Cover
Cover - USD ($) | 12 Months Ended | ||
Mar. 31, 2022 | Jun. 24, 2022 | Sep. 30, 2021 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Mar. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --03-31 | ||
Entity File Number | 001-13101 | ||
Entity Registrant Name | AMMO, Inc. | ||
Entity Central Index Key | 0001015383 | ||
Entity Tax Identification Number | 83-1950534 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 7681 E Gray Road | ||
Entity Address, City or Town | Scottsdale | ||
Entity Address, State or Province | AZ | ||
Entity Address, Postal Zip Code | 85260 | ||
City Area Code | (480) | ||
Local Phone Number | 947-0001 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 534,063,915 | ||
Entity Common Stock, Shares Outstanding | 116,588,009 | ||
Documents Incorporated by Reference | None | ||
Auditor Firm ID | 342 | ||
Auditor Name | PANNELL KERR FORSTER OF TEXAS, P.C | ||
Auditor Location | Houston, Texas | ||
Common Stock, $0.001 par value | |||
Title of 12(b) Security | Common Stock, $0.001 par value | ||
Trading Symbol | POWW | ||
Security Exchange Name | NASDAQ | ||
8.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value | |||
Title of 12(b) Security | 8.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value | ||
Trading Symbol | POWWP | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 | |
Current Assets: | |||
Cash and cash equivalents | $ 23,281,475 | $ 118,341,471 | |
Accounts receivable, net | 43,955,084 | 8,993,920 | |
Due from related parties | 15,000 | 15,657 | |
Inventories | 59,016,152 | 15,866,918 | |
Prepaid expenses | 3,423,925 | 2,402,366 | |
Total Current Assets | 129,691,636 | 145,620,332 | |
Equipment, net | 37,637,806 | 21,553,226 | |
Other Assets: | |||
Deposits | 11,360,322 | 1,833,429 | |
Licensing agreements, net | 41,667 | ||
Patents, net | 5,526,218 | 6,019,567 | |
Other intangible assets, net | 136,300,387 | 2,220,958 | |
Goodwill | 90,870,094 | [1] | |
Right of use assets - operating leases | 2,791,850 | 2,090,162 | |
TOTAL ASSETS | 414,178,313 | 179,379,341 | |
Current Liabilities: | |||
Accounts payable | 26,817,083 | 4,371,974 | |
Factoring liability | 485,671 | 1,842,188 | |
Accrued liabilities | 6,178,814 | 3,462,785 | |
Inventory credit facility | 825,675 | 1,091,098 | |
Current portion of operating lease liability | 831,429 | 663,784 | |
Current portion of note payable related party | 684,639 | 625,147 | |
Insurance premium note payable | 41,517 | ||
Total Current Liabilities | 35,823,311 | 12,098,493 | |
Long-term Liabilities: | |||
Contingent consideration payable | 204,142 | 589,892 | |
Notes payable related party, net of current portion | 181,132 | 865,771 | |
Note payable | 4,000,000 | ||
Construction note payable, net of unamortized issuance costs | 38,330 | ||
Operating lease liability, net of current portion | 2,091,351 | 1,477,656 | |
Deferred income tax liability | 1,536,481 | ||
Total Liabilities | 39,874,747 | 19,031,812 | |
Shareholders’ Equity: | |||
Series A Cumulative Perpetual Preferred Stock 8.75%, ($25.00 per share, $0.001 par value) 1,400,000 shares issued and outstanding as of March 31, 2022 | 1,400 | ||
Common stock, $0.001 par value, 200,000,000 shares authorized 116,485,747 and 93,099,067 shares issued and outstanding at March 31, 2022 and 2021, respectively | 116,487 | 93,100 | |
Additional paid-in capital | 385,426,431 | 202,073,968 | |
Accumulated deficit | (11,240,752) | (41,819,539) | |
Total Shareholders’ Equity | 374,303,566 | 160,347,529 | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 414,178,313 | $ 179,379,341 | |
[1]Other intangible assets consist of Tradenames, Customer Relationships, Intellectual Property, and other tangible assets related to the acquired business. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Financial Position [Abstract] | ||
Preferred stock, dividend rate, percentage | 8.75% | |
Preferred stock, stated value per share | $ 25 | |
Preferred stock, par value per share | $ 0.001 | |
Preferred stock, shares issued | 1,400,000 | |
Preferred stock, shares outstanding | 1,400,000 | |
Common stock, par or stated value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 116,485,747 | 93,099,067 |
Common stock, shares outstanding | 116,485,747 | 93,099,067 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Net Revenues | ||
Total Revenues | $ 240,269,166 | $ 62,482,330 |
Cost of Revenues | 151,505,657 | 51,095,679 |
Gross Profit | 88,763,509 | 11,386,651 |
Operating Expenses | ||
Selling and marketing | 7,310,216 | 1,879,128 |
Corporate general and administrative | 16,986,344 | 7,191,544 |
Employee salaries and related expenses | 13,615,439 | 5,036,721 |
Depreciation and amortization expense | 13,702,148 | 1,659,243 |
Loss on purchase | 1,000,000 | |
Total operating expenses | 51,614,147 | 16,766,636 |
Income/(Loss) from Operations | 37,149,362 | (5,379,985) |
Other Expenses | ||
Other income | 21,840 | 576,785 |
Interest expense | (637,797) | (3,009,094) |
Total other expenses | (615,957) | (2,432,309) |
Income/(Loss) before Income Taxes | 36,533,405 | (7,812,294) |
Provision for Income Taxes | 3,285,969 | |
Net Income/(Loss) | 33,247,436 | (7,812,294) |
Preferred Stock Dividend | (2,668,649) | |
Net Income/(Loss) Attributable to Common Stock Shareholders | $ 30,578,787 | $ (7,812,294) |
Net Income/(Loss) per share | ||
Basic | $ 0.27 | $ (0.14) |
Diluted | $ 0.27 | $ (0.14) |
Weighted average number of shares outstanding | ||
Basic | 112,328,680 | 55,041,502 |
Diluted | 114,189,720 | 55,041,502 |
Ammunition Sales [Member] | ||
Net Revenues | ||
Total Revenues | $ 161,459,025 | $ 49,620,530 |
Marketplace Revenue [Member] | ||
Net Revenues | ||
Total Revenues | 64,608,516 | |
Casing Sales [Member] | ||
Net Revenues | ||
Total Revenues | $ 14,201,625 | $ 12,861,800 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Mar. 31, 2020 | $ 46,204 | $ 53,219,834 | $ (34,007,245) | $ 19,258,793 | |
Beginning balance, shares at Mar. 31, 2020 | 46,204,139 | ||||
Employee stock awards | $ 1,016 | 1,449,343 | 1,450,359 | ||
Employee stock awards, shares | 1,016,331 | ||||
Stock grants | 278,585 | 278,585 | |||
Net loss | (7,812,294) | (7,812,294) | |||
Common stock issued for cash | $ 34,537 | 138,578,082 | 138,612,619 | ||
Common stock issued for cash, shares | 34,536,143 | ||||
Common stock issued for convertible notes | $ 3,145 | 4,828,061 | 4,831,206 | ||
Common stock issued for convertible notes, shares | 3,145,481 | ||||
Common stock issued for exercised warrants | $ 6,522 | 13,945,814 | 13,952,336 | ||
Common stock issued for exercised warrants, shares | 6,521,563 | ||||
Common stock issued for debt conversion | $ 1,000 | 2,099,000 | 2,100,000 | ||
Common stock issued for debt conversion, shares | 1,000,000 | ||||
Common stock issued for cashless warrant exercise | $ 733 | (733) | |||
Common stock issued for cashless warrant exercise, shares | 732,974 | ||||
Common stock issuance costs | (13,847,069) | (13,847,069) | |||
Common stock issued for services | $ 943 | 1,706,557 | 1,707,500 | ||
Common stock issued for services, shares | 943,336 | ||||
Issuance of warrants for convertible notes | 1,315,494 | 1,315,494 | |||
Common stock repurchase and cancellation | $ (1,000) | (1,499,000) | (1,500,000) | ||
Common stock repurchase and cancellation, shares | (1,000,000) | ||||
Ending balance, value at Mar. 31, 2021 | $ 93,100 | 202,073,968 | (41,819,539) | 160,347,529 | |
Ending balance, shares at Mar. 31, 2021 | 93,099,967 | ||||
Acquisition stock issuances | $ 20,000 | 142,671,282 | 142,691,282 | ||
Acquisition stock issuances, shares | 20,000,000 | ||||
Common stock issued for exercised warrants | $ 431 | 943,476 | 943,907 | ||
Common stock issued for exercised warrants, shares | 431,080 | ||||
Common stock issued for cashless warrant exercise | $ 375 | (375) | |||
Common stock issued for cashless warrant exercise, shares | 374,584 | ||||
Common stock issued for services and equipment | $ 773 | 1,630,928 | 1,631,701 | ||
Common stock issued for services and equipment, shares | 772,450 | ||||
Employee stock awards | $ 1,808 | 5,757,192 | 5,759,000 | ||
Employee stock awards, shares | 1,807,666 | ||||
Stock grants | 252,488 | 252,488 | |||
Issuance of Series A Preferred Stock, net of issuance costs | $ 1,400 | 31,007,396 | 31,008,796 | ||
Issuance of series a preferred stock, net of issuance costs , shares | 1,400,000 | ||||
Warrant issued for services | 1,090,076 | 1,090,076 | |||
Preferred stock dividends declared | (2,524,087) | (2,524,087) | |||
Dividends accumulated on preferred stock | (144,562) | (144,562) | |||
Net loss | 33,247,436 | $ 33,247,436 | |||
Common stock issued for services, shares | 772,450 | ||||
Ending balance, value at Mar. 31, 2022 | $ 1,400 | $ 116,487 | $ 385,426,431 | $ (11,240,752) | $ 374,303,566 |
Ending balance, shares at Mar. 31, 2022 | 1,400,000 | 116,485,747 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net Income/(Loss) | $ 33,247,436 | $ (7,812,294) |
Adjustments to reconcile Net Loss to Net Cash provided by (used in) operations: | ||
Depreciation and amortization | 17,339,093 | 4,876,756 |
Debt discount amortization | 38,330 | 446,466 |
Employee stock awards | 5,759,000 | 1,450,359 |
Stock grants | 252,488 | 278,585 |
Stock for services | 4,200 | 1,707,500 |
Contingent consideration payable fair value | (385,750) | (119,731) |
Allowance for doubtful accounts | 2,748,250 | 86,292 |
(Gain)/loss on disposal of assets | (12,044) | 25,400 |
Reduction in right of use asset | 720,491 | 443,739 |
Warrant issued for services | 718,045 | |
Deferred income taxes | 1,536,481 | |
Stock issued in lieu of cash payments | 48,000 | |
Interest on convertible promissory notes | 163,351 | |
Paycheck protection program note forgiveness | (1,051,985) | |
Loss on Jagemann Munition Components | 1,000,000 | |
Stock and warrants for note conversion | 1,315,494 | |
Changes in Current Assets and Liabilities | ||
Accounts receivable | (20,707,052) | (6,075,373) |
Due to (from) related parties | 657 | 150 |
Inventories | (43,149,234) | (11,458,845) |
Prepaid expenses | 1,996,287 | (1,331,710) |
Deposits | (8,826,504) | (1,616,858) |
Accounts payable | 9,930,191 | 1,810,417 |
Accrued liabilities | 2,374,686 | 1,843,166 |
Operating lease liability | (732,468) | (444,439) |
Net cash provided by (used in) operating activities | 2,852,583 | (14,415,560) |
Cash flows from investing activities: | ||
Gemini acquisition | (50,517,840) | |
Purchase of equipment | (19,218,982) | (7,437,265) |
Proceeds from disposal of assets | 59,800 | |
Net cash used in investing activities | (69,677,022) | (7,437,265) |
Cash flow from financing activities: | ||
Payments on inventory facility, net | (265,422) | 1,091,098 |
Proceeds from factoring liability | 121,488,045 | 40,309,292 |
Payments on factoring liability | (122,844,562) | (40,473,083) |
Payments on assumed debt from Gemini | (50,000,000) | |
Payments on note payable - related party | (625,147) | (8,783,410) |
Payments on insurance premium note payment | (2,208,369) | (514,746) |
Payments on note payable | (4,000,000) | |
Proceeds from paycheck protection program notes | 1,051,985 | |
Proceeds from note payable related party issued | 3,500,000 | |
Proceeds from note payable | 4,000,000 | |
Proceeds from convertible promissory notes | 1,959,000 | |
Sale of preferred stock | 35,000,000 | |
Sale of common stock | 138,612,619 | |
Common stock issued for exercised warrants | 943,907 | 13,952,336 |
Stock issuance costs | (3,199,922) | (13,895,069) |
Preferred stock dividends paid | (2,524,087) | |
Payments on common stock repurchase and cancellation | (1,500,000) | |
Net cash (used in)/provided by financing activities | (28,235,557) | 139,310,022 |
Net increase/(decrease) in cash | (95,059,996) | 117,457,197 |
Cash, beginning of period | 118,341,471 | 884,274 |
Cash, end of period | 23,281,475 | 118,341,471 |
Cash paid during the period for: | ||
Interest | 626,571 | 1,186,302 |
Income taxes | ||
Non-cash investing and financing activities: | ||
Acquisition stock issuances | 143,400,000 | |
Insurance premium note payment | 2,166,852 | 226,539 |
Dividends accumulated on preferred stock | 144,562 | |
Operating lease liability | 809,451 | 897,845 |
Construction note payable | 387,968 | |
Warrant issued for services | 1,090,077 | |
Note payable related party | 2,635,797 | |
Convertible promissory note | 4,667,855 | |
Note payable related party conversion | 2,100,000 | |
Stock subscription receivable | $ 664,975 |
ORGANIZATION AND BUSINESS ACTIV
ORGANIZATION AND BUSINESS ACTIVITY | 12 Months Ended |
Mar. 31, 2022 | |
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 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 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 17,285,800 475,681 500,000 604,371 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of AMMO, Inc. and its wholly owned subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principals in the United States of America (GAAP). 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. Significant estimates made in preparing the consolidated financial statements include the valuation of allowances for doubtful accounts, valuation of deferred tax assets, inventories, useful lives of assets, goodwill, intangible assets, stock-based compensation and warrant-based compensation. Goodwill We evaluate goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. In testing for goodwill impairment, we may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If our qualitative assessment indicates that goodwill impairment is more likely than not, we perform a two-step impairment test. We test goodwill for impairment under the two-step impairment test by first comparing the book value of net assets to the fair value of the reporting units. If the fair value is determined to be less than the book value or qualitative factors indicate that it is more likely than not that goodwill is impaired, a second step is performed to compute the amount of impairment as the difference between the estimated fair value of goodwill and the carrying value. We estimate the fair value of the reporting units using discounted cash flows. Forecasts of future cash flows are based on our best estimate of future net sales and operating expenses, based primarily on expected category expansion, pricing, market segment share, and general economic conditions. The measurement date of our annual goodwill impairment test is March 31. No impairment was recorded for the year ended March 31, 2022. We did not have any goodwill prior to the year ended March 31, 2022 and as a result no impairment analysis was performed on goodwill for periods prior to March 31, 2022. Cash and Cash Equivalents For purposes of the consolidated statements of cash flows, we consider highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. AMMO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 March 31, 2022 and March 31, 2021, we reserved $ 3,055,252 148,540 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. The license agreement grants us the exclusive worldwide rights through April 12, 2026 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. 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 were 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. 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. 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. 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. This asset will be amortized from September 2017, the first full month of the acquired rights, through October 29, 2028. 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 44,764 87,093 AMMO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. On October 5, 2018, we completed the acquisition of SW Kenetics Inc. AMMO Technologies, Inc. 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. Other Intangible Assets On March 15, 2019, Enlight Group II, LLC d/b/a Jagemann Munition Components, a wholly owned subsidiary of AMMO, Inc., completed its acquisition of assets of Jagemann Stamping Company’s ammunition casing manufacturing and sales operations pursuant to the terms of the Amended and Restated Asset Purchase Agreement (See Note 18). The intangible assets acquired include a tradename, customer relationships, and intellectual property. On April 30, 2021, we entered into an agreement and plan of merger (the “Merger Agreement”), by and among the Company, SpeedLight Group I, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company and Gemini Direct Investments, LLC, a Nevada limited liability company. Whereby SpeedLight Group I, LLC merged with and into Gemini Direct Investments, LLC, with SpeedLight Group I, LLC surviving the merger as a wholly owned subsidiary of the Company. At the time of the Merger, Gemini Direct Investments, LLC had nine (9) subsidiaries, all of which are related to Gemini’s ownership of GunBroker.com, an online auction marketplace dedicated to firearms, hunting, shooting, and related products. The intangible assets acquired include a tradename, customer relationships, intellectual property, software and domain names. 