083 | ||||||
Value of common stock shares sold | $ 3,591,030 | ||||||
Number of exercised warrant shares issued | 1,972,800 | 1,972,800 | |||||
Value of exercised warrants | $ 4,767,625 | ||||||
Number of cashless exercise of warrant issued | 10,495 | ||||||
Number of shares issued for services | 5,000 | ||||||
Shares issued for services, value | $ 22,350 | ||||||
Acquisition stock issuances, shares | 1,700,002 | ||||||
Acquisition stock issuances | $ 4,624,005 | ||||||
Number of shares issued to employees, Board of Directors and Advisory Committee members | 437,500 | ||||||
Shares issued to employees, Board of Directors and Advisory Committee members, value | $ 644,724 | ||||||
Unit price of offering | $ 1.65 | ||||||
Exercise price of the warrants | $ 2.42 | $ 2 | |||||
Number of securities sold | 475,681 | ||||||
Value of securities sold | $ 22,350 | ||||||
Offering consisted units description | In December of 2018, we entered into a placement agreement to secure equity capital from qualified investors to provide funds to our operations. The offering consisted of Units priced at $2.00, which included one share of common stock and one five-year warrant to purchase an additional half-share of common stock for an exercise price of $2.40 per share. Effectively, every two units purchased provided the investor with a five-year warrant at an exercise price of $2.40 per share. Units sold under this agreement totaled 172,000 shares of common stock and 86,000 warrants for $344,000 for the nine month period ended December 31, 2018. | ||||||
Warrant terms | 5 years | ||||||
Warrants outstanding | $ 5,510,593 | ||||||
Number of shares forfeited or cancelled | (2,974,800) | (2,974,800) | |||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||
Warrant Three Years [Member] | |||||||
Exercise price of the warrants | $ 2.50 | ||||||
Number of warrant to purchase shares of common stock | 349,060 | ||||||
March 2025 [Member] | |||||||
Exercise price of the warrants | $ 1.65 | ||||||
Number of warrant to purchase shares of common stock | 966,494 | ||||||
Next Three to Five Years [Member] | |||||||
Exercise price of the warrants | $ 2 | ||||||
Number of warrant to purchase shares of common stock | 4,109,039 | ||||||
Over Five Years [Member] | |||||||
Exercise price of the warrants | $ 2.40 | ||||||
Number of warrant to purchase shares of common stock | 86,000 | ||||||
Placement Agent Agreement [Member] | |||||||
Cash fee in percentage | 12.00% | ||||||
Cash fee | $ 389,644 | ||||||
Placement Agreement [Member] | |||||||
Unit price of offering | $ 1.65 | ||||||
Value of securities sold | $ 344,000 | ||||||
Warrant terms | 7 years | ||||||
Private Offering [Member] | |||||||
Warrants outstanding | $ 4,947,600 | ||||||
Warrant purchase agreement terms | The warrants could be called when the average price of our common stock traded at $5.00 per share or higher, for a consecutive 30 day period. This call provision was met on May 21, 2018. | ||||||
Amended and Restated Articles Of Association [Member] | |||||||
Common stock, shares authorized | 200,000,000 | ||||||
Common stock, par value | $ 0.001 | ||||||
Preferred stock, shares authorized | 10,000,000 | ||||||
Preferred stock, par value | $ 0.001 | ||||||
SW Kenetics Inc [Member] | |||||||
Acquisition stock issuances, shares | 1,700,002 | ||||||
Acquisition stock issuances | $ 4,617,545 | ||||||
Warrants [Member] | |||||||
Number of cashless exercise of warrant issued | 14,719 | ||||||
Warrants [Member] | Placement Agent Agreement [Member] | |||||||
Cash fee in percentage | 12.00% | ||||||
Common Shares [Member] | |||||||
Common stock issued | 2,139,886 | ||||||
Value of common stock shares sold | $ 2,140 | ||||||
Number of exercised warrant shares issued | 1,972,800 | ||||||
Number of cashless exercise of warrant issued | 10,495 | ||||||
Number of shares issued for services | 5,000 | ||||||
Shares issued for services, value | $ 5 | ||||||
Acquisition stock issuances, shares | 1,700,002 | ||||||
Acquisition stock issuances | $ 1,700 | ||||||
Common Shares [Member] | Second Placement Agreement [Member] | |||||||
Number of securities sold | 1,967,886 | ||||||
Common Shares [Member] | Placement Agreement [Member] | |||||||
Number of securities sold | 172,000 | ||||||
Warrants [Member] | Second Placement Agreement [Member] | |||||||
Number of securities sold | 983,943 | ||||||
Value of securities sold | $ 3,247,030 | ||||||
Warrants [Member] | Placement Agreement [Member] | |||||||
Number of securities sold | 86,000 | ||||||
Warrant One [Member] | |||||||
Exercise price of the warrants | $ 2.50 | ||||||
Number of warrant to purchase shares of common stock | 4,947,100 | ||||||
Warrant One [Member] | Placement Agent Agreement [Member] | |||||||
Cash fee in percentage | 12.00% | ||||||
Cash fee | $ 41,280 | ||||||
Warrant One [Member] | Placement Agreement [Member] | |||||||
Exercise price of the warrants | $ 2 | ||||||
Warrant terms | 5 years | ||||||
Warrant Two [Member] | |||||||
Exercise price of the warrants | $ 1.25 | ||||||
Number of warrant to purchase shares of common stock | 67,500 | ||||||
Warrant Three [Member] | |||||||
Exercise price of the warrants | $ 0.50 | ||||||
Number of warrant to purchase shares of common stock | 90,000 | ||||||
Investors [Member] | |||||||
Common stock issued | 2,139,886 | ||||||
Value of common stock shares sold | $ 3,591,030 | ||||||
Investors [Member] | Placement Agreement [Member] | |||||||
Unit price of offering | $ 2 | ||||||
Exercise price of the warrants | $ 2.40 | ||||||
Warrant terms | 5 years | ||||||
Placement Agent [Member] | |||||||
Cash fee in percentage | 12.00% |
Capital Stock - Schedule of Out
Capital Stock - Schedule of Outstanding and Exercisable Stock Purchase Warrants (Details) - $ / shares | Jul. 06, 2018 | Dec. 31, 2018 |
Stockholders' Equity Note [Abstract] | ||
Number of Shares, Outstanding Beginning | 8,872,160 | |
Number of Shares Granted | 1,600,752 | |
Number of Shares Exercised | (1,987,519) | |
Number of Shares Forfeited or Cancelled | (2,974,800) | (2,974,800) |
Number of Shares Outstanding Ending | 5,510,593 | |
Number of Shares Exercisable | 5,510,593 | |
Weighted Average Exercise Price Outstanding Beginning | $ 2.22 | |
Weighted Average Exercise Price Granted | 2.06 | |
Weighted Average Exercise Price Exercised | 2.41 | |
Weighted Average Exercise Price Forfeited or Cancelled | 2.47 | |
Weighted Average Exercise Price Outstanding Ending | 1.98 | |
Weighted Average Exercise Price Exercisable | $ 1.98 | |
Weighted Average Life Remaining (years) Outstanding Beginning | 1 year 9 months 14 days | |
Weighted Average Life Remaining (years), Granted | 3 years 11 months 26 days | |
Weighted Average Life Remaining (years) Outstanding Ending | 4 years 3 months 11 days | |
Weighted Average Life Remaining (years), Exercisable | 4 years 3 months 11 days |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | 9 Months Ended | |||
Dec. 31, 2018 | Dec. 13, 2018 | Sep. 27, 2018 | Aug. 20, 2018 | |
Number of shares issued in acquisition | 1,700,002 | |||
Cash payment | $ 250,000 | $ 250,000 | ||
Contingent Consideration Payable | $ 1,250,000 | $ 1,250,000 | ||
SW Kenetics Inc [Member] | ||||
Number of shares issued in acquisition | 1,700,002 | |||
Cash payment | $ 50,000 | |||
Contingent Consideration Payable | $ 50,000 | |||
Claw Back Provisions [Member] | ||||
Number of shares issued in acquisition | 1,700,002 | |||
Cash payment | $ 250,000 | |||
Common stock weighted average share price | $ 2.72 | |||
Restricted Stock [Member] | ||||
Number of shares issued in acquisition | 1,700,002 |
Acquisitions - Schedule of Tota
Acquisitions - Schedule of Total Purchase Consideration on Intangible Assets (Details Narrative) - USD ($) | Dec. 31, 2018 | Sep. 27, 2018 |
Business Combinations [Abstract] | ||
Cash | $ 250,000 | $ 250,000 |
Contingent Consideration payable | $ 1,250,000 | 1,250,000 |
Common stock | 1,700 | |
Additional Paid-in Capital | 4,622,305 | |
Gain on Bargain Purchase | 1,599,161 | |
Fair Value of Patent | $ 7,723,166 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jan. 31, 2019 | Jan. 23, 2019 | Jan. 02, 2019 | Dec. 31, 2018 | Sep. 27, 2018 |
Option granted | 1,600,752 | ||||
Business combination, aggregate purchase price | $ 250,000 | $ 250,000 | |||
Common stock issued | 6,216,083 | ||||
Stock issued during period, value | $ 3,591,030 | ||||
Stock issued during period, shares, employee benefit plan | 437,500 | ||||
Subsequent Event [Member] | |||||
Common stock issued | 1,259,500 | ||||
Number of warrants outstanding | 629,750 | ||||
Sale of stock, price per share | $ 2 | ||||
Stock issued during period, value | $ 2,519,000 | ||||
Accrued commissions | 302,280 | ||||
Warrants payable | $ 151,140 | ||||
Subsequent Event [Member] | Enlight Group II, LLC [Member] | Definitive Asset Purchase Agreement [Member] | Jageman Stamping Company's [Member] | |||||
Business acquisition, percentage of voting interests acquired | 100.00% | ||||
Business combination, aggregate purchase price | $ 15,400,000 | ||||
Stock issued during period, shares, purchase of assets | 1,000,000 | ||||
Noncontrolling interest, ownership percentage by parent | 51.00% | ||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 49.00% | ||||
Subsequent Event [Member] | Bonus [Member] | |||||
Stock issued during period, shares, employee benefit plan | 85,000 | ||||
Subsequent Event [Member] | Restricted Stock [Member] | President [Member] | |||||
Option granted | 250,000 | ||||
Vesting period | 3 years | ||||
Subsequent Event [Member] | Restricted Stock [Member] | President [Member] | Bonus [Member] | |||||
Options vesting in period | 50,000 |