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 Revenue Recognition We generate revenue from the production and sale of ammunition, and marketplace fee revenue, which includes auction revenue, payment processing revenue, and shipping income. We recognize revenue according to Accounting Standard Codification - Revenue from Contract with Customers (“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. We apply 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 AMMO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS We only apply the five-step model when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services we transfer 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 determine those that are performance obligations, and assess whether each promised good or service is distinct. Our contracts contain a single performance obligation and the entire transaction price is allocated to the single 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 our product, which typically occurs upon shipment of the product or the performance of the service. In the year ended March 31, 2021, we began accepting contract liabilities or deferred revenue. We included Deferred Revenue in our Accrued Liabilities. We will recognize revenue when the performance obligation is met. For the years ended March 31, 2022 and 2021, the Company’s customers that comprised more than ten percent (10%) of total revenues and accounts receivable were as follows: SCHEDULE OF CONCENTRATION OF RISKS For the Year Ended For the Year Ended PERCENTAGES Revenues Accounts Receivable Revenues Accounts Receivable Customers: A - 11.8 % - - B - - 16.5 % 11.9 % C - - - 23.3 % D - - - 10.6 % - 11.8 % 16.5 % 45.8 % Disaggregated Revenue Information The following table represent a disaggregation of revenue from customers by category. We attribute net sales to categories by product or services types; ammunition, ammunition casings, and marketplace fees. The Company notes that revenue recognition processes are consistent between product and service type, however, the amount, timing and uncertainty of revenue and cash flows may vary by each product type due to the customers of each product and service type. SCHEDULE OF DISAGGREGATED REVENUE FROM CUSTOMERS BY SEGMENT March 31, 2022 March 31, 2021 For the Year Ended March 31, 2022 March 31, 2021 Ammunition Sales $ 161,459,025 $ 49,620,530 Marketplace Fee Revenue 64,608,516 - Ammunition Casings Sales 14,201,625 12,861,800 Total Sales $ 240,269,166 $ 62,482,330 Ammunition products are sold through “Big Box” retailers, manufacturers, local ammunition stores, and shooting range operators. We also sell direct to customers online. In contrast, our ammunition casings products are sold to manufacturers. Marketplace fees are generated through our Gunbroker.com online auction marketplace. AMMO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. Advertising Costs We expense advertising costs as they are incurred in selling and marketing expenses of operating expenses. Marketplace advertising costs are expenses as they are incurred in cost of revenues. We incurred advertising expenses recognized in selling expenses of $ 1,406,043 257,866 417,017 Fair Value of Financial Instruments We measure options and warrants at fair value in accordance with Accounting Standards Codification 820 – Fair Value Measurement (“ASC 820”). The objective of ASC 820 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. ASC 820 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 specifies a valuation hierarchy based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s own assumptions. These two types of inputs have created the following fair value hierarchy: Level 1 – Quoted prices for identical instruments in active markets; AMMO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. This hierarchy requires us to minimize the use of unobservable inputs and to use observable market data, if available, when estimating fair value. We value all common stock issued for services on the date of the agreements, using the price at which shares were being sold to private investors or at the value of the services performed. We valued warrants issued for services at their respective grants dates during the year ended March 31, 2022 using valuation methods and assumptions that consider, among other factors, the fair value of the underlying stock, risk free interest rate, volatility, and expected life. We valued warrants issued for the reduction in conversion price for the conversion of Convertible Promissory Notes at the grant date of March 31, 2021 using valuation methods and assumptions that consider, among other factors, the fair value of the underlying stock, risk free interest rate, volatility, and expected life. SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS AND VALUATION TECHNIQUES March 31, 2022 March 31, 2021 Risk free interest rate 1.21% 1.74 % 0.32% 0.38 % Expected volatility 89.1% 90.7 % 88.9% 90.4 % Expected term 2.5 2.5 Expected dividend yield 0 % 0 % SCHEDULE OF STOCKHOLDERS' EQUITY NOTE, WARRANTS OR RIGHTS Quoted Significant Significant Total (Level 1) (Level 2) (Level 3) March 31, 2022 Warrants issued for services $ - $ 1,090,077 $ - $ 1,090,077 March 31, 2021 Warrants issued for convertible promissory notes conversion $ - $ 1,315,494 $ - $ 1,315,494 In connection with our acquisition of Gemini, we used the Level 2 inputs in estimating the fair value of the transaction. Please refer to Note 15. Inventories We state inventories at the lower of cost or net realizable value. 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. AMMO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 ten 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 other income or 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. Compensated Absences We accrue a liability for compensated absences in accordance with Accounting Standards Codifications 710 – Compensation – General (“ASC 710”). Research and Development To date, we have expensed all costs associated with developing our product specifications, manufacturing procedures, and products through our cost of products sold, as this work was done by the same employees who produced the finished product. We anticipate that it may become necessary to reclassify research and development costs into our operating expenditures for reporting purposes as we begin to develop new technologies and lines of ammunition. Stock-Based Compensation We account for stock-based compensation at fair value in accordance with Accounting Standards Codification 718 – Compensation – Stock Compensation (“ASC 718”). which requires the measurement and recognition of compensation expense for all share-based payment awards to employees and directors. Stock-based compensation is recognized on a straight line basis over the vesting periods and forfeitures are recognized in the periods they occur. Concentrations of Credit Risk Accounts at banks are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 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 AMMO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. On September 24, 2019, the Company received notice that a former employee that had voluntarily terminated filed a complaint against the Company, and certain individuals, with the U.S. Department of Labor (“DOL”). The Complaint in alleges that the individual reported potential violations of SEC rules and regulations by management and that as a result of such disclosures, the individual experienced a hostile work environment; that the Company lacks sufficient internal controls, and that the individual was the victim of retaliation and constructive discharge after being removed as a director by majority vote of the shareholders. The claims were investigated by a newly appointed Special Investigative Committee made up of independent directors represented by special independent legal counsel. The Special Investigative Committee and legal counsel found the material claims were unsubstantiated, including those concerning alleged SEC violations, and recommended enhancements to certain corporate governance charter documents and processes which the Company promptly implemented. The matter is currently the subject of administrative investigation by the DOL via the Occupational Safety and Health Administration. The Company filed a timely Position Statement with the DOL in October of 2019 in response to the Complaint. The Company received a Due Process letter on January 13, 2022 and responded as directed with supplemental analysis on February 1, 2022. The Company filed a notice of hearing to participate in a de novo regulatory hearing before an independent DOL hearing officer. The Complaining Party filed suit in the District Court of Arizona pursuing the claim in that venue, bringing to an end the DOL proceedings. The Parties are scheduled to participate in a mediation. The Company will file a responsive pleading in July of 2022 if the matter is not amicably resolved. The Company disputes the allegations of wrongdoing and believes the matters raised in the Complaint are without merit and therefore has and will continue to aggressively defend its interests in this matter. On February 4, 2020, the Company filed suit against a former employee for violating merger agreements with SW Kenetics, Inc., employment agreements, and by unlawfully retaining property belonging to the Company following their termination. On March 11, 2020, the former employee filed a counterclaim against the Company citing breach of contract, breach of implied covenant of good faith and fair dealing, unjust enrichment, and declaratory judgement. The matter was resolved in a confidential manner on or about December 12, 2021. The Company retrieved the unlawfully removed assets, obtained a full release of all claims arising in the subject lawsuit and that might arise in the future relating to contingent consideration the former employee might have been entitled to in the future, subject to certain sales targets being achieved. The lawsuit was dismissed with prejudice, all parties bearing their own fees and costs. There were no other known contingencies at March 31, 2022 and 2021. AMMO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326),” which replaces the current incurred loss impairment methodology for most financial assets with the current expected credit loss (“CECL”) methodology. The series of new guidance amends the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments, including trade receivables. The guidance should be applied on either a prospective transition or modified-retrospective approach depending on the subtopic. The guidance is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. We anticipate that this ASC will not have a material effect on the Company’s financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The new guidance is intended to enhance and simplify various aspects of the accounting for income taxes. The new guidance eliminates certain exceptions to the general approach to the income tax accounting model, and adds new guidance to reduce the complexity in accounting for income taxes. The guidance was effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. On April 1, 2021 we adopted ASU No. 2019-12. The effects on our consolidated results of operations, financial position or cash flows were not 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. |
INCOME_(LOSS) PER COMMON SHARE
INCOME/(LOSS) PER COMMON SHARE | 12 Months Ended |
Mar. 31, 2022 | |
Net Income/(Loss) per share | |
INCOME/(LOSS) PER COMMON SHARE | NOTE 3 – INCOME/(LOSS) PER COMMON SHARE We calculate basic income/(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. We use the treasury stock method, in the determination of dilutive shares outstanding during each reporting period. We have issued warrants to purchase 2,933,755 150,000 20,000 3,607,945 SCHEDULE OF INCOME/(LOSS) PER COMMON SHARE 2022 2021 For the Year Ended 2022 2021 Numerator: Net income/(loss) $ 33,247,436 $ (7,812,294 ) Less: Preferred stock dividends (2,668,649 ) - Net income/(loss) attributable to common stockholders $ 30,578,787 $ (7,812,294 ) Denominator: Weighted averaged shares of common stock - basic 112,328,680 55,041,502 Effect of dilutive common stock purchase warrants 1,861,040 - Effect of dilutive equity incentive awards - - 114,189,720 55,041,502 Basic earnings per share: Income/(loss) per share attributable to common stockholders - basic $ 0.27 $ (0.14 ) Diluted earnings per share: Income/(loss) per share attributable to common stockholders - diluted $ 0.27 $ (0.14 ) AMMO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
INVENTORIES
INVENTORIES | 12 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 4 – INVENTORIES At March 31, 2022 and March 31, 2021, the inventory balances are composed of: SCHEDULE OF INVENTORIES March 31, 2022 March 31, 2021 Finished product $ 6,167,318 $ 899,266 Raw materials 33,924,813 12,440,548 Work in process 18,924,021 2,527,104 Inventory net $ 59,016,152 $ 15,866,918 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following at March 31, 2022 and March 31, 2021: SCHEDULE OF EQUIPMENT March 31, 2022 March 31, 2021 Leasehold Improvements $ 257,009 $ 126,558 Furniture and Fixtures 343,014 87,790 Vehicles 153,254 142,691 Equipment 32,524,850 26,425,221 Tooling 143,710 121,790 Construction in Progress 14,335,371 544,939 Total property and equipment $ 47,757,208 $ 27,448,989 Less accumulated depreciation (10,119,402 ) (5,895,763 ) Net property and equipment 37,637,806 21,553,226 Depreciation Expense for the years ended March 31, 2022 and 2021 totaled $ 4,266,126 2,904,968 3,101,929 2,674,161 1,164,197 230,797 AMMO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
FACTORING LIABILITY
FACTORING LIABILITY | 12 Months Ended |
Mar. 31, 2022 | |
Factoring Liability | |
FACTORING LIABILITY | NOTE 6 – FACTORING LIABILITY On July 1, 2019, we entered into a Factoring and Security Agreement with Factors Southwest, LLC (“FSW”). FSW may purchase from time to time the Company’s Accounts Receivables with recourse on an account by account basis. The twenty-four month agreement contains a maximum advance amount of $ 5,000,000 on 85% of eligible accounts and has an annualized interest rate of the Prime Rate published from time to time by the Wall Street Journal plus 4.5% . The agreement a contains fee of 3% ($ 150,000 ) of the Maximum Facility assessed to the Company. Our obligations under this agreement are secured by present and future accounts receivables and related assets, inventory, and equipment. The Company has the right to terminate the agreement, with 30 days written notice, upon obtaining a non-factoring credit facility. This agreement provides the Company with the ability to convert our account receivables into cash. As of March 31, 2022 and 2021, the outstanding balance of the Factoring Liability was $ 485,671 and $ 1,842,188 , respectively. Interest expense recognized on the Factoring Liability for the year ended March 31, 2022 was $ 327,746 , including $ 100,000 of amortization of the commitment fee and for the year ended March 31, 2021, $ 305,747 , including $ 50,000 of amortization of the commitment fee. On June 17, 2021, this agreement was amended which extended the maturity date to June 17, 2023. |
INVENTORY CREDIT FACILITY
INVENTORY CREDIT FACILITY | 12 Months Ended |
Mar. 31, 2022 | |
Inventory Credit Facility | |
INVENTORY CREDIT FACILITY | NOTE 7 – INVENTORY CREDIT FACILITY On June 17, 2020, we entered into a Revolving Inventory Loan and Security Agreement with FSW. FSW will establish a revolving credit line, and make loans from time to time to the Company for the purpose of providing capital. The twenty-four month agreement secured by our inventory, among other assets, contains a maximum loan amount of $ 1,750,000 an annualized interest rate of the greater of the three-month LIBOR rate plus 3.09% or 8%. 2% 35,000 2,250,000 825,675 1,091,098 40,940 8,561 171,414 36,439 |
LEASES
LEASES | 12 Months Ended |
Mar. 31, 2022 | |
Leases | |
LEASES | NOTE 8 – LEASES We lease office, manufacturing, and warehouse space in Scottsdale, AZ, Atlanta and Marietta, GA, and Manitowoc and Two Rivers, WI under contracts we classify as operating leases. None of our leases are financing leases. The Scottsdale lease does not include a renewal option. As of June 26, 2020, the Company entered into an amended agreement that modified the Manitowoc lease to monthly payments of $ 34,071 March 2025 737,680 501,125 308,326 As of March 31, 2022 and 2021, total Right of Use Assets on the Balance Sheet were $ 2,791,850 2,090,162 2,922,780 2,141,440 831,429 663,784 2,091,351 2,922,780 1,477,656 2,141,440 AMMO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Consolidated lease expense for the year ended March 31, 2022 was $ 1,221,473 1,177,589 43,884 844,442 742,433 102,008 The weighted average remaining lease term and weighted average discount rate for operating leases were 3.5 10.0% 3.4 10.0% Future minimum lease payments under non-cancellable leases as of March 31, 2022 are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELLABLE LEASES Years Ended March 31, 2023 $ 1,064,127 2024 992,620 2025 796,066 2026 351,962 2027 257,508 Thereafter 43,660 Total Lease Payments 3,505,943 Less: Amount Representing Interest (583,163 ) Present Value Of Lease Liabilities $ 2,922,780 |
CONVERTIBLE PROMISSORY NOTES
CONVERTIBLE PROMISSORY NOTES | 12 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE PROMISSORY NOTES | NOTE 9 – CONVERTIBLE PROMISSORY NOTES On January 15, 2020, the Company consummated the initial closing of a private placement offering whereby pursuant to the Subscription Agreements entered into by the Company with five (5) accredited investors, the Company issued certain Convertible Promissory Notes for an aggregate purchase price of $ 1,650,000 5 0.001 On January 30, 2020, the Company consummated the final closing of a private placement whereby pursuant to the Subscription Agreements entered into by the Company with five (5) accredited investors, the Company issued certain Convertible Promissory Notes for an aggregate purchase price of $ 850,000 5 0.001 The Notes accrue interest at a rate of 8% Additionally, the Notes contain a mandatory conversion mechanism whereby any principal and accrued interest on the Notes, upon the closing of a Qualified Financing (as defined in the Notes), converts into shares of the Company’s Common Stock at a conversion price of 66.7% of the per share purchase price of shares or other units in the Qualified Financing. If a Qualified Financing has not occurred on or before the Maturity Date, the Notes shall become convertible into shares of the Company’s Common Stock at a conversion price that is equal to 50.0% of the arithmetic mean of the Volume Weighted Average Price (“VWAP”) in the ten consecutive Trading Days immediately preceding the Maturity Date. The Notes contain customary events of default. If an Event of Default occurs, interest under the Notes will accrue at a rate of fifteen percent (15%) per annum and the outstanding principal amount of the Notes, plus accrued but unpaid interest, liquidated damages and other amounts owing with respect to the Notes will become, at the Note holder’s election, immediately due and payable in cash. AMMO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company analyzed embedded conversion options of the convertible notes at issuance to determine whether the embedded conversion options should be bifurcated and accounted for as derivative liabilities or if the embedded conversion options contain a beneficial conversion feature. This determination must be performed at each balance sheet date and makes it possible for certain instruments to be reclassified between debt and equity at different points in their life. The Company determined that it will defer recognition of its accounting until such notes become convertible. Additionally, the Company determined that the embedded conversion options do not require bifurcation and treatment as derivative liabilities, but they included contingent beneficial conversion features that are indeterminable on the commitment date. The Company notes the embedded conversion options will be accounted for and recognized, if necessary, when the contingencies are resolved (the date of a Qualified Financing or during the 10 days prior to the Maturity Date). Through the maturity date, a Qualified Financing had not occurred and the Note was not yet convertible under the Voluntary Conversion Option. Pursuant to the Subscription Agreements, each Investor will receive the number of Warrants to purchase shares of Common Stock equal to the quotient obtained by dividing 50% of the principal amount of the Note by the Conversion Price of the Note. The Warrants are exercisable at the per share purchase price of shares or other units in the Qualified Financing. If a Qualified Financing has not occurred on or before the Maturity Date, the warrants shall become exercisable at a price per share that is equal to the closing ten-day VWAP in the ten trading days immediately preceding the Maturity Date (the “Exercise Price”). The Warrants contain an anti-dilution protection feature, to adjust the Exercise Price if shares are sold or issued for a consideration per share less than the exercise price then in effect. Joseph Gunnar & Co., LLC acted as placement agent for the Offering. The Placement Agent received cash compensation of $ 200,000 5 5% 125% From October 8, 2020 to October 26, 2020, the Company received notices for voluntary conversion for the total outstanding principal ($ 2,500,000 146,104 2,157,358 1.21 1.26 1,019,121 2.19 2.67 1,198,983 2.00 116,511 Additionally, pursuant to the Subscription Agreements, the Company issued 152,868 1.51 1.58 On November 5, 2020 to November 25, 2020, the Company entered into Convertible Promissory Notes with four (4) accredited investors (the “Investors”), for an aggregate purchase price of $ 1,959,000 (each a “8% Note,” collectively, the “8% Notes”). The 8% Notes accrue interest at a rate of 8% November 5, 2022 to November 25, 2022 . Additionally, the 8% Notes contain a voluntary conversion mechanism whereby any principal and accrued interest on the 8% Notes, may be converted in holder’s discretion into shares of the Company’s Common Stock at a conversion price of $2.00 per share (“Conversion Price”). If not previously paid in full or converted, on the 180 th . The Company performed analysis at the 8% Notes respective commitment dates and determined the 8% Notes contained beneficial conversion features. The Company recorded the $ 208,855 beneficial conversion feature as a note issuance cost. The Company recognized $ 17,000 in interest expense related to the convertible promissory notes in the current period. On December 5, 2020, $ 1,020,000 8% 510,000 939,000 8% 73,313 On February 2, 2021, the remaining $ 939,000 17,247 478,123 2.00 115,811 AMMO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
NOTES PAYABLE _ RELATED PARTY
NOTES PAYABLE – RELATED PARTY | 12 Months Ended |
Mar. 31, 2022 | |
Notes Payable Related Party | |
NOTES PAYABLE – RELATED PARTY | NOTE 10 – NOTES PAYABLE – RELATED PARTY In connection with the acquisition of the casing division of Jagemann Stamping Company (“JSC”), a $ 10,400,000 500,000 9,900,000 The note bears interest per annum at approximately 4.6% payable in arrears monthly 1,500,000 Post-closing of the transaction, it was made apparent that certain equipment that was agreed to be delivered free and clear by the Seller was not achievable as Seller was not able to purchase equipment that Seller had leased. Accordingly, the remaining value of the promissory note was reduced by $ 2,596,200 1,871,306 766,068 31,924 9,250 159,530 On June 26, 2020, the Company, Enlight Group II, LLC (“Enlight”), the Company’s wholly owned subsidiary and JSC entered into a Settlement Agreement pursuant to which the parties mutually agreed to settle all disputes and mutually release each other from liabilities related to the Amended APA occurring prior to June 26, 2020. Pursuant to the Settlement Agreement, the Company shall pay JSC $ 1,269,977 5,803,800 2,635,797 August 15, 2021 204,295 upon the closing of an Offering of less than $10,000,000 would be obligated to pay the lesser of ninety percent (90%) of the Offering proceeds or seventy (70%) of the then aggregate outstanding balance of the Notes; and (b) upon the closing of an Offering of more than $10,000,000 would be obligated to pay one hundred percent (100%) of the then aggregate outstanding balance of the Notes. The Company was granted an option to repurchase up to 1,000,000 April 1, 2021 As a result of the Settlement Agreement, the Company agreed to forego $ 1,000,000 On November 5, 2020, the Company paid $ 6,000,000 592,982 1,687,664 9% 216,160 62,876 AMMO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company’s balance of Amended Note B was $ 865,771 1,490,918 110,518 60,100 On May 3, 2019, the Company entered into a promissory note of $ 375,000 the note’s original a maturity date of August 3, 2019 was extended to September 18, 2020 1.25% 18,195 10,327 In December of 2019, the Company entered into a Promissory Note of $ 90,000 25,000 1.25% 5,350 On September 23, 2020, the Company and Enlight entered into a promissory note (the “Forest Street Note”) with Forest Street, LLC (“Lender”), an Arizona limited liability company wholly owned by our current Chief Executive Officer, Fred Wagenhals, for the principal sum of $ 3.5 12% Pursuant to the terms of the Forest Street Note, the Company and Enlight (collectively, the borrower pursuant to the note) shall pay Lender; (i) on a monthly basis, beginning October 23, 2020, all accrued interest (only), (ii) on a quarterly basis, a monitoring fee of 1% of the principal amount and then accrued interest; and (iii) on the maturity date, the remaining outstanding principal balance of the Loan, together with all unpaid accrued interest thereon. On December 14, 2020, the Company entered into a Debt Conversion Agreement with the Lender Pursuant to the Agreement, the Company and Forest Street agreed to convert $ 2,100,000 1,000,000 1,400,000 1,400,000 137,666 On January 22, 2021, the Company repurchased 1,000,000 shares of the Company’s common stock issued to JSC at a price of $ 1.50 per share pursuant to the Amended APA. AMMO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
NOTE PAYABLE
NOTE PAYABLE | 12 Months Ended |
Mar. 31, 2022 | |
Note Payable | |
NOTE PAYABLE | NOTE 11 – NOTE PAYABLE On November 5, 2020, the Company, entered into a promissory note (the “12% Note”) with Lisa Kay (“LK”), an individual, for the principal sum of $ 4.0 12% November 5, 2023 Pursuant to the terms of the 12% Note, the Borrower shall pay LK: (i) on a monthly basis, beginning December 10, 2020, all accrued interest (only), and (ii) on the Maturity Date, the remaining outstanding principal balance of the Loan, together with all unpaid accrued interest thereon. The 12% Note is unsecured and is not convertible into equity securities of the Company. However, Borrower has agreed that it shall provide commercially reasonable collateral promptly upon the payment of that certain JSC Promissory Note and JSC’s contemporaneous release of security supporting that financial accommodation. The 12% Note contain terms and events of default customary for similar transactions. The Company used the net proceeds from the transaction to pay a portion of the outstanding balance owed to JSC. The Company recognized $ 197,333 On May 21, 2021, the Company repaid the Principal of the 12% Note in full. |
PAYCHECK PROTECTION NOTES PAYAB
PAYCHECK PROTECTION NOTES PAYABLE | 12 Months Ended |
Mar. 31, 2022 | |
Paycheck Protection Notes Payable | |
PAYCHECK PROTECTION NOTES PAYABLE | NOTE 12 – PAYCHECK PROTECTION NOTES PAYABLE In April of 2020, the Company determined it was necessary to obtain additional funds as a result of the foregoing uncertainty caused by COVID-19. The Company received approximately $ 1.0 624,600 427,385 1.00% two years On November 11, 2020, the Company applied for forgiveness of the $ 1,051,985 On November 23, 2020, the Company received forgiveness in full on the Paycheck Protection Note Payable from Western State Bank. The Company has recognized the forgiven amount in Other Income. On January 19, 2021, the Company received forgiveness in full on the Paycheck Protection Note Payable from BMO Harris. AMMO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
CAPITAL STOCK
CAPITAL STOCK | 12 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
CAPITAL STOCK | NOTE 13 – CAPITAL STOCK Our authorized capital consists of 200,000,000 0.001 During the year ended March 31, 2021, we issued 47,895,828 ● 34,512,143 138,564,619 ● 3,145,481 4,831,206 ● 6,521,563 13,952,336 ● 732,974 1,300,069 ● 1,000,000 2,100,000 ● 943,336 1,707,500 ● 1,016,331 1,450,359 ● 24,000 48,000 During the year ended March 31, 2022, we issued 23,385,780 ● 20,000,000 142,691,282 ● 431,080 943,907 ● 374,584 shares were issued for cashless exercise of 443,110 warrants ● 772,450 1,631,701 ● 1,807,666 5,759,000 On November 30, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Alexander Capital, L.P. (“Alexander Capital”), as representative of the underwriters listed therein (the “Underwriters”), pursuant to which the Company agreed to sell to the Underwriters in a firm commitment underwritten public offering (the “Offering”) an aggregate of 8,564,285 0.001 2.10 1,284,643 The Company conducted the Offering pursuant to a Registration Statement on Form S-1, as amended, which was declared effective by the Securities and Exchange Commission (the “Commission”) on November 30, 2020 (the “Registration Statement”). The net proceeds to the Company from the Offering, after deducting the underwriting discount, the underwriters’ fees and expenses and the Company’s estimated Offering expenses, were $ 15,850,448 AMMO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On December 11, 2020, the Company completed the closing of the Over-allotment Option. The Underwriters purchases 1,284,643 2.10 2,467,799 The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. In addition, pursuant to the terms of the Underwriting Agreement and related “lock-up” agreements, the Company (for a period of one year after the date of the Underwriting Agreement), and each director and executive officer of the Company (for a period of six months after the date of the final prospectus relating to the Public Offering), have agreed, subject to customary exceptions, not to sell, transfer or otherwise dispose of securities of the Company, without the prior written consent of Alexander Capital. On December 3, 2020, pursuant to the Underwriting Agreement, the Company entered into an Underwriter’s warrant agreement (the “Underwriters’ Warrant Agreement”) with the Underwriters and certain affiliates of the Underwriters. Pursuant to the Underwriters’ Warrant Agreement, the Company provided the Underwriters and certain affiliates of the Underwriters with a warrant to purchase 428,215 2.63 Pursuant to subscription agreements with certain investors, the Company agreed to file a registration statement for shares purchased by investors on or before the 75 th 329,800 48,000 24,000 2.00 On January 22, 2021, the Company repurchased 1,000,000 1.50 On March 12, 2021, the Company entered into an underwriting agreement (the “RA Underwriting Agreement”) with Roth Capital Partners, LLC and Alexander Capital, L.P., as representatives of the several underwriters identified therein (collectively, the “RA Underwriters”), relating to a firm commitment public offering of 20,000,000 5.00 3,000,000 3,000,000 The gross proceeds to us from the sale of 23,000,000 115,000,000 9,569,161 8,625,000 The RA Underwriting Agreement includes customary representations, warranties and covenants, and customary conditions to closing, expense and reimbursement obligations and termination provisions. Additionally, under the terms of the Underwriting Agreement, we have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the Underwriters may be required to make in respect of these liabilities. The shares of common stock being sold by us have been registered pursuant to a registration statement on Form S-3 (File No. 333-253192), which the Commission declared effective on February 24, 2021. A final prospectus supplement and accompanying base prospectus relating to the offering were filed with the Commission on March 15, 2021. AMMO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS At March 31, 2022 and March 31, 2021, outstanding and exercisable stock purchase warrants consisted of the following: SCHEDULE OF OUTSTANDING AND EXERCISABLE STOCK PURCHASE WARRANTS Number of Weighted Averaged Weighted Outstanding at March 31, 2020 8,504,372 $ 2.10 3.60 Granted 2,925,204 2.31 2.47 Exercised (7,821,631 ) 2.08 - Forfeited or cancelled - - - Outstanding at March 31, 2021 3,607,945 $ 2.31 3.24 Exercisable at March 31, 2021 3,179,730 $ 2.27 3.05 Number of Weighted Averaged Weighted Outstanding at March 31, 2021 3,607,945 $ 2.31 3.24 Granted 200,000 0.01 3.92 Exercised (874,190 ) 1.76 - Forfeited or cancelled - - - Outstanding at March 31, 2022 2,933,755 $ 2.32 2.29 Exercisable at March 31, 2022 2,933,755 $ 2.32 2.29 As of March 31, 2022, we had 2,933,755 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 100,000 0.01 911 1.65 1,821,567 2.00 474,966 2.40 386,311 2.63 150,000 6.72 |
PREFERRED STOCK
PREFERRED STOCK | 12 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
PREFERRED STOCK | NOTE 14 – PREFERRED STOCK On May 18, 2021, the Company filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware to establish the preferences, voting powers, limitations as to dividends or other distributions, qualifications, terms and conditions of redemption and other terms and conditions of the Series A Preferred Stock. The Series A Cumulative Redeemable Perpetual Preferred Stock (“Series A Preferred Stock”), as to dividend rights and rights as to the distribution of assets upon the Company’s liquidation, dissolution or winding-up, ranks: (1) senior to all classes or series of Common Stock and to all other capital stock issued by the Company expressly designated as ranking junior to the Series A Preferred Stock; (2) on parity with any future class or series of the Company’s capital stock expressly designated as ranking on parity with the Series A Preferred Stock; (3) junior to any future class or series of the Company’s capital stock expressly designated as ranking senior to the Series A Preferred Stock; and (4) junior to all the Company’s existing and future indebtedness. The Series A Preferred Stock has no stated maturity and is not subject to mandatory redemption or any sinking fund. In the event of the voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, the holders of shares for the Series A Preferred Stock are entitled to be paid out of the Company’s assets legally available for distribution to its stockholders ( i.e. 25.00 The Company will pay cumulative cash dividends on the Series A Preferred Stock when, as and if declared by its board of directors (or a duly authorized committee of its board of directors), only out of funds legally available for payment of dividends. Dividends on the Series A Preferred Stock will accrue on the stated amount of $ 25.00 8.75% 2.1875 payable quarterly in arrears on March 15, June 15, September 15 and December 15 Generally, the Series A Preferred Stock is not redeemable by the Company prior to May 18, 2026. However, upon a change of control or delisting event (each as defined in the Certificate of Designations), the Company will have a special option to redeem the Series A Preferred Stock for a limited period of time. On May 19, 2021, we entered into an underwriting agreement (the “Underwriting Agreement”) with Alexander Capital, L.P., as representative of several underwriters (collectively, the “Underwriters”), relating to a firm commitment public offering of 1,097,200 25.00 164,580 1,097,200 27,430,000 On May 25, 2021, we entered into an additional underwriting agreement with Alexander Capital, L.P. relating to a firm commitment public offering of 138,220 25.00 138,220 3,455,500 164,580 4,114,500 Preferred dividends accumulated as of March 31, 2021 were $ 144,562 0.241246528 337,745 1.01475694444444 1,420,660 0.546875 765,642 |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | NOTE 15 – ACQUISITIONS Gemini Direct Investments, LLC On April 30, 2021 (the “Effective Date”) we entered into an agreement and plan of merger (the “Merger Agreement”), by and among the Company, SpeedLight Group I, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Sub”), Gemini Direct Investments, LLC, a Nevada limited liability company (“Gemini”), and Steven F. Urvan, an individual (the “Seller”), whereby Sub merged with and into Gemini, with Sub surviving the merger as a wholly owned subsidiary of the Company (the “Merger”). At the time of the Merger, Gemini had nine (9) subsidiaries, all of which are related to Gemini’s ownership of the Gunbroker.com business. Gunbroker.com is an on-line auction marketplace dedicated to firearms, hunting, shooting, and related products. The Merger was completed on the Effective Date. In consideration of the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, on the Effective Date, (i) the Company assumed and repaid an aggregate amount of indebtedness of Gemini and its subsidiaries equal to $ 50,000,000 50,000,000 20,000,000 0.001 In connection with the Merger Agreement, the Company and the Seller agreed that the Stock Consideration consisted of: (a) 14,500,000 4,000,000 1,500,000 The total estimated consideration consisted of cash payment of $ 50,000,000 1,350,046 2,000,000 50,000,000 10,755,000 1,500,000 18,500,000 7.17 Pursuant to the Merger Agreement, the Company completed a Post-Closing Adjustment following the close of the Merger equal to the Closing Working Capital minus the Estimated Working Capital at closing of the Merger. Accordingly, the Company received a cash payment of $ 129,114 2,000,000 1,870,886 In accordance with the acquisition method of accounting for business combinations, the assets acquired, and the liabilities assumed have been recorded at their respective fair values. The consideration in excess of the fair values of assets acquired, and liabilities assumed are recorded as goodwill, which we expect to be deductible for tax purposes. The goodwill consists largely of the growth and profitability expected from this Merger. The fair value of the consideration transferred was valued as follows: SCHEDULE OF FAIR VALUE OF CONSIDERATION TRANSFERRED Cash $ 48,649,954 Working capital adjustment 1,870,886 Contingent consideration 10,755,000 Common stock 132,645,000 Assumed debt 50,000,000 Fair value of Patent $ 243,920,840 The allocation for the consideration recorded for the acquisition is as follows: SCHEDULE OF ALLOCATION FOR CONSIDERATION Accounts receivable, net $ 17,002,362 Prepaid expenses 478,963 Equipment 1,051,980 Deposits 703,389 Other Intangible assets (1) 146,617,380 Goodwill (1) 90,870,094 Right of use assets - operating leases 612,727 Accounts payable (12,514,919 ) Accrued expenses (196,780 ) Operating lease liability (704,356 ) Total Consideration $ 243,920,840 (1) Other intangible assets consist of Tradenames, Customer Relationships, Intellectual Property, and other tangible assets related to the acquired business. We recorded approximately $ 1.3 million in transaction costs in the year ended March 31, 2022 related to the above acquisition. Unaudited Pro Forma Results of Operations These pro forma results of operations give effect to the acquisition as if it had occurred on April 1, 2021. Material pro forma adjustments include the removal of approximately $ 1.8 0.9 SCHEDULE OF UNAUDITED PRO FORMA RESULTS OF OPERATIONS INCOME STATEMENT DATA For the Year Ended March 31, 2022 Net revenues $ 248,314,587 Net income $ 37,793,924 The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations and financial position that would have been achieved had the acquisition been completed and taken place on the dates indicated or the future consolidated results of operations or financial position of the Company. AMMO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | NOTE 16 – ACCRUED LIABILITIES At March 31, 2022 and March 31, 2021, accrued liabilities were as follows: SCHEDULE OF ACCRUED LIABILITIES March 31, 2022 March 31, 2021 Income taxes payable $ 1,749,488 $ - Accrued FAET 2,408,318 1,716,461 Accrued sales commissions 932,712 514,892 Unearned revenue 201,891 361,270 Accrued interest 4,762 22,667 Accrued payroll 458,027 640,717 Accrued professional fees 66,000 45,000 Other accruals 357,616 161,778 Accrued liabilities $ 6,178,814 $ 3,462,785 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 17 – RELATED PARTY TRANSACTIONS During the year ended March 31, 2022, we paid $ 229,083 60,000 173,000 1,042,277 During the year ended March 31, 2021, we paid $ 152,549 60,000 103,000 In connection with the acquisition of the casing division of JSC, a promissory note was executed. On April 30, 2019, the note was subsequently extended to April 1, 2020 The note bears interest per annum at approximately 4.6 352,157 In October of 2019, it was made apparent that certain equipment that was agreed to be delivered free and clear by the Seller was not achievable as Seller was not able to purchase equipment that Seller had leased. Accordingly, the remaining value of the promissory note was reduced by $ 2,596,200 1,871,306 766,068 31,924 9,250 159,530 Through the Administrative and Management Services Agreement the Company with JSC, the Company purchased approximately incurred $ 1.7 408,852 3.4 405,171 On June 26, 2020, the Company and JSC entered into a Settlement Agreement pursuant to which the parties mutually agreed to settle all disputes and mutually release each other from liabilities related to the Amended APA occurring prior to June 26, 2020. Pursuant to the Settlement Agreement, the Company shall pay JSC $ 1,269,977 5,803,800 2,635,797 August 15, 2021 204,295 Pursuant to such provision, the Company: (a) upon the closing of an Offering of less than $ 10,000,000 10,000,000 1,000,000 1.50 AMMO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On November 5, 2020, the Company paid $ 6,000,000 592,982 1,687,664 9 36 216,160 62,876 The Company’s balance of Amended Note B was $ 865,771 1,490,918 110,518 60,100 On January 22, 2021, the Company repurchased 1,000,000 1.50 On May 3, 2019, the Company entered into a promissory note of $ 375,000 The promissory note was amended and the note’s original a maturity date of August 3, 2019 was extended to September 18, 2020. 1.25 18,195 10,327 In December of 2019, the Company entered into a Promissory Note of $ 90,000 September 18, 2020 25,000 1.25 5,350 On September 23, 2020, the Company and Enlight entered into a promissory note (the “Forest Street Note”) with Forest Street, LLC (“Lender”), an Arizona limited liability company wholly owned by our current Chief Executive Officer, Fred Wagenhals, for the principal sum of $ 3.5 12 September 23, 2022 Pursuant to the terms of the Forest Street Note, the Company and Enlight (collectively, the borrower pursuant to the note) shall pay Lender; (i) on a monthly basis, beginning October 23, 2020, all accrued interest (only), (ii) on a quarterly basis, a monitoring fee of 1% of the principal amount and then accrued interest; and (iii) on the maturity date, the remaining outstanding principal balance of the Loan, together with all unpaid accrued interest thereon. On December 14, 2020, the Company entered into a Debt Conversion Agreement with the Lender Pursuant to the Agreement, the Company and Forest Street agreed to convert $ 2,100,000 1,000,000 1,400,000 1,400,000 137,666 AMMO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 18 – INCOME TAXES The income tax (provision) benefit for the periods shown consist of the following: SCHEDULE OF INCOME TAX PROVISION BENEFIT 2022 2021 Current US Federal $ (1,302,811 ) $ - US State (446,667 ) - Total current provision (1,749,488 ) - Deferred US Federal (7,727,011 ) 582,724 US State (2,649,291 ) 137,276 Total deferred benefit (10,376,272 ) 720,000 Change in valuation allowance 8,839,791 (720,000 ) Income tax (provision) benefit $ (3,285,969 ) $ - The reconciliation of income tax expense computed at the U.S. federal statutory rate of 21 SCHEDULE OF RECONCILIATION OF INCOME TAX 2022 2021 Computed tax expense 21 % 21 % State taxes, net of Federal income tax benefit 7 % 5 % Change in valuation allowance (24 %) (10 %) Employee stock awards 4 % (5 %) Stock grants 0 % (1 %) Stock for services 0 % (6 %) Rent expense 0 % 0 % Non-deductible meals & entertainment 0 % 0 % Stock and warrants on note conversion 0 % (5 %) Contingent consideration fair value 1 % 0 % Total provision for income taxes 9 % 0 % The Company’s effective tax rates were 9 0 AMMO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Significant components of the Company’s deferred tax liabilities and assets at March 31, 2022 and March 31, 2021 are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2022 2021 Deferred tax assets Net operating loss carryforward $ - $ 8,119,764 Loss on purchase 879,319 801,366 Other - 442,953 Total deferred tax assets $ 879,319 $ 9,364,083 Deferred tax liabilities Depreciation expense $ (2,208,361 ) $ (1,377,238 ) Other (207,439 ) - Total deferred tax liabilities $ (2,415,800 ) $ (1,377,238 ) Net deferred tax assets/(liabilities) $ (1,536,481 ) $ 7,986,845 Valuation allowance - (7,986,845 ) Total net deferred tax assets/(liabilities) $ (1,536,481 ) $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. The Company considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available and due to the significant income generated in current period there is no longer substantial doubt related to the Company’s ability to utilize its deferred tax assets, the Company removed the full valuation allowance of the deferred tax asset. For the years ended March 31, 2021, the valuation allowance increased by $ 720,000 At March 31, 2021, the Company had Federal net operating loss carry forwards (“NOLs”) for income tax purposes of $ 31,594,411 . A valuation allowance was provided for the deferred tax asset as it is uncertain at that time whether the Company will have future taxable income. There were $ 5,144,926 of NOLs generated prior to 2018 will begin to expire in 2036. The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) signed in to law on March 27, 2020, provided that NOLs generated in a taxable year beginning in 2018, 2019, or 2020, may now be carried back five years and forward indefinitely. In addition, the 80% taxable income limitation is temporarily removed, allowing NOLs to fully offset net taxable income. Once fully utilized in the current year, the Company will have no remaining NOLs available for use. In accordance with Section 382 of the Internal Revenue Code, the future utilization of the Company’s net operating loss to offset future taxable income may be subject to an annual limitation as a result of ownership changes that may have occurred previously or that could occur in the future. The Company does not believe that such an ownership change has occurred to date. The Company accounts for uncertain tax positions in accordance with ASC No. 740-10-25. ASC No. 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC No. 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. To the extent that the final tax outcome of these matters is different than the amount recorded, such differences impact income tax expense in the period in which such determination is made. Interest and penalties, if any, related to accrued liabilities for potential tax assessments are included in income tax expense. ASC No. 740-10-25 also requires management to evaluate tax positions taken by the Company and recognize a liability if the Company has taken uncertain tax positions that more likely than not would not be sustained upon examination by applicable taxing authorities. The Company has evaluated tax positions taken by the Company and has concluded that as of March 31, 2022 and 2021, there are no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability that would require disclosure in the financial statements. The Company has never had an Internal Revenue Service audit; therefore, the tax periods ended December 31, 2016, December 31, 2017 and March 31, 2018, 2019, 2020, 2021 and 2022 are subject to audit. AMMO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 19 – INTANGIBLE ASSETS Total amortization expense of our intangible assets was $ 13,072,967 1,971,788 Intangible assets consisted of the following: SCHEDULE OF INTANGIBLE ASSETS March 31, 2022 Life Licenses Patent Other Intangible Assets Licensing Agreement – Jesse James 5 $ 125,000 $ - $ - Licensing Agreement – Jeff Rann 5 125,000 - - Streak Visual Ammunition patent 11.2 - 950,000 - SWK patent acquisition 15 - 6,124,005 - Jagemann Munition Components: Customer Relationships 3 - - 1,450,613 Intellectual Property 3 - - 1,543,548 Tradename 5 - - 2,152,076 GDI Acquisition: Tradename 15 - - 76,532,389 Customer List 10 - - 65,252,802 Intellectual Property 10 - - 4,224,442 Other Intangible Assets 5 - - 607,747 250,000 7,074,005 151,763,617 Accumulated amortization – Licensing Agreements (250,000 ) - - Accumulated amortization – Patents - (1,547,787 ) - Accumulated amortization – Intangible Assets - - (15,463,230 ) $ - $ 5,526,218 $ 136,300,387 March 31, 2021 Life Licenses Patent Other Intangible Assets Licensing Agreement – Jesse James 5 $ 125,000 $ - $ - Licensing Agreement – Jeff Rann 5 125,000 - - Streak Visual Ammunition patent 11.2 - 950,000 - SWK patent acquisition 15 - 6,124,005 - Jagemann Munition Components: Customer Relationships 3 - - 1,450,613 Intellectual Property 3 - - 1,543,548 Tradename 5 - - 2,152,076 250,000 7,074,005 5,146,237 Accumulated amortization – Licensing Agreements (208,333 ) - - Accumulated amortization – Patents - (1,054,438 ) - Accumulated amortization – Intangible Assets - - (2,925,279 ) $ 41,667 $ 6,019,567 $ 2,220,958 Annual estimated amortization of intangible assets for the next five fiscal years are as follows: SCHEDULE OF ANNUAL AMORTIZATION OF INTANGIBLE ASSET Years Ended March 31, Estimates for 2023 $ 13,095,215 2024 13,074,489 2025 12,664,775 2026 12,664,775 2027 12,553,355 Thereafter 77,773,996 Annual amortization of intangible assets $ 141,826,605 AMMO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
SEGMENTS
SEGMENTS | 12 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENTS | NOTE 20 – SEGMENTS On April 30, 2021, the Company entered into an agreement and plan of merger with Gemini, which, along with its subsidiaries, engages primarily in the operation of an online marketplace dedicated to firearms, hunting, shooting and related products. As a result, at March 31, 2022, our Chief Executive Officer reviews financial performance based on two operating segments as follows: ● Ammunition – which consists of our manufacturing business. The Ammunition segment engages in the design, production and marketing of ammunition and ammunition component products. ● Marketplace – which consists of the GunBroker.com marketplace. In its role as an auction site, GunBroker.com supports the lawful sale of firearms, ammunition and hunting/shooting accessories. Ammunition generated approximately 73 % of our revenue for the year ended March 31, 2022, while Marketplace generated approximately 96 % of our operating income. The following tables set forth certain financial information utilized by management to evaluate our operating segments for the interim period presented: We note the acquisition of Gemini created a second reportable segment. As such, we did not report segment detail in previous periods. SCHEDULE OF OPERATING SEGMENTS For the Year Ended March 31, 2022 Ammunition Marketplace Total Net Revenues $ 175,660,650 $ 64,608,516 $ 240,269,166 Cost of Revenues 142,773,306 8,732,351 151,505,657 General and administrative expense 29,477,691 8,434,308 37,911,999 Depreciation and amortization 1,579,778 12,122,370 13,702,148 Income from Operations $ 1,829,875 $ 35,319,487 $ 37,149,362 Total assets by segment were as follows: SCHEDULE OF TOTAL ASSETS SEGMENTS For the Year Ended March 31, 2022 Ammunition $ 160,305,107 Marketplace 253,873,206 Total $ 414,178,313 Total capital expenditures by segment were as follows: SCHEDULE OF CAPITAL EXPENDITURE SEGMENT For the Year Ended March 31, 2022 Ammunition $ 17,728,023 Marketplace 1,490,959 Total $ 19,218,982 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 21 - SUBSEQUENT EVENTS Construction Loan As of June 24, 2022, subsequent to the year ended March 31, 2022, Hiawatha has made advances of Loan funds totaling approximately $ 5.8 1.0 Common Stock Issuances Subsequent to March 31, 2022, we issued 65,000 227,500 3.50 99,762 496,043 62,500 218,750 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of AMMO, Inc. and its wholly owned subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principals in the United States of America (GAAP). 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. Significant estimates made in preparing the consolidated financial statements include the valuation of allowances for doubtful accounts, valuation of deferred tax assets, inventories, useful lives of assets, goodwill, intangible assets, stock-based compensation and warrant-based compensation. |
Goodwill | Goodwill We evaluate goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. In testing for goodwill impairment, we may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If our qualitative assessment indicates that goodwill impairment is more likely than not, we perform a two-step impairment test. We test goodwill for impairment under the two-step impairment test by first comparing the book value of net assets to the fair value of the reporting units. If the fair value is determined to be less than the book value or qualitative factors indicate that it is more likely than not that goodwill is impaired, a second step is performed to compute the amount of impairment as the difference between the estimated fair value of goodwill and the carrying value. We estimate the fair value of the reporting units using discounted cash flows. Forecasts of future cash flows are based on our best estimate of future net sales and operating expenses, based primarily on expected category expansion, pricing, market segment share, and general economic conditions. The measurement date of our annual goodwill impairment test is March 31. No impairment was recorded for the year ended March 31, 2022. We did not have any goodwill prior to the year ended March 31, 2022 and as a result no impairment analysis was performed on goodwill for periods prior to March 31, 2022. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the consolidated statements of cash flows, we consider highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. AMMO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
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 March 31, 2022 and March 31, 2021, we reserved $ 3,055,252 148,540 |
License 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. The license agreement grants us the exclusive worldwide rights through April 12, 2026 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. 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 were 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. 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. |
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. 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. This asset will be amortized from September 2017, the first full month of the acquired rights, through October 29, 2028. 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 44,764 87,093 AMMO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. On October 5, 2018, we completed the acquisition of SW Kenetics Inc. AMMO Technologies, Inc. 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. |
Other Intangible Assets | Other Intangible Assets On March 15, 2019, Enlight Group II, LLC d/b/a Jagemann Munition Components, a wholly owned subsidiary of AMMO, Inc., completed its acquisition of assets of Jagemann Stamping Company’s ammunition casing manufacturing and sales operations pursuant to the terms of the Amended and Restated Asset Purchase Agreement (See Note 18). The intangible assets acquired include a tradename, customer relationships, and intellectual property. On April 30, 2021, we entered into an agreement and plan of merger (the “Merger Agreement”), by and among the Company, SpeedLight Group I, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company and Gemini Direct Investments, LLC, a Nevada limited liability company. Whereby SpeedLight Group I, LLC merged with and into Gemini Direct Investments, LLC, with SpeedLight Group I, LLC surviving the merger as a wholly owned subsidiary of the Company. At the time of the Merger, Gemini Direct Investments, LLC had nine (9) subsidiaries, all of which are related to Gemini’s ownership of GunBroker.com, an online auction marketplace dedicated to firearms, hunting, shooting, and related products. The intangible assets acquired include a tradename, customer relationships, intellectual property, software and domain names. |
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 |
Revenue Recognition | Revenue Recognition We generate revenue from the production and sale of ammunition, and marketplace fee revenue, which includes auction revenue, payment processing revenue, and shipping income. We recognize revenue according to Accounting Standard Codification - Revenue from Contract with Customers (“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. We apply 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 AMMO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS We only apply the five-step model when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services we transfer 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 determine those that are performance obligations, and assess whether each promised good or service is distinct. Our contracts contain a single performance obligation and the entire transaction price is allocated to the single 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 our product, which typically occurs upon shipment of the product or the performance of the service. In the year ended March 31, 2021, we began accepting contract liabilities or deferred revenue. We included Deferred Revenue in our Accrued Liabilities. We will recognize revenue when the performance obligation is met. For the years ended March 31, 2022 and 2021, the Company’s customers that comprised more than ten percent (10%) of total revenues and accounts receivable were as follows: SCHEDULE OF CONCENTRATION OF RISKS For the Year Ended For the Year Ended PERCENTAGES Revenues Accounts Receivable Revenues Accounts Receivable Customers: A - 11.8 % - - B - - 16.5 % 11.9 % C - - - 23.3 % D - - - 10.6 % - 11.8 % 16.5 % 45.8 % Disaggregated Revenue Information The following table represent a disaggregation of revenue from customers by category. We attribute net sales to categories by product or services types; ammunition, ammunition casings, and marketplace fees. The Company notes that revenue recognition processes are consistent between product and service type, however, the amount, timing and uncertainty of revenue and cash flows may vary by each product type due to the customers of each product and service type. SCHEDULE OF DISAGGREGATED REVENUE FROM CUSTOMERS BY SEGMENT March 31, 2022 March 31, 2021 For the Year Ended March 31, 2022 March 31, 2021 Ammunition Sales $ 161,459,025 $ 49,620,530 Marketplace Fee Revenue 64,608,516 - Ammunition Casings Sales 14,201,625 12,861,800 Total Sales $ 240,269,166 $ 62,482,330 Ammunition products are sold through “Big Box” retailers, manufacturers, local ammunition stores, and shooting range operators. We also sell direct to customers online. In contrast, our ammunition casings products are sold to manufacturers. Marketplace fees are generated through our Gunbroker.com online auction marketplace. AMMO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. |
Advertising Costs | Advertising Costs We expense advertising costs as they are incurred in selling and marketing expenses of operating expenses. Marketplace advertising costs are expenses as they are incurred in cost of revenues. We incurred advertising expenses recognized in selling expenses of $ 1,406,043 257,866 417,017 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments We measure options and warrants at fair value in accordance with Accounting Standards Codification 820 – Fair Value Measurement (“ASC 820”). The objective of ASC 820 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. ASC 820 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 specifies a valuation hierarchy based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s own assumptions. These two types of inputs have created the following fair value hierarchy: Level 1 – Quoted prices for identical instruments in active markets; AMMO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. This hierarchy requires us to minimize the use of unobservable inputs and to use observable market data, if available, when estimating fair value. We value all common stock issued for services on the date of the agreements, using the price at which shares were being sold to private investors or at the value of the services performed. We valued warrants issued for services at their respective grants dates during the year ended March 31, 2022 using valuation methods and assumptions that consider, among other factors, the fair value of the underlying stock, risk free interest rate, volatility, and expected life. We valued warrants issued for the reduction in conversion price for the conversion of Convertible Promissory Notes at the grant date of March 31, 2021 using valuation methods and assumptions that consider, among other factors, the fair value of the underlying stock, risk free interest rate, volatility, and expected life. SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS AND VALUATION TECHNIQUES March 31, 2022 March 31, 2021 Risk free interest rate 1.21% 1.74 % 0.32% 0.38 % Expected volatility 89.1% 90.7 % 88.9% 90.4 % Expected term 2.5 2.5 Expected dividend yield 0 % 0 % SCHEDULE OF STOCKHOLDERS' EQUITY NOTE, WARRANTS OR RIGHTS Quoted Significant Significant Total (Level 1) (Level 2) (Level 3) March 31, 2022 Warrants issued for services $ - $ 1,090,077 $ - $ 1,090,077 March 31, 2021 Warrants issued for convertible promissory notes conversion $ - $ 1,315,494 $ - $ 1,315,494 In connection with our acquisition of Gemini, we used the Level 2 inputs in estimating the fair value of the transaction. Please refer to Note 15. |
Inventories | Inventories We state inventories at the lower of cost or net realizable value. 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. AMMO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
Property and Equipment | 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 ten 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 other income or 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. |
Compensated Absences | Compensated Absences We accrue a liability for compensated absences in accordance with Accounting Standards Codifications 710 – Compensation – General (“ASC 710”). |
Research and Development | Research and Development To date, we have expensed all costs associated with developing our product specifications, manufacturing procedures, and products through our cost of products sold, as this work was done by the same employees who produced the finished product. We anticipate that it may become necessary to reclassify research and development costs into our operating expenditures for reporting purposes as we begin to develop new technologies and lines of ammunition. |
Stock-Based Compensation | Stock-Based Compensation We account for stock-based compensation at fair value in accordance with Accounting Standards Codification 718 – Compensation – Stock Compensation (“ASC 718”). which requires the measurement and recognition of compensation expense for all share-based payment awards to employees and directors. Stock-based compensation is recognized on a straight line basis over the vesting periods and forfeitures are recognized in the periods they occur. |
Concentrations of Credit Risk | Concentrations of Credit Risk Accounts at banks are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 |
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 AMMO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
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. On September 24, 2019, the Company received notice that a former employee that had voluntarily terminated filed a complaint against the Company, and certain individuals, with the U.S. Department of Labor (“DOL”). The Complaint in alleges that the individual reported potential violations of SEC rules and regulations by management and that as a result of such disclosures, the individual experienced a hostile work environment; that the Company lacks sufficient internal controls, and that the individual was the victim of retaliation and constructive discharge after being removed as a director by majority vote of the shareholders. The claims were investigated by a newly appointed Special Investigative Committee made up of independent directors represented by special independent legal counsel. The Special Investigative Committee and legal counsel found the material claims were unsubstantiated, including those concerning alleged SEC violations, and recommended enhancements to certain corporate governance charter documents and processes which the Company promptly implemented. The matter is currently the subject of administrative investigation by the DOL via the Occupational Safety and Health Administration. The Company filed a timely Position Statement with the DOL in October of 2019 in response to the Complaint. The Company received a Due Process letter on January 13, 2022 and responded as directed with supplemental analysis on February 1, 2022. The Company filed a notice of hearing to participate in a de novo regulatory hearing before an independent DOL hearing officer. The Complaining Party filed suit in the District Court of Arizona pursuing the claim in that venue, bringing to an end the DOL proceedings. The Parties are scheduled to participate in a mediation. The Company will file a responsive pleading in July of 2022 if the matter is not amicably resolved. The Company disputes the allegations of wrongdoing and believes the matters raised in the Complaint are without merit and therefore has and will continue to aggressively defend its interests in this matter. On February 4, 2020, the Company filed suit against a former employee for violating merger agreements with SW Kenetics, Inc., employment agreements, and by unlawfully retaining property belonging to the Company following their termination. On March 11, 2020, the former employee filed a counterclaim against the Company citing breach of contract, breach of implied covenant of good faith and fair dealing, unjust enrichment, and declaratory judgement. The matter was resolved in a confidential manner on or about December 12, 2021. The Company retrieved the unlawfully removed assets, obtained a full release of all claims arising in the subject lawsuit and that might arise in the future relating to contingent consideration the former employee might have been entitled to in the future, subject to certain sales targets being achieved. The lawsuit was dismissed with prejudice, all parties bearing their own fees and costs. There were no other known contingencies at March 31, 2022 and 2021. AMMO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326),” which replaces the current incurred loss impairment methodology for most financial assets with the current expected credit loss (“CECL”) methodology. The series of new guidance amends the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments, including trade receivables. The guidance should be applied on either a prospective transition or modified-retrospective approach depending on the subtopic. The guidance is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. We anticipate that this ASC will not have a material effect on the Company’s financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The new guidance is intended to enhance and simplify various aspects of the accounting for income taxes. The new guidance eliminates certain exceptions to the general approach to the income tax accounting model, and adds new guidance to reduce the complexity in accounting for income taxes. The guidance was effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. On April 1, 2021 we adopted ASU No. 2019-12. The effects on our consolidated results of operations, financial position or cash flows were not 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF CONCENTRATION OF RISKS | For the years ended March 31, 2022 and 2021, the Company’s customers that comprised more than ten percent (10%) of total revenues and accounts receivable were as follows: SCHEDULE OF CONCENTRATION OF RISKS For the Year Ended For the Year Ended PERCENTAGES Revenues Accounts Receivable Revenues Accounts Receivable Customers: A - 11.8 % - - B - - 16.5 % 11.9 % C - - - 23.3 % D - - - 10.6 % - 11.8 % 16.5 % 45.8 % |
SCHEDULE OF DISAGGREGATED REVENUE FROM CUSTOMERS BY SEGMENT | SCHEDULE OF DISAGGREGATED REVENUE FROM CUSTOMERS BY SEGMENT March 31, 2022 March 31, 2021 For the Year Ended March 31, 2022 March 31, 2021 Ammunition Sales $ 161,459,025 $ 49,620,530 Marketplace Fee Revenue 64,608,516 - Ammunition Casings Sales 14,201,625 12,861,800 Total Sales $ 240,269,166 $ 62,482,330 |
SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS AND VALUATION TECHNIQUES | SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS AND VALUATION TECHNIQUES March 31, 2022 March 31, 2021 Risk free interest rate 1.21% 1.74 % 0.32% 0.38 % Expected volatility 89.1% 90.7 % 88.9% 90.4 % Expected term 2.5 2.5 Expected dividend yield 0 % 0 % |
SCHEDULE OF STOCKHOLDERS' EQUITY NOTE, WARRANTS OR RIGHTS | SCHEDULE OF STOCKHOLDERS' EQUITY NOTE, WARRANTS OR RIGHTS Quoted Significant Significant Total (Level 1) (Level 2) (Level 3) March 31, 2022 Warrants issued for services $ - $ 1,090,077 $ - $ 1,090,077 March 31, 2021 Warrants issued for convertible promissory notes conversion $ - $ 1,315,494 $ - $ 1,315,494 |
INCOME_(LOSS) PER COMMON SHARE
INCOME/(LOSS) PER COMMON SHARE (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Net Income/(Loss) per share | |
SCHEDULE OF INCOME/(LOSS) PER COMMON SHARE | SCHEDULE OF INCOME/(LOSS) PER COMMON SHARE 2022 2021 For the Year Ended 2022 2021 Numerator: Net income/(loss) $ 33,247,436 $ (7,812,294 ) Less: Preferred stock dividends (2,668,649 ) - Net income/(loss) attributable to common stockholders $ 30,578,787 $ (7,812,294 ) Denominator: Weighted averaged shares of common stock - basic 112,328,680 55,041,502 Effect of dilutive common stock purchase warrants 1,861,040 - Effect of dilutive equity incentive awards - - 114,189,720 55,041,502 Basic earnings per share: Income/(loss) per share attributable to common stockholders - basic $ 0.27 $ (0.14 ) Diluted earnings per share: Income/(loss) per share attributable to common stockholders - diluted $ 0.27 $ (0.14 ) |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORIES | At March 31, 2022 and March 31, 2021, the inventory balances are composed of: SCHEDULE OF INVENTORIES March 31, 2022 March 31, 2021 Finished product $ 6,167,318 $ 899,266 Raw materials 33,924,813 12,440,548 Work in process 18,924,021 2,527,104 Inventory net $ 59,016,152 $ 15,866,918 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF EQUIPMENT | Property and equipment consisted of the following at March 31, 2022 and March 31, 2021: SCHEDULE OF EQUIPMENT March 31, 2022 March 31, 2021 Leasehold Improvements $ 257,009 $ 126,558 Furniture and Fixtures 343,014 87,790 Vehicles 153,254 142,691 Equipment 32,524,850 26,425,221 Tooling 143,710 121,790 Construction in Progress 14,335,371 544,939 Total property and equipment $ 47,757,208 $ 27,448,989 Less accumulated depreciation (10,119,402 ) (5,895,763 ) Net property and equipment 37,637,806 21,553,226 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Leases | |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELLABLE LEASES | Future minimum lease payments under non-cancellable leases as of March 31, 2022 are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELLABLE LEASES Years Ended March 31, 2023 $ 1,064,127 2024 992,620 2025 796,066 2026 351,962 2027 257,508 Thereafter 43,660 Total Lease Payments 3,505,943 Less: Amount Representing Interest (583,163 ) Present Value Of Lease Liabilities $ 2,922,780 |
CAPITAL STOCK (Tables)
CAPITAL STOCK (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
SCHEDULE OF OUTSTANDING AND EXERCISABLE STOCK PURCHASE WARRANTS | At March 31, 2022 and March 31, 2021, outstanding and exercisable stock purchase warrants consisted of the following: SCHEDULE OF OUTSTANDING AND EXERCISABLE STOCK PURCHASE WARRANTS Number of Weighted Averaged Weighted Outstanding at March 31, 2020 8,504,372 $ 2.10 3.60 Granted 2,925,204 2.31 2.47 Exercised (7,821,631 ) 2.08 - Forfeited or cancelled - - - Outstanding at March 31, 2021 3,607,945 $ 2.31 3.24 Exercisable at March 31, 2021 3,179,730 $ 2.27 3.05 Number of Weighted Averaged Weighted Outstanding at March 31, 2021 3,607,945 $ 2.31 3.24 Granted 200,000 0.01 3.92 Exercised (874,190 ) 1.76 - Forfeited or cancelled - - - Outstanding at March 31, 2022 2,933,755 $ 2.32 2.29 Exercisable at March 31, 2022 2,933,755 $ 2.32 2.29 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF FAIR VALUE OF CONSIDERATION TRANSFERRED | The fair value of the consideration transferred was valued as follows: SCHEDULE OF FAIR VALUE OF CONSIDERATION TRANSFERRED Cash $ 48,649,954 Working capital adjustment 1,870,886 Contingent consideration 10,755,000 Common stock 132,645,000 Assumed debt 50,000,000 Fair value of Patent $ 243,920,840 |
SCHEDULE OF ALLOCATION FOR CONSIDERATION | The allocation for the consideration recorded for the acquisition is as follows: SCHEDULE OF ALLOCATION FOR CONSIDERATION Accounts receivable, net $ 17,002,362 Prepaid expenses 478,963 Equipment 1,051,980 Deposits 703,389 Other Intangible assets (1) 146,617,380 Goodwill (1) 90,870,094 Right of use assets - operating leases 612,727 Accounts payable (12,514,919 ) Accrued expenses (196,780 ) Operating lease liability (704,356 ) Total Consideration $ 243,920,840 (1) Other intangible assets consist of Tradenames, Customer Relationships, Intellectual Property, and other tangible assets related to the acquired business. |
SCHEDULE OF UNAUDITED PRO FORMA RESULTS OF OPERATIONS | SCHEDULE OF UNAUDITED PRO FORMA RESULTS OF OPERATIONS INCOME STATEMENT DATA For the Year Ended March 31, 2022 Net revenues $ 248,314,587 Net income $ 37,793,924 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED LIABILITIES | At March 31, 2022 and March 31, 2021, accrued liabilities were as follows: SCHEDULE OF ACCRUED LIABILITIES March 31, 2022 March 31, 2021 Income taxes payable $ 1,749,488 $ - Accrued FAET 2,408,318 1,716,461 Accrued sales commissions 932,712 514,892 Unearned revenue 201,891 361,270 Accrued interest 4,762 22,667 Accrued payroll 458,027 640,717 Accrued professional fees 66,000 45,000 Other accruals 357,616 161,778 Accrued liabilities $ 6,178,814 $ 3,462,785 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME TAX PROVISION BENEFIT | The income tax (provision) benefit for the periods shown consist of the following: SCHEDULE OF INCOME TAX PROVISION BENEFIT 2022 2021 Current US Federal $ (1,302,811 ) $ - US State (446,667 ) - Total current provision (1,749,488 ) - Deferred US Federal (7,727,011 ) 582,724 US State (2,649,291 ) 137,276 Total deferred benefit (10,376,272 ) 720,000 Change in valuation allowance 8,839,791 (720,000 ) Income tax (provision) benefit $ (3,285,969 ) $ - |
SCHEDULE OF RECONCILIATION OF INCOME TAX | The reconciliation of income tax expense computed at the U.S. federal statutory rate of 21 SCHEDULE OF RECONCILIATION OF INCOME TAX 2022 2021 Computed tax expense 21 % 21 % State taxes, net of Federal income tax benefit 7 % 5 % Change in valuation allowance (24 %) (10 %) Employee stock awards 4 % (5 %) Stock grants 0 % (1 %) Stock for services 0 % (6 %) Rent expense 0 % 0 % Non-deductible meals & entertainment 0 % 0 % Stock and warrants on note conversion 0 % (5 %) Contingent consideration fair value 1 % 0 % Total provision for income taxes 9 % 0 % |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | Significant components of the Company’s deferred tax liabilities and assets at March 31, 2022 and March 31, 2021 are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2022 2021 Deferred tax assets Net operating loss carryforward $ - $ 8,119,764 Loss on purchase 879,319 801,366 Other - 442,953 Total deferred tax assets $ 879,319 $ 9,364,083 Deferred tax liabilities Depreciation expense $ (2,208,361 ) $ (1,377,238 ) Other (207,439 ) - Total deferred tax liabilities $ (2,415,800 ) $ (1,377,238 ) Net deferred tax assets/(liabilities) $ (1,536,481 ) $ 7,986,845 Valuation allowance - (7,986,845 ) Total net deferred tax assets/(liabilities) $ (1,536,481 ) $ - |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | Intangible assets consisted of the following: SCHEDULE OF INTANGIBLE ASSETS March 31, 2022 Life Licenses Patent Other Intangible Assets Licensing Agreement – Jesse James 5 $ 125,000 $ - $ - Licensing Agreement – Jeff Rann 5 125,000 - - Streak Visual Ammunition patent 11.2 - 950,000 - SWK patent acquisition 15 - 6,124,005 - Jagemann Munition Components: Customer Relationships 3 - - 1,450,613 Intellectual Property 3 - - 1,543,548 Tradename 5 - - 2,152,076 GDI Acquisition: Tradename 15 - - 76,532,389 Customer List 10 - - 65,252,802 Intellectual Property 10 - - 4,224,442 Other Intangible Assets 5 - - 607,747 250,000 7,074,005 151,763,617 Accumulated amortization – Licensing Agreements (250,000 ) - - Accumulated amortization – Patents - (1,547,787 ) - Accumulated amortization – Intangible Assets - - (15,463,230 ) $ - $ 5,526,218 $ 136,300,387 March 31, 2021 Life Licenses Patent Other Intangible Assets Licensing Agreement – Jesse James 5 $ 125,000 $ - $ - Licensing Agreement – Jeff Rann 5 125,000 - - Streak Visual Ammunition patent 11.2 - 950,000 - SWK patent acquisition 15 - 6,124,005 - Jagemann Munition Components: Customer Relationships 3 - - 1,450,613 Intellectual Property 3 - - 1,543,548 Tradename 5 - - 2,152,076 250,000 7,074,005 5,146,237 Accumulated amortization – Licensing Agreements (208,333 ) - - Accumulated amortization – Patents - (1,054,438 ) - Accumulated amortization – Intangible Assets - - (2,925,279 ) $ 41,667 $ 6,019,567 $ 2,220,958 |
SCHEDULE OF ANNUAL AMORTIZATION OF INTANGIBLE ASSET | Annual estimated amortization of intangible assets for the next five fiscal years are as follows: SCHEDULE OF ANNUAL AMORTIZATION OF INTANGIBLE ASSET Years Ended March 31, Estimates for 2023 $ 13,095,215 2024 13,074,489 2025 12,664,775 2026 12,664,775 2027 12,553,355 Thereafter 77,773,996 Annual amortization of intangible assets $ 141,826,605 AMMO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
SEGMENTS (Tables)
SEGMENTS (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
SCHEDULE OF OPERATING SEGMENTS | SCHEDULE OF OPERATING SEGMENTS For the Year Ended March 31, 2022 Ammunition Marketplace Total Net Revenues $ 175,660,650 $ 64,608,516 $ 240,269,166 Cost of Revenues 142,773,306 8,732,351 151,505,657 General and administrative expense 29,477,691 8,434,308 37,911,999 Depreciation and amortization 1,579,778 12,122,370 13,702,148 Income from Operations $ 1,829,875 $ 35,319,487 $ 37,149,362 |
SCHEDULE OF TOTAL ASSETS SEGMENTS | Total assets by segment were as follows: SCHEDULE OF TOTAL ASSETS SEGMENTS For the Year Ended March 31, 2022 Ammunition $ 160,305,107 Marketplace 253,873,206 Total $ 414,178,313 |
SCHEDULE OF CAPITAL EXPENDITURE SEGMENT | Total capital expenditures by segment were as follows: SCHEDULE OF CAPITAL EXPENDITURE SEGMENT For the Year Ended March 31, 2022 Ammunition $ 17,728,023 Marketplace 1,490,959 Total $ 19,218,982 |
ORGANIZATION AND BUSINESS ACT_2
ORGANIZATION AND BUSINESS ACTIVITY (Details Narrative) - shares | Mar. 17, 2017 | Dec. 15, 2016 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
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 | |
Definitive Agreement [Member] | PRIVCO [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Number of common stock shares issued | 17,285,800 | |
Number of shares retired | 475,681 | |
Number of shares issued to satisfy issuance commitment | 500,000 | |
Shares equivalent to issuance recapitalization | 604,371 |
SCHEDULE OF CONCENTRATION OF RI
SCHEDULE OF CONCENTRATION OF RISKS (Details) - Customer Concentration Risk [Member] | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue Benchmark [Member] | Customer A [Member] | ||
Product Information [Line Items] | ||
Concentration percentage | ||
Revenue Benchmark [Member] | Customer B [Member] | ||
Product Information [Line Items] | ||
Concentration percentage | 16.50% | |
Revenue Benchmark [Member] | Customer C [Member] | ||
Product Information [Line Items] | ||
Concentration percentage | ||
Revenue Benchmark [Member] | Customer D [Member] | ||
Product Information [Line Items] | ||
Concentration percentage | ||
Revenue Benchmark [Member] | Customers [Member] | ||
Product Information [Line Items] | ||
Concentration percentage | 16.50% | |
Accounts Receivable [Member] | Customer A [Member] | ||
Product Information [Line Items] | ||
Concentration percentage | 11.80% | |
Accounts Receivable [Member] | Customer B [Member] | ||
Product Information [Line Items] | ||
Concentration percentage | 11.90% | |
Accounts Receivable [Member] | Customer C [Member] | ||
Product Information [Line Items] | ||
Concentration percentage | 23.30% | |
Accounts Receivable [Member] | Customer D [Member] | ||
Product Information [Line Items] | ||
Concentration percentage | 10.60% | |
Accounts Receivable [Member] | Customers [Member] | ||
Product Information [Line Items] | ||
Concentration percentage | 11.80% | 45.80% |
SCHEDULE OF DISAGGREGATED REVEN
SCHEDULE OF DISAGGREGATED REVENUE FROM CUSTOMERS BY SEGMENT (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Product Information [Line Items] | ||
Total Sales | $ 240,269,166 | $ 62,482,330 |
Ammunition Sales [Member] | ||
Product Information [Line Items] | ||
Total Sales | 161,459,025 | 49,620,530 |
Marketplace fee revenue [Member] | ||
Product Information [Line Items] | ||
Total Sales | 64,608,516 | |
Ammunition casings sales [Member] | ||
Product Information [Line Items] | ||
Total Sales | $ 14,201,625 | $ 12,861,800 |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS AND VALUATION TECHNIQUES (Details) - Convertible Promissory Note [Member] | Mar. 31, 2022 | Mar. 31, 2021 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fair value assumptions, measurement input, percentages | 1.21 | 0.32 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fair value assumptions, measurement input, percentages | 1.74 | 0.38 |
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fair value assumptions, measurement input, percentages | 89.01 | 88.09 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fair value assumptions, measurement input, percentages | 90.7 | 90.4 |
Measurement Input, Expected Term [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fair value assumptions, measurement input, percentages | 2 years 6 months | 2 years 6 months |
Measurement Input, Expected Dividend Rate [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fair value assumptions, measurement input, percentages | 0 | 0 |
SCHEDULE OF STOCKHOLDERS' EQUIT
SCHEDULE OF STOCKHOLDERS' EQUITY NOTE, WARRANTS OR RIGHTS (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Warrants issued for services | $ 1,090,077 | |
Warrants issued for convertible promissory notes conversion | $ 1,315,494 | |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Warrants issued for services | ||
Warrants issued for convertible promissory notes conversion | ||
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Warrants issued for services | 1,090,077 | |
Warrants issued for convertible promissory notes conversion | 1,315,494 | |
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Warrants issued for services | ||
Warrants issued for convertible promissory notes conversion |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Allowance for doubtful accounts | $ 3,055,252 | $ 148,540 |
Impairment expense | 0 | 0 |
Selling expenses | 1,406,043 | 257,866 |
Advertising expenses | $ 417,017 | |
Income tax examination, description | We measure recognized income tax positions at the largest amount that is greater than 50% likely of being realized | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Federal deposit insurance corporation limit | $ 250,000 | |
Patents [Member] | Exclusive License Agreement [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Share price | $ 0.01 | |
Royalty expenses | $ 44,764 | $ 87,093 |
SCHEDULE OF INCOME_(LOSS) PER C
SCHEDULE OF INCOME/(LOSS) PER COMMON SHARE (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Net Income/(Loss) per share | ||
Net income/(loss) | $ 33,247,436 | $ (7,812,294) |
Less: Preferred stock dividends | (2,668,649) | |
Net Income/(Loss) Attributable to Common Stock Shareholders | $ 30,578,787 | $ (7,812,294) |
Weighted averaged shares of common stock - basic | 112,328,680 | 55,041,502 |
Effect of dilutive common stock purchase warrants | 1,861,040 | |
Effect of dilutive equity incentive awards | ||
Income/(loss) per share attributable to common stockholders - basic | $ 0.27 | $ (0.14) |
Income/(loss) per share attributable to common stockholders - diluted | $ 0.27 | $ (0.14) |
INCOME_(LOSS) PER COMMON SHAR_2
INCOME/(LOSS) PER COMMON SHARE (Details Narrative) - shares | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Warrant, shares | 114,189,720 | 55,041,502 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Warrants outstanding | 2,933,755 | |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Warrant, shares | 150,000 | 3,607,945 |
Equity incentive awards [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Warrant, shares | 20,000 |
SCHEDULE OF INVENTORIES (Detail
SCHEDULE OF INVENTORIES (Details) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Finished product | $ 6,167,318 | $ 899,266 |
Raw materials | 33,924,813 | 12,440,548 |
Work in process | 18,924,021 | 2,527,104 |
Inventory net | $ 59,016,152 | $ 15,866,918 |
SCHEDULE OF EQUIPMENT (Details)
SCHEDULE OF EQUIPMENT (Details) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 47,757,208 | $ 27,448,989 |
Less accumulated depreciation | (10,119,402) | (5,895,763) |
Net property and equipment | 37,637,806 | 21,553,226 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 257,009 | 126,558 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 343,014 | 87,790 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 153,254 | 142,691 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 32,524,850 | 26,425,221 |
Tools, Dies and Molds [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 143,710 | 121,790 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 14,335,371 | $ 544,939 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Depreciation expense | $ 4,266,126 | $ 2,904,968 |
Cost of Sales [Member] | ||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Depreciation expense | 3,101,929 | 2,674,161 |
Operating Expense [Member] | ||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Depreciation expense | $ 1,164,197 | $ 230,797 |
FACTORING LIABILITY (Details Na
FACTORING LIABILITY (Details Narrative) - USD ($) | 12 Months Ended | ||||
Jun. 17, 2021 | Jul. 01, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 17, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 35,000 | ||||
[custom:FactoringLiability] | $ 485,671 | $ 1,842,188 | |||
Interest expenses on factoring liability | 327,746 | 305,747 | |||
Amortization of commitment fee | $ 100,000 | $ 50,000 | |||
Debt Instrument, Maturity Date, Description | this agreement was amended which extended the maturity date to June 17, 2023. | ||||
Factoring and Security Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 5,000,000 | ||||
Line of Credit Facility, Interest Rate During Period | 85% | ||||
Line of Credit Facility, Commitment Fee Percentage | 3% | ||||
Line of Credit Facility, Commitment Fee Amount | $ 150,000 | ||||
Factoring and Security Agreement [Member] | Prime Rate [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Line of Credit Facility, Interest Rate During Period | 4.50% |
INVENTORY CREDIT FACILITY (Deta
INVENTORY CREDIT FACILITY (Details Narrative) - USD ($) | 12 Months Ended | |||
Jun. 17, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Jul. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 35,000 | |||
Interest expense on factoring liability | $ 40,940 | |||
Amortization of annual fee | 8,561 | |||
Inventory Credit Facility [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Inventory credit facility | $ 825,675 | $ 1,091,098 | ||
Interest expense on factoring liability | 171,414 | |||
Amortization of annual fee | $ 36,439 | |||
Revolving Inventory Loan and Security Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,750,000 | $ 2,250,000 | ||
Line of Credit Facility, Interest Rate Description | an annualized interest rate of the greater of the three-month LIBOR rate plus 3.09% or 8%. | |||
Line of credit facility commitment fee percentage | 2% |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELLABLE LEASES (Details) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Leases | ||
2023 | $ 1,064,127 | |
2024 | 992,620 | |
2025 | 796,066 | |
2026 | 351,962 | |
2027 | 257,508 | |
Thereafter | 43,660 | |
Total Lease Payments | 3,505,943 | |
Less: Amount Representing Interest | (583,163) | |
Present Value Of Lease Liabilities | $ 2,922,780 | $ 2,141,440 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 26, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Leases | |||||
Consolidated lease expense | $ 34,071 | $ 1,221,473 | $ 844,442 | ||
Lease agreement date | 2025-03 | ||||
Changes in right of use assets | $ 737,680 | $ 501,125 | |||
Changes in operating lease liability | $ 737,680 | $ 501,125 | |||
Reduced operating lease Assets | 308,326 | ||||
Reduced operating lease liability | 308,326 | ||||
Right use of asset | 2,791,850 | 2,090,162 | |||
Operating Lease, Liability | 2,922,780 | 2,141,440 | |||
Operating lease liability, current | 831,429 | 663,784 | |||
Operating lease liability non-current | 2,091,351 | 1,477,656 | |||
Operating Lease, Expense | 1,177,589 | 742,433 | |||
Other Lease Operating Expenses. | $ 43,884 | $ 102,008 | |||
Weighted average remaining lease term | 3 years 6 months | 3 years 4 months 24 days | |||
Weighted average discount rate for operating leases | 10% | 10% |
CONVERTIBLE PROMISSORY NOTES (D
CONVERTIBLE PROMISSORY NOTES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | 24 Months Ended | |||||||||||||
Jun. 17, 2021 | Feb. 02, 2021 | Dec. 05, 2020 | Jan. 30, 2020 | Jan. 15, 2020 | Apr. 30, 2019 | Nov. 25, 2020 | Oct. 26, 2020 | Jan. 30, 2020 | Apr. 30, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 26, 2022 | Dec. 31, 2020 | Oct. 30, 2020 | Oct. 16, 2020 | |
Short-Term Debt [Line Items] | ||||||||||||||||
Proceeds from Convertible Debt | $ 1,959,000 | |||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||||||||||
Debt instrument, description | The note bears interest per annum at approximately 4.6% payable in arrears monthly | The note bears interest per annum at approximately 4.6% payable in arrears monthly | upon the closing of an Offering of less than $10,000,000 would be obligated to pay the lesser of ninety percent (90%) of the Offering proceeds or seventy (70%) of the then aggregate outstanding balance of the Notes; and (b) upon the closing of an Offering of more than $10,000,000 would be obligated to pay one hundred percent (100%) of the then aggregate outstanding balance of the Notes. The Company was granted an option to repurchase up to 1,000,000 of the shares of the Company’s common stock issued to JSC under the Amended APA at a price of $1.50 per share through April 1, 2021 so long as there are no defaults under the Settlement Agreement. | |||||||||||||
Debt instrument, maturity date, description | this agreement was amended which extended the maturity date to June 17, 2023. | |||||||||||||||
Joseph gunnar and co LLC [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Proceeds from Convertible Debt | $ 200,000 | |||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | 5 years | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Purchase Price of Common Stock, Percent | 5% | |||||||||||||||
Conversion rate | 1.25 | |||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt instrument, interest rate, stated percentage | 8% | 8% | 8% | 8% | ||||||||||||
Outstanding principal amount converted | $ 939,000 | |||||||||||||||
Interest amount converted | $ 17,247 | |||||||||||||||
Shares issued for conversion of debt | 478,123 | |||||||||||||||
Conversion price per share | $ 2 | |||||||||||||||
Debt instrument, face amount | $ 1,020,000 | $ 939,000 | ||||||||||||||
Debt, interest expense | $ 115,811 | |||||||||||||||
Convertible Notes Payable [Member] | Common Stock [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Shares issued for conversion of debt | 510,000 | |||||||||||||||
Debt, interest expense | $ 73,313 | |||||||||||||||
Convertible Notes Payable [Member] | 4 Accredited Investors [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt instrument, interest rate, stated percentage | 8% | |||||||||||||||
Debt instrument, description | Additionally, the 8% Notes contain a voluntary conversion mechanism whereby any principal and accrued interest on the 8% Notes, may be converted in holder’s discretion into shares of the Company’s Common Stock at a conversion price of $2.00 per share (“Conversion Price”). If not previously paid in full or converted, on the 180th day following the Maturity Date, the principal and interest due under the 8% Notes shall automatically be converted to common stock shares at the Conversion Price The 8% Notes contain customary events of default (each an “Event of Default”). If an Event of Default occurs, the outstanding principal amount of the 8% Notes, plus accrued but unpaid interest, and other amounts owing with respect to the 8% Notes will become, at the 8% Note holder’s election, due and payable in cash | |||||||||||||||
Debt instrument, face amount | $ 1,959,000 | |||||||||||||||
Debt instrument, maturity date, description | November 5, 2022 to November 25, 2022 | |||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 208,855 | |||||||||||||||
Debt, interest expense | $ 17,000 | |||||||||||||||
Promissory Note [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Outstanding principal amount converted | $ 2,500,000 | |||||||||||||||
Interest amount converted | $ 146,104 | |||||||||||||||
Shares issued for conversion of debt | 2,157,358 | |||||||||||||||
Warrants to purchase shares of common stock | 1,019,121 | |||||||||||||||
Interest expense on issuance of warrants | $ 1,198,983 | $ 116,511 | ||||||||||||||
Promissory Note [Member] | Minimum [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Exercise price of warrant | $ 2.19 | |||||||||||||||
Promissory Note [Member] | Maximum [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Exercise price of warrant | 2.67 | |||||||||||||||
Promissory Note [Member] | Initial Closing [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Conversion price per share | 1.21 | |||||||||||||||
Promissory Note [Member] | Final Closing [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Conversion price per share | $ 1.26 | |||||||||||||||
Promissory Note [Member] | Joseph gunnar and co LLC [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Warrants to purchase shares of common stock | 152,868 | |||||||||||||||
Promissory Note [Member] | Joseph gunnar and co LLC [Member] | Minimum [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Exercise price of warrant | $ 1.51 | |||||||||||||||
Promissory Note [Member] | Joseph gunnar and co LLC [Member] | Maximum [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Exercise price of warrant | $ 1.58 | |||||||||||||||
Subscription agreements [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Proceeds from Convertible Debt | $ 850,000 | $ 1,650,000 | ||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | 5 years | 5 years | |||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 |
NOTES PAYABLE _ RELATED PARTY (
NOTES PAYABLE – RELATED PARTY (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | 24 Months Ended | |||||||||||||||||||||
Jun. 17, 2021 | Jan. 22, 2021 | Jan. 22, 2021 | Jan. 14, 2021 | Dec. 14, 2020 | Nov. 05, 2020 | Nov. 05, 2020 | Sep. 23, 2020 | Jun. 26, 2020 | Apr. 14, 2020 | Mar. 14, 2020 | Oct. 31, 2019 | May 03, 2019 | May 03, 2019 | Apr. 30, 2019 | Mar. 31, 2019 | Mar. 25, 2019 | Oct. 26, 2020 | May 31, 2019 | Apr. 30, 2019 | Dec. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 26, 2022 | Dec. 31, 2019 | |
Payment of note payable related party | $ 4,000,000 | ||||||||||||||||||||||||
Debt description | The note bears interest per annum at approximately 4.6% payable in arrears monthly | The note bears interest per annum at approximately 4.6% payable in arrears monthly | upon the closing of an Offering of less than $10,000,000 would be obligated to pay the lesser of ninety percent (90%) of the Offering proceeds or seventy (70%) of the then aggregate outstanding balance of the Notes; and (b) upon the closing of an Offering of more than $10,000,000 would be obligated to pay one hundred percent (100%) of the then aggregate outstanding balance of the Notes. The Company was granted an option to repurchase up to 1,000,000 of the shares of the Company’s common stock issued to JSC under the Amended APA at a price of $1.50 per share through April 1, 2021 so long as there are no defaults under the Settlement Agreement. | ||||||||||||||||||||||
Debt instrument maturity date | Apr. 01, 2020 | ||||||||||||||||||||||||
Debt instrument maturity date description | this agreement was amended which extended the maturity date to June 17, 2023. | ||||||||||||||||||||||||
Settlement Agreement [Member] | |||||||||||||||||||||||||
Payment of note payable related party | $ 6,000,000 | ||||||||||||||||||||||||
Debt description | Pursuant to the Settlement Agreement, the Company shall pay JSC $1,269,977 and shall provide JSC with: (i) two new promissory notes, a note of $5,803,800 related to the Seller Note and note of $2,635,797 for inventory and services, both with a maturity date of August 15, 2021, (ii) general business security agreements granting JSC a security interest in all personal property of the Company. Pursuant to the Notes, the Company is obligated to make monthly payments totaling $204,295 to JSC. In addition, the Notes have a mandatory prepayment provision that comes into effect if the Company conducts a publicly registered offering. Pursuant to such provision, the Company: (a) upon the closing of an Offering of less than $10,000,000 would be obligated to pay the lesser of ninety percent (90%) of the Offering proceeds or seventy (70%) of the then aggregate outstanding balance of the Notes; and (b) upon the closing of an Offering of more than $10,000,000 would be obligated to pay one hundred percent (100%) of the then aggregate outstanding balance of the Notes. The Company was granted an option to repurchase up to 1,000,000 of the shares of the Company’s common stock issued to JSC under the Amended APA at a price of $1.50 per share through April 1, 2021 so long as there are no defaults under the Settlement Agreement. | ||||||||||||||||||||||||
Principal payments | $ 1,269,977 | ||||||||||||||||||||||||
Debt instrument maturity date | Aug. 15, 2021 | ||||||||||||||||||||||||
Proceeds from Advances for Construction | $ 1,000,000 | ||||||||||||||||||||||||
Post Closing Transaction Note Reduction [Member] | |||||||||||||||||||||||||
Post-closing changes to the purchase price of transaction | $ 2,596,200 | $ 2,596,200 | |||||||||||||||||||||||
Decreased Equipment Net [Member] | |||||||||||||||||||||||||
Post-closing changes to the purchase price of transaction | 1,871,306 | 1,871,306 | |||||||||||||||||||||||
Reduction in Other Intangible Assets [Member] | |||||||||||||||||||||||||
Post-closing changes to the purchase price of transaction | 766,068 | 766,068 | |||||||||||||||||||||||
Increased Accounts Receivable [Member] | |||||||||||||||||||||||||
Post-closing changes to the purchase price of transaction | 31,924 | 31,924 | |||||||||||||||||||||||
Increase to Deposits [Member] | |||||||||||||||||||||||||
Post-closing changes to the purchase price of transaction | 9,250 | 9,250 | |||||||||||||||||||||||
Decreased Accumulated Amortization [Member] | |||||||||||||||||||||||||
Post-closing changes to the purchase price of transaction | $ 159,530 | $ 159,530 | |||||||||||||||||||||||
Inventory and Services [Member] | Settlement Agreement [Member] | |||||||||||||||||||||||||
Payment of note payable related party | $ 2,635,797 | ||||||||||||||||||||||||
Promissory Note [Member] | |||||||||||||||||||||||||
Debt conversion, converted instrument, shares issued | 2,157,358 | ||||||||||||||||||||||||
Promissory Note [Member] | Shareholder [Member] | |||||||||||||||||||||||||
Principal payments | $ 18,195 | ||||||||||||||||||||||||
Debt interest rate | 1.25% | 1.25% | 1.25% | ||||||||||||||||||||||
Interest expenses | 10,327 | ||||||||||||||||||||||||
Promissory note | $ 375,000 | $ 375,000 | |||||||||||||||||||||||
Debt instrument maturity date description | The promissory note was amended and the note’s original a maturity date of August 3, 2019 was extended to September 18, 2020. | the note’s original a maturity date of August 3, 2019 was extended to September 18, 2020 | |||||||||||||||||||||||
Promissory Note [Member] | Fred Wagenhals [Member] | |||||||||||||||||||||||||
Principal payments | $ 25,000 | ||||||||||||||||||||||||
Debt instrument maturity date | Sep. 18, 2020 | ||||||||||||||||||||||||
Debt interest rate | 1.25% | ||||||||||||||||||||||||
Interest expenses | $ 5,350 | ||||||||||||||||||||||||
Promissory note | $ 90,000 | ||||||||||||||||||||||||
Note B [Member] | Settlement Agreement [Member] | |||||||||||||||||||||||||
Payment of note payable related party | $ 592,982 | ||||||||||||||||||||||||
Interest expenses | 62,876 | ||||||||||||||||||||||||
Amended Note B [Member] | |||||||||||||||||||||||||
Notes payable related party | 865,771 | 1,490,918 | |||||||||||||||||||||||
Interest expenses | $ 110,518 | 60,100 | |||||||||||||||||||||||
Amended Note B [Member] | Settlement Agreement [Member] | |||||||||||||||||||||||||
Notes payable related party | $ 1,687,664 | $ 1,687,664 | |||||||||||||||||||||||
Debt interest rate | 9% | 9% | |||||||||||||||||||||||
Note A [Member] | Settlement Agreement [Member] | |||||||||||||||||||||||||
Interest expenses | 216,160 | ||||||||||||||||||||||||
Jagemann Stamping Company [Member] | |||||||||||||||||||||||||
Debt description | Pursuant to such provision, the Company: (a) upon the closing of an Offering of less than $10,000,000 would be obligated to pay the lesser of ninety percent (90%) of the Offering proceeds or seventy (70%) of the then aggregate outstanding balance of the Notes; and (b) upon the closing of an Offering of more than $10,000,000 would be obligated to pay one hundred percent (100%) of the then aggregate outstanding balance of the Notes. The Company was granted an option to repurchase up to 1,000,000 of the shares of the Company’s common stock issued to JSC under the Amended APA at a price of $1.50 per share through April 1, 2021 so long as there are no defaults under the Settlement Agreement. | ||||||||||||||||||||||||
Debt monthly payments | $ 204,295 | ||||||||||||||||||||||||
Stock Repurchased During Period, Shares | 1,000,000 | ||||||||||||||||||||||||
Debt interest rate | 4.60% | ||||||||||||||||||||||||
Jagemann Stamping Company [Member] | Settlement Agreement [Member] | |||||||||||||||||||||||||
Debt instrument maturity date | Apr. 01, 2021 | ||||||||||||||||||||||||
Stock Repurchased During Period, Shares | 1,000,000 | ||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 1.50 | ||||||||||||||||||||||||
Jagemann Stamping Company [Member] | Amended APA [Member] | |||||||||||||||||||||||||
Stock Repurchased During Period, Shares | 1,000,000 | ||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 1.50 | $ 1.50 | |||||||||||||||||||||||
Jagemann Stamping Company [Member] | New Issuance of Shares [Member] | |||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 1.50 | $ 1.50 | |||||||||||||||||||||||
Jagemann Stamping Company [Member] | Promissory Note [Member] | |||||||||||||||||||||||||
Payment of note payable related party | $ 10,400,000 | $ 9,900,000 | $ 500,000 | $ 1,500,000 | |||||||||||||||||||||
Jagemann Stamping Company [Member] | Promissory Note One [Member] | |||||||||||||||||||||||||
Payment of note payable related party | $ 5,803,800 | ||||||||||||||||||||||||
Forest Street, LLC [Member] | Promissory Note [Member] | |||||||||||||||||||||||||
Debt instrument maturity date | Sep. 23, 2022 | ||||||||||||||||||||||||
Debt interest rate | 12% | ||||||||||||||||||||||||
Promissory note | $ 3,500,000 | ||||||||||||||||||||||||
Debt instrument maturity date description | the Company and Enlight (collectively, the borrower pursuant to the note) shall pay Lender; (i) on a monthly basis, beginning October 23, 2020, all accrued interest (only), (ii) on a quarterly basis, a monitoring fee of 1% of the principal amount and then accrued interest; and (iii) on the maturity date, the remaining outstanding principal balance of the Loan, together with all unpaid accrued interest thereon. | ||||||||||||||||||||||||
Forest Street, LLC [Member] | Forest Street Note [Member] | Debt Conversion Agreement [Member] | |||||||||||||||||||||||||
Payment of note payable related party | $ 1,400,000 | $ 1,400,000 | |||||||||||||||||||||||
Debt monthly payments | $ 1,400,000 | ||||||||||||||||||||||||
Interest expenses | $ 137,666 | ||||||||||||||||||||||||
Debt conversion, converted Instrument, amount | $ 2,100,000 | ||||||||||||||||||||||||
Forest Street, LLC [Member] | Forest Street Note [Member] | Debt Conversion Agreement [Member] | Common Stock [Member] | |||||||||||||||||||||||||
Debt conversion, converted instrument, shares issued | 1,000,000 |
NOTE PAYABLE (Details Narrative
NOTE PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | ||
Nov. 05, 2020 | Apr. 30, 2019 | Mar. 31, 2021 | |
Short-Term Debt [Line Items] | |||
Maturity date | Apr. 01, 2020 | ||
12% Note [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument principle amount | $ 4,000,000 | ||
Interest rate | 12% | ||
Maturity date | Nov. 05, 2023 | ||
Interest expenses | $ 197,333 |
PAYCHECK PROTECTION NOTES PAY_2
PAYCHECK PROTECTION NOTES PAYABLE (Details Narrative) - Paycheck Protection Program [Member] - USD ($) | 1 Months Ended | |
Nov. 11, 2020 | Apr. 30, 2020 | |
Debt Instrument [Line Items] | ||
Proceeds from long term debt | $ 1,000,000 | |
Debt interest rate | 1% | |
Debt term | 2 years | |
Debt forgiveness | $ 1,051,985 | |
BMO Harris [Member] | ||
Debt Instrument [Line Items] | ||
Proceeds from long term debt | $ 427,385 | |
Western State Bank [Member] | ||
Debt Instrument [Line Items] | ||
Proceeds from long term debt | $ 624,600 |
SCHEDULE OF OUTSTANDING AND EXE
SCHEDULE OF OUTSTANDING AND EXERCISABLE STOCK PURCHASE WARRANTS (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of shares, outstanding beginning | 3,607,945 | 8,504,372 |
Weighted average exercise price, outstanding beginning | $ 2.31 | $ 2.10 |
Weighted average life remaining years, outstanding beginning | 3 years 2 months 26 days | 3 years 7 months 6 days |
Number of shares, granted | 200,000 | 2,925,204 |
Weighted average exercise price, granted | $ 0.01 | $ 2.31 |
Weighted average life remaining years, outstanding granted | 3 years 11 months 1 day | 2 years 5 months 19 days |
Number of shares, exercised | (874,190) | (7,821,631) |
Weighted average exercise price, exercised | $ 1.76 | $ 2.08 |
Number of shares, forfeited or cancelled | ||
Weighted average exercise price, forfeited or cancelled | ||
Number of shares, outstanding ending | 2,933,755 | 3,607,945 |
Weighted average exercise price, outstanding ending | $ 2.32 | $ 2.31 |
Weighted average life remaining years, outstanding ending | 2 years 3 months 14 days | 3 years 2 months 26 days |
Number of shares, exercisable | 2,933,755 | 3,179,730 |
Weighted average exercise price, exercisable | $ 2.32 | $ 2.27 |
Weighted average life remaining years, exercisable | 2 years 3 months 14 days | 3 years 18 days |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | 12 Months Ended | ||||||||
Mar. 16, 2021 | Mar. 12, 2021 | Jan. 22, 2021 | Dec. 11, 2020 | Nov. 30, 2020 | Dec. 15, 2016 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 03, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||
Number of stock sold, shares | 475,681 | ||||||||
Number of shares issued for services, shares | 772,450 | ||||||||
Number of shares issued for services, value | $ 1,707,500 | ||||||||
Number of shares issued for merger, value | $ 142,691,282 | ||||||||
Stock issuance cost | 3,199,922 | $ 13,895,069 | |||||||
Jagemann Stamping Company [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Stock repurchased during period, shares | 1,000,000 | ||||||||
Share price | $ 1.50 | ||||||||
Debt Conversion Agreement [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Number of shares issued for conversion of notes, shares | 1,000,000 | ||||||||
Number of shares issued for conversion of notes, value | $ 2,100,000 | ||||||||
Shares Issued for Services [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Number of shares issued for services, shares | 943,336 | ||||||||
Number of shares issued for services, value | $ 1,631,701 | $ 1,707,500 | |||||||
Underwriters Warrant Agreement [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Warrants issued to purchase common stock | 428,215 | ||||||||
Warrants exercise price | $ 2.63 | ||||||||
Subscription Agreement [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Shares issued price per share | $ 2 | ||||||||
Issuance costs, fees payable | $ 329,800 | ||||||||
Number of shares issued for liquidated damages fees, value | $ 48,000 | ||||||||
Number of shares issued for liquidated damages fees, shares | 24,000 | ||||||||
Warrant [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Shares issued cashless exercise of warrants, shares | 374,584 | 732,974 | |||||||
Shares issued cashless, exercise of warrants | 443,110 | 1,300,069 | |||||||
Warrants outstanding | 2,933,755 | ||||||||
Issuance of warrants, description | 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 100,000 shares of Common Stock at an exercise price of $0.01 per share until March 2026, (2) warrants to purchase 911 shares of Common Stock at an exercise price of $1.65 per share until April 2025; (3) warrants to purchase 1,821,567 shares of our Common Stock at an exercise price of $2.00 per share consisting of 32% of the warrants until August 2024, and 68% until February 2026; (4) warrants to purchase 474,966 shares of Common Stock at an exercise price of $2.40 until September 2024; (5) warrants to purchase 386,311 shares of Common Stock at an exercise price of $2.63 until November 2025, and (6) warrants to purchase 150,000 shares of Common Stock at an exercise price of $6.72 until February 2024 | ||||||||
Warrant One [Member] | Until March 2026 [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Warrants issued to purchase common stock | 100,000 | ||||||||
Warrants exercise price | $ 0.01 | ||||||||
Warrant Two [Member] | Until April 2025 [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Warrants issued to purchase common stock | 911 | ||||||||
Warrants exercise price | $ 1.65 | ||||||||
Warrant Three [Member] | Until August 2024 [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Warrants issued to purchase common stock | 1,821,567 | ||||||||
Warrants exercise price | $ 2 | ||||||||
Warrant Four [Member] | Until September 2024 [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Warrants issued to purchase common stock | 474,966 | ||||||||
Warrants exercise price | $ 2.40 | ||||||||
Warrant Five [Member] | Until November 2025 [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Warrants issued to purchase common stock | 386,311 | ||||||||
Warrants exercise price | $ 2.63 | ||||||||
Warrant Six [Member] | Until February 2024, [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Warrants issued to purchase common stock | 150,000 | ||||||||
Warrants exercise price | $ 6.72 | ||||||||
Convertible Notes Payable [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Number of shares issued for conversion of notes, shares | 3,145,481 | ||||||||
Number of shares issued for conversion of notes, value | $ 4,831,206 | ||||||||
Investor [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Number of stock sold, shares | 34,512,143 | ||||||||
Number of stock sold, value | $ 138,564,619 | ||||||||
Investor [Member] | Liquidation Damage Fees [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common stock issued for liquidation damage fees, shares | 24,000 | ||||||||
Common stock issued for liquidation damage fees, value | $ 48,000 | ||||||||
Investors [Member] | Warrant [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Stock issued during period shares warrants exercised, shares | 431,080 | 6,521,563 | |||||||
Stock issued during period value warrants exercised, value | $ 943,907 | $ 13,952,336 | |||||||
Employees, Board of Directors, Advisory Committee [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Shares issued for employees benefit, shares | 1,807,666 | 1,016,331 | |||||||
Shares issued for employees benefit, value | $ 5,759,000 | $ 1,450,359 | |||||||
Gemini Direct Investments LLC [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Number of shares issued for merger, shares | 20,000,000 | ||||||||
Number of shares issued for merger, value | $ 142,691,282 | ||||||||
Underwriters [Member] | Alexander Capital [Member] | Over-Allotment Option [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Number of stock sold, shares | 1,284,643 | ||||||||
Shares issued price per share | $ 2.10 | ||||||||
Underwriting discount | $ 2,467,799 | ||||||||
Underwriters [Member] | Underwriting Agreement [Member] | Alexander Capital [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common stock, par value | $ 0.001 | ||||||||
Number of stock sold, shares | 8,564,285 | ||||||||
Shares issued price per share | $ 2.10 | ||||||||
Proceeds from offering | $ 15,850,448 | ||||||||
Underwriters [Member] | Underwriting Agreement [Member] | Alexander Capital [Member] | Over-Allotment Option [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Number of stock sold, shares | 1,284,643 | ||||||||
RA Underwriters [Member] | Underwriting Agreement [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common stock issued for cash, shares | 20,000,000 | ||||||||
Shares issued price per share | $ 5 | ||||||||
Gross proceeds from sale of common stock | 23,000,000 | ||||||||
Underwriting discounts and commissions | $ 115,000,000 | ||||||||
Stock issuance cost | 9,569,161 | ||||||||
Underwriting commissions | $ 8,625,000 | ||||||||
RA Underwriters [Member] | Underwriting Agreement [Member] | Over-Allotment Option [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common stock issued for cash, shares | 3,000,000 | ||||||||
Exercise of over-allotment shares | 3,000,000 | ||||||||
New Issuance of Shares [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common stock issued for cash, shares | 23,385,780 | 47,895,828 | |||||||
New Issuance of Shares [Member] | Jagemann Stamping Company [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Shares issued price per share | $ 1.50 |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narrative) - USD ($) | 12 Months Ended | ||||||||||
Mar. 31, 2022 | Feb. 18, 2022 | Dec. 15, 2021 | Nov. 17, 2021 | Sep. 15, 2021 | Aug. 27, 2021 | May 25, 2021 | May 19, 2021 | May 18, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Class of Stock [Line Items] | |||||||||||
Dividend rate | 8.75% | ||||||||||
Proceeds from offering | $ 138,612,619 | ||||||||||
Accumulated preferred dividends | $ 144,562 | ||||||||||
Series A Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share price | $ 25 | ||||||||||
Dividend rate | 8.75% | ||||||||||
Preferred stock dividend rate per annum | $ 0.546875 | $ 1.01475694444444 | $ 0.241246528 | $ 2.1875 | |||||||
Dividend payment terms | payable quarterly in arrears on March 15, June 15, September 15 and December 15 | ||||||||||
Accumulated preferred dividends | $ 765,642 | $ 1,420,660 | $ 337,745 | $ 144,562 | |||||||
Series A Preferred Stock [Member] | Underwriting Agreement [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share price | $ 25 | $ 25 | |||||||||
Number of common stock shares issued | 138,220 | 1,097,200 | |||||||||
Proceeds from offering | $ 3,455,500 | $ 27,430,000 | |||||||||
Series A Preferred Stock [Member] | Underwriting Agreement [Member] | Over-Allotment Option [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of common stock shares issued | 164,580 | ||||||||||
Proceeds from offering | $ 4,114,500 | ||||||||||
Series A Preferred Stock [Member] | Underwriting Agreement [Member] | Underwriters [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of common stock shares issued | 164,580 |
SCHEDULE OF FAIR VALUE OF CONSI
SCHEDULE OF FAIR VALUE OF CONSIDERATION TRANSFERRED (Details) - USD ($) | Mar. 31, 2022 | Apr. 30, 2021 |
Business Combination and Asset Acquisition [Abstract] | ||
Cash | $ 48,649,954 | |
Working capital adjustment | 1,870,886 | |
Contingent consideration | 10,755,000 | $ 10,755,000 |
Common stock | 132,645,000 | |
Assumed debt | 50,000,000 | |
Fair value of Patent | $ 243,920,840 |
SCHEDULE OF ALLOCATION FOR CONS
SCHEDULE OF ALLOCATION FOR CONSIDERATION (Details) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 | ||
Business Combination and Asset Acquisition [Abstract] | ||||
Accounts receivable, net | $ 17,002,362 | |||
Prepaid expenses | 478,963 | |||
Equipment | 1,051,980 | |||
Deposits | 703,389 | |||
Other Intangible assets | [1] | 146,617,380 | ||
Goodwill | 90,870,094 | [1] | ||
Right of use assets - operating leases | 612,727 | |||
Accounts payable | (12,514,919) | |||
Accrued expenses | (196,780) | |||
Operating lease liability | (704,356) | |||
Total Consideration | $ 243,920,840 | |||
[1]Other intangible assets consist of Tradenames, Customer Relationships, Intellectual Property, and other tangible assets related to the acquired business. |
SCHEDULE OF UNAUDITED PRO FORMA
SCHEDULE OF UNAUDITED PRO FORMA RESULTS OF OPERATIONS (Details) | 12 Months Ended |
Mar. 31, 2022 USD ($) | |
Business Combination and Asset Acquisition [Abstract] | |
Net revenues | $ 248,314,587 |
Net income | $ 37,793,924 |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) - USD ($) | 12 Months Ended | |||
Apr. 30, 2021 | Apr. 02, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Business Acquisition [Line Items] | ||||
Business acquisition, amount | $ 1,350,046 | |||
Business combination, cash payment | 50,000,000 | |||
Estimated working capital adjustment | 2,000,000 | |||
Contingent consideration payable, net of current portion | 50,000,000 | $ 204,142 | $ 589,892 | |
Business combination, recognized identifiable assets acquired and liabilities assumed, contingent liability | $ 10,755,000 | 10,755,000 | ||
Shares issued prior stockholder | 1,500,000 | |||
Business combination additional securities of common stock | 18,500,000 | |||
Company received a cash payment | $ 129,114 | |||
Working capital adjustments | $ 2,000,000 | |||
Asset Acquisition, Consideration Transferred, Transaction Cost | $ 1,300,000 | |||
Business acquisitions pro form a interest and debt expense | $ 1,800,000 | |||
Business acquisitions pro form a depreciation and amortization | $ 900,000 | |||
Gemini Direct Investments LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, share price | $ 7.17 | |||
Business Acquisition Meger Agreement [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | $ 1,870,886 | |||
Merger Agreement [Member] | Gemini Direct Investments LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, amount | $ 50,000,000 | |||
Business acquisition, shares | 20,000,000 | |||
Business acquisition, share price | $ 0.001 | |||
Without Being Held in Escrow or Requiring Prior Stockholder Approval [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock issued for cash , shares | 14,500,000 | |||
Pledge and Escrow Agreement [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock issued for cash , shares | 4,000,000 | |||
Will Not Be Issued Prior to The Stockholder Approval [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock issued for cash , shares | 1,500,000 |
SCHEDULE OF ACCRUED LIABILITIES
SCHEDULE OF ACCRUED LIABILITIES (Details) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Payables and Accruals [Abstract] | ||
Income taxes payable | $ 1,749,488 | |
Accrued FAET | 2,408,318 | 1,716,461 |
Accrued sales commissions | 932,712 | 514,892 |
Unearned revenue | 201,891 | 361,270 |
Accrued interest | 4,762 | 22,667 |
Accrued payroll | 458,027 | 640,717 |
Accrued professional fees | 66,000 | 45,000 |
Other accruals | 357,616 | 161,778 |
Accrued liabilities | $ 6,178,814 | $ 3,462,785 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | 24 Months Ended | |||||||||||||||||||||
Jun. 17, 2021 | Jan. 22, 2021 | Jan. 22, 2021 | Jan. 14, 2021 | Dec. 14, 2020 | Nov. 05, 2020 | Nov. 05, 2020 | Sep. 23, 2020 | Jun. 26, 2020 | Apr. 14, 2020 | Mar. 14, 2020 | Oct. 31, 2019 | May 03, 2019 | May 03, 2019 | Apr. 30, 2019 | Mar. 31, 2019 | Mar. 25, 2019 | Oct. 26, 2020 | May 31, 2019 | Apr. 30, 2019 | Dec. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 26, 2022 | Dec. 31, 2019 | |
Service paid | $ 1,707,500 | ||||||||||||||||||||||||
Shares for service | 772,450 | ||||||||||||||||||||||||
Revenue from related party | $ 1,042,277 | ||||||||||||||||||||||||
Debt maturity date | Apr. 01, 2020 | ||||||||||||||||||||||||
Debt instrument, description | The note bears interest per annum at approximately 4.6% payable in arrears monthly | The note bears interest per annum at approximately 4.6% payable in arrears monthly | upon the closing of an Offering of less than $10,000,000 would be obligated to pay the lesser of ninety percent (90%) of the Offering proceeds or seventy (70%) of the then aggregate outstanding balance of the Notes; and (b) upon the closing of an Offering of more than $10,000,000 would be obligated to pay one hundred percent (100%) of the then aggregate outstanding balance of the Notes. The Company was granted an option to repurchase up to 1,000,000 of the shares of the Company’s common stock issued to JSC under the Amended APA at a price of $1.50 per share through April 1, 2021 so long as there are no defaults under the Settlement Agreement. | ||||||||||||||||||||||
Accrued interest | 352,157 | ||||||||||||||||||||||||
Rent paid | $ 34,071 | 1,221,473 | 844,442 | ||||||||||||||||||||||
Payment of note payable related party | 4,000,000 | ||||||||||||||||||||||||
Proceeds from Notes payable | 4,000,000 | ||||||||||||||||||||||||
Debt instrument maturity date description | this agreement was amended which extended the maturity date to June 17, 2023. | ||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||
Service paid | $ 943 | ||||||||||||||||||||||||
Shares for service | 943,336 | ||||||||||||||||||||||||
Amended Note B [Member] | |||||||||||||||||||||||||
Notes payable related party | 865,771 | $ 1,490,918 | |||||||||||||||||||||||
Interest expenses | 110,518 | 60,100 | |||||||||||||||||||||||
Promissory Note [Member] | |||||||||||||||||||||||||
Debt conversion, converted instrument, shares issued | 2,157,358 | ||||||||||||||||||||||||
Administrative and Management Services [Member] | |||||||||||||||||||||||||
Inventory purchased during period | 1,700,000 | 3,400,000 | |||||||||||||||||||||||
Rent paid | $ 408,852 | 405,171 | |||||||||||||||||||||||
Settlement Agreement [Member] | |||||||||||||||||||||||||
Debt maturity date | Aug. 15, 2021 | ||||||||||||||||||||||||
Debt instrument, description | Pursuant to the Settlement Agreement, the Company shall pay JSC $1,269,977 and shall provide JSC with: (i) two new promissory notes, a note of $5,803,800 related to the Seller Note and note of $2,635,797 for inventory and services, both with a maturity date of August 15, 2021, (ii) general business security agreements granting JSC a security interest in all personal property of the Company. Pursuant to the Notes, the Company is obligated to make monthly payments totaling $204,295 to JSC. In addition, the Notes have a mandatory prepayment provision that comes into effect if the Company conducts a publicly registered offering. Pursuant to such provision, the Company: (a) upon the closing of an Offering of less than $10,000,000 would be obligated to pay the lesser of ninety percent (90%) of the Offering proceeds or seventy (70%) of the then aggregate outstanding balance of the Notes; and (b) upon the closing of an Offering of more than $10,000,000 would be obligated to pay one hundred percent (100%) of the then aggregate outstanding balance of the Notes. The Company was granted an option to repurchase up to 1,000,000 of the shares of the Company’s common stock issued to JSC under the Amended APA at a price of $1.50 per share through April 1, 2021 so long as there are no defaults under the Settlement Agreement. | ||||||||||||||||||||||||
Principal payments | $ 1,269,977 | ||||||||||||||||||||||||
Payment of note payable related party | $ 6,000,000 | ||||||||||||||||||||||||
Settlement Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||
Option grant to repurchase | 1,000,000 | ||||||||||||||||||||||||
Settlement Agreement [Member] | Monthly Payments [Member] | |||||||||||||||||||||||||
Principal payments | $ 204,295 | ||||||||||||||||||||||||
Settlement Agreement [Member] | Ninety Percent [Member] | |||||||||||||||||||||||||
Proceeds from Notes payable | 10,000,000 | ||||||||||||||||||||||||
Settlement Agreement [Member] | Hundred Percent [Member] | |||||||||||||||||||||||||
Proceeds from Notes payable | 10,000,000 | ||||||||||||||||||||||||
Settlement Agreement [Member] | Seller Note [Member] | |||||||||||||||||||||||||
Payment of note payable related party | 5,803,800 | ||||||||||||||||||||||||
Settlement Agreement [Member] | Note B [Member] | |||||||||||||||||||||||||
Payment of note payable related party | $ 592,982 | ||||||||||||||||||||||||
Interest expenses | 62,876 | ||||||||||||||||||||||||
Settlement Agreement [Member] | Amended Note B [Member] | |||||||||||||||||||||||||
Debt interest rate | 9% | 9% | |||||||||||||||||||||||
Notes payable related party | $ 1,687,664 | $ 1,687,664 | |||||||||||||||||||||||
Debt Instrument, Term | 36 months | ||||||||||||||||||||||||
Settlement Agreement [Member] | Note A [Member] | |||||||||||||||||||||||||
Interest expenses | 216,160 | ||||||||||||||||||||||||
Post Closing Transaction Note Reduction [Member] | |||||||||||||||||||||||||
Post-closing changes to the purchase price of transaction | $ 2,596,200 | $ 2,596,200 | |||||||||||||||||||||||
Decreased Equipment Net [Member] | |||||||||||||||||||||||||
Post-closing changes to the purchase price of transaction | 1,871,306 | 1,871,306 | |||||||||||||||||||||||
Reduction in Other Intangible Assets [Member] | |||||||||||||||||||||||||
Post-closing changes to the purchase price of transaction | 766,068 | 766,068 | |||||||||||||||||||||||
Increased Accounts Receivable [Member] | |||||||||||||||||||||||||
Post-closing changes to the purchase price of transaction | 31,924 | 31,924 | |||||||||||||||||||||||
Increase to Deposits [Member] | |||||||||||||||||||||||||
Post-closing changes to the purchase price of transaction | 9,250 | 9,250 | |||||||||||||||||||||||
Decreased Accumulated Amortization [Member] | |||||||||||||||||||||||||
Post-closing changes to the purchase price of transaction | $ 159,530 | $ 159,530 | |||||||||||||||||||||||
Inventory and Services [Member] | Settlement Agreement [Member] | |||||||||||||||||||||||||
Payment of note payable related party | $ 2,635,797 | ||||||||||||||||||||||||
Jagemann Stamping Company [Member] | |||||||||||||||||||||||||
Debt instrument, description | Pursuant to such provision, the Company: (a) upon the closing of an Offering of less than $10,000,000 would be obligated to pay the lesser of ninety percent (90%) of the Offering proceeds or seventy (70%) of the then aggregate outstanding balance of the Notes; and (b) upon the closing of an Offering of more than $10,000,000 would be obligated to pay one hundred percent (100%) of the then aggregate outstanding balance of the Notes. The Company was granted an option to repurchase up to 1,000,000 of the shares of the Company’s common stock issued to JSC under the Amended APA at a price of $1.50 per share through April 1, 2021 so long as there are no defaults under the Settlement Agreement. | ||||||||||||||||||||||||
Debt interest rate | 4.60% | ||||||||||||||||||||||||
Shares repurchase | 1,000,000 | ||||||||||||||||||||||||
Debt principal and accrued interest | $ 204,295 | ||||||||||||||||||||||||
Jagemann Stamping Company [Member] | Promissory Note [Member] | |||||||||||||||||||||||||
Payment of note payable related party | $ 10,400,000 | $ 9,900,000 | $ 500,000 | $ 1,500,000 | |||||||||||||||||||||
Jagemann Stamping Company [Member] | Settlement Agreement [Member] | |||||||||||||||||||||||||
Debt maturity date | Apr. 01, 2021 | ||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 1.50 | ||||||||||||||||||||||||
Shares repurchase | 1,000,000 | ||||||||||||||||||||||||
Jagemann Stamping Company [Member] | Amended APA [Member] | |||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 1.50 | $ 1.50 | |||||||||||||||||||||||
Shares repurchase | 1,000,000 | ||||||||||||||||||||||||
Forest Street, LLC [Member] | Promissory Note [Member] | |||||||||||||||||||||||||
Debt maturity date | Sep. 23, 2022 | ||||||||||||||||||||||||
Debt interest rate | 12% | ||||||||||||||||||||||||
Promissory note | $ 3,500,000 | ||||||||||||||||||||||||
Debt instrument maturity date description | the Company and Enlight (collectively, the borrower pursuant to the note) shall pay Lender; (i) on a monthly basis, beginning October 23, 2020, all accrued interest (only), (ii) on a quarterly basis, a monitoring fee of 1% of the principal amount and then accrued interest; and (iii) on the maturity date, the remaining outstanding principal balance of the Loan, together with all unpaid accrued interest thereon. | ||||||||||||||||||||||||
Forest Street, LLC [Member] | Debt Conversion Agreement [Member] | Forest Street Note [Member] | |||||||||||||||||||||||||
Payment of note payable related party | $ 1,400,000 | $ 1,400,000 | |||||||||||||||||||||||
Interest expenses | 137,666 | ||||||||||||||||||||||||
Debt conversion, converted Instrument, amount | $ 2,100,000 | ||||||||||||||||||||||||
Debt principal and accrued interest | $ 1,400,000 | ||||||||||||||||||||||||
Forest Street, LLC [Member] | Debt Conversion Agreement [Member] | Forest Street Note [Member] | Common Stock [Member] | |||||||||||||||||||||||||
Debt conversion, converted instrument, shares issued | 1,000,000 | ||||||||||||||||||||||||
Independent Contractor [Member] | |||||||||||||||||||||||||
Service paid | $ 229,083 | $ 152,549 | |||||||||||||||||||||||
Shares for service | 60,000 | 60,000 | |||||||||||||||||||||||
Advisory Committee Members [Member] | |||||||||||||||||||||||||
Service paid | $ 173,000 | $ 103,000 | |||||||||||||||||||||||
Shareholder [Member] | Promissory Note [Member] | |||||||||||||||||||||||||
Debt interest rate | 1.25% | 1.25% | 1.25% | ||||||||||||||||||||||
Principal payments | $ 18,195 | ||||||||||||||||||||||||
Interest expenses | $ 10,327 | ||||||||||||||||||||||||
Promissory note | $ 375,000 | $ 375,000 | |||||||||||||||||||||||
Debt instrument maturity date description | The promissory note was amended and the note’s original a maturity date of August 3, 2019 was extended to September 18, 2020. | the note’s original a maturity date of August 3, 2019 was extended to September 18, 2020 | |||||||||||||||||||||||
Fred Wagenhals [Member] | Promissory Note [Member] | |||||||||||||||||||||||||
Debt maturity date | Sep. 18, 2020 | ||||||||||||||||||||||||
Debt interest rate | 1.25% | ||||||||||||||||||||||||
Principal payments | $ 25,000 | ||||||||||||||||||||||||
Interest expenses | $ 5,350 | ||||||||||||||||||||||||
Promissory note | $ 90,000 |
SCHEDULE OF INCOME TAX PROVISIO
SCHEDULE OF INCOME TAX PROVISION BENEFIT (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
US Federal | $ (1,302,811) | |
US State | (446,667) | |
Total current provision | (1,749,488) | |
US Federal | (7,727,011) | 582,724 |
US State | (2,649,291) | 137,276 |
Total deferred benefit | (10,376,272) | 720,000 |
Change in valuation allowance | 8,839,791 | (720,000) |
Income tax (provision) benefit | $ (3,285,969) |
SCHEDULE OF RECONCILIATION OF I
SCHEDULE OF RECONCILIATION OF INCOME TAX (Details) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Computed tax expense | 21% | 21% |
State taxes, net of Federal income tax benefit | 7% | 5% |
Change in valuation allowance | (24.00%) | (10.00%) |
Employee stock awards | 4% | (5.00%) |
Stock grants | 0% | (1.00%) |
Stock for services | 0% | (6.00%) |
Rent expense | 0% | 0% |
Non-deductible meals & entertainment | 0% | 0% |
Stock and warrants on note conversion | 0% | (5.00%) |
Contingent consideration fair value | 1% | 0% |
Total provision for income taxes | 9% | 0% |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 8,119,764 | |
Loss on purchase | 879,319 | 801,366 |
Other | 442,953 | |
Total deferred tax assets | 879,319 | 9,364,083 |
Depreciation expense | (2,208,361) | (1,377,238) |
Other | (207,439) | |
Total deferred tax liabilities | (2,415,800) | (1,377,238) |
Net deferred tax assets/(liabilities) | (1,536,481) | 7,986,845 |
Valuation allowance | (7,986,845) | |
Total net deferred tax assets/(liabilities) | $ (1,536,481) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2018 | |
Effective tax rate | 9% | 0% | |
Valuation allowance increased | $ 720,000 | ||
Operating Loss Carryforwards | $ 5,144,926 | ||
Federal [Member] | |||
Operating Loss Carryforwards | $ 31,594,411 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net | $ 141,826,605 | |
Licensing Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | 250,000 | $ 250,000 |
Accumulated amortization | (250,000) | (208,333) |
Intangible assets, net | $ 41,667 | |
Streak Visual Ammunition Patent [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Licensing agreement, life | 11 years 2 months 12 days | 11 years 2 months 12 days |
Intangible assets, Gross | $ 950,000 | $ 950,000 |
SWK Patent Acquisition [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Licensing agreement, life | 15 years | 15 years |
Intangible assets, Gross | $ 6,124,005 | $ 6,124,005 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Licensing agreement, life | 3 years | 3 years |
Intangible assets, Gross | $ 1,450,613 | $ 1,450,613 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Licensing agreement, life | 3 years | 3 years |
Intangible assets, Gross | $ 1,543,548 | $ 1,543,548 |
Intellectual Property [Member] | GDI Acquisition [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Licensing agreement, life | 10 years | |
Intangible assets, Gross | $ 4,224,442 | |
Tradename [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Licensing agreement, life | 5 years | 5 years |
Intangible assets, Gross | $ 2,152,076 | $ 2,152,076 |
Tradename [Member] | GDI Acquisition [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Licensing agreement, life | 15 years | |
Intangible assets, Gross | $ 76,532,389 | |
Customer Lists [Member] | GDI Acquisition [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Licensing agreement, life | 10 years | |
Intangible assets, Gross | $ 65,252,802 | |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | 151,763,617 | 5,146,237 |
Accumulated amortization | (15,463,230) | (2,925,279) |
Intangible assets, net | $ 136,300,387 | 2,220,958 |
Other Intangible Assets [Member] | GDI Acquisition [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Licensing agreement, life | 5 years | |
Intangible assets, Gross | $ 607,747 | |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | 7,074,005 | 7,074,005 |
Accumulated amortization | (1,547,787) | (1,054,438) |
Intangible assets, net | $ 5,526,218 | $ 6,019,567 |
Jesse James [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Licensing agreement, life | 5 years | 5 years |
Jesse James [Member] | Licensing Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | $ 125,000 | $ 125,000 |
Jeff Rann [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Licensing agreement, life | 5 years | 5 years |
Jeff Rann [Member] | Licensing Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | $ 125,000 | $ 125,000 |
SCHEDULE OF ANNUAL AMORTIZATION
SCHEDULE OF ANNUAL AMORTIZATION OF INTANGIBLE ASSET (Details) | Mar. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 13,095,215 |
2024 | 13,074,489 |
2025 | 12,664,775 |
2026 | 12,664,775 |
2027 | 12,553,355 |
Thereafter | 77,773,996 |
Annual amortization of intangible assets | $ 141,826,605 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 13,072,967 | $ 1,971,788 |
SCHEDULE OF OPERATING SEGMENTS
SCHEDULE OF OPERATING SEGMENTS (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue from External Customer [Line Items] | ||
Net Revenues | $ 240,269,166 | $ 62,482,330 |
Cost of Revenues | 151,505,657 | |
General and administrative expense | 37,911,999 | |
Depreciation and amortization | 13,702,148 | 1,659,243 |
Income/(Loss) from Operations | 37,149,362 | $ (5,379,985) |
Ammunition [Member] | ||
Revenue from External Customer [Line Items] | ||
Net Revenues | 175,660,650 | |
Cost of Revenues | 142,773,306 | |
General and administrative expense | 29,477,691 | |
Depreciation and amortization | 1,579,778 | |
Income/(Loss) from Operations | 1,829,875 | |
Marketplace [Member] | ||
Revenue from External Customer [Line Items] | ||
Net Revenues | 64,608,516 | |
Cost of Revenues | 8,732,351 | |
General and administrative expense | 8,434,308 | |
Depreciation and amortization | 12,122,370 | |
Income/(Loss) from Operations | $ 35,319,487 |
SCHEDULE OF TOTAL ASSETS SEGMEN
SCHEDULE OF TOTAL ASSETS SEGMENTS (Details) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 414,178,313 | $ 179,379,341 |
Ammunition [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | 160,305,107 | |
Marketplace [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 253,873,206 |
SCHEDULE OF CAPITAL EXPENDITURE
SCHEDULE OF CAPITAL EXPENDITURE SEGMENT (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Payment to acquire property and plant equipment | $ 19,218,982 | $ 7,437,265 |
Ammunition [Member] | ||
Segment Reporting Information [Line Items] | ||
Payment to acquire property and plant equipment | 17,728,023 | |
Marketplace [Member] | ||
Segment Reporting Information [Line Items] | ||
Payment to acquire property and plant equipment | $ 1,490,959 |
SEGMENTS (Details Narrative)
SEGMENTS (Details Narrative) | 3 Months Ended |
Mar. 31, 2022 | |
Ammunition Sales [Member] | |
Revenue from External Customer [Line Items] | |
[custom:OperatingIncomePercentage] | 0.73 |
Marketplace Revenue [Member] | |
Revenue from External Customer [Line Items] | |
[custom:OperatingIncomePercentage] | 0.96 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($) | 3 Months Ended | |
Jun. 24, 2022 | Jun. 29, 2022 | |
Subsequent Event [Line Items] | ||
Shares issued cashless exercise of warrants, shares | 99,762 | |
Shares issued cashless exercise of warrants | $ 496,043 | |
Employees [Member] | ||
Subsequent Event [Line Items] | ||
Number of stock issued as compensation | 65,000 | |
Stock issued as compensation, value | $ 227,500 | |
Share price | $ 3.50 | |
Number of shares issued ,shares forfeiture | 62,500 | |
Number of shares issued , value forfeiture | $ 218,750 | |
Loan Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Payment for loans | $ 5,800,000 | |
Cash collateral advances | $ 1,000,000 |