Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2017 | Nov. 27, 2017 | Sep. 30, 2015 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Mar. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | RMR Industrials, Inc. | ||
Entity Central Index Key | 1,556,179 | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 0 | ||
Trading Symbol | RMRI | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 35,785,858 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 1,327,289 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 |
Current assets | ||
Cash | $ 1,608,094 | $ 356,287 |
Accounts receivable | 56,835 | 0 |
Inventory | 23,706 | 0 |
Prepaid expenses | 52,673 | 0 |
Total current assets | 1,741,308 | 356,287 |
Property, plant and equipment, less accumulated depreciation | 3,679,069 | 0 |
Goodwill | 41,000 | 0 |
Asset retirement obligation, net | 43,515 | 0 |
Deposits and other assets | 37,203 | 7,500 |
Total assets | 5,542,095 | 363,787 |
Current liabilities | ||
Accounts payable | 946,866 | 531,491 |
Accounts payable, related party | 2,368,233 | 1,368,233 |
Accrued liabilities | 423,942 | 0 |
Accrued liabilities, related party | 1,805,743 | 1,075,743 |
Shareholder deposit | 1,400,000 | 0 |
Capital lease payable, current | 40,115 | 0 |
Equipment loan payable, current | 205,769 | 0 |
Total current liabilities | 7,190,668 | 2,975,467 |
Note payable, net of unamortized discount | 1,516,615 | 0 |
Capital lease payable, noncurrent | 65,206 | 0 |
Equipment loan payable, noncurrent | 426,957 | 0 |
Accrued reclamation liability | 46,736 | 0 |
Total liabilities | 9,246,182 | 2,975,467 |
Commitments and Contingencies (Note L) | ||
Stockholders' Deficit | ||
Preferred Stock, $0.001 par value, 50,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 5,664,378 | 1,370,103 |
Accumulated deficit | (9,460,492) | (4,018,560) |
Total RMR Industrials stockholders’ deficit | (3,759,125) | (2,611,680) |
Non-controlling interest | 55,038 | 0 |
Total stockholders’ deficit | (3,704,087) | (2,611,680) |
Total liabilities and stockholders’ deficit | 5,542,095 | 363,787 |
Common Class A [Member] | ||
Stockholders' Deficit | ||
Common Stock | 35,786 | 35,786 |
Total stockholders’ deficit | 35,786 | 35,786 |
Common Class B [Member] | ||
Stockholders' Deficit | ||
Common Stock | 1,203 | 991 |
Total stockholders’ deficit | $ 1,203 | $ 991 |
Consolidated Balance Sheets _Pa
Consolidated Balance Sheets [Parenthetical] - $ / shares | Mar. 31, 2017 | Mar. 31, 2016 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 35,785,858 | 35,785,858 |
Common stock, shares outstanding | 35,785,858 | 35,785,858 |
Common Class B [Member] | ||
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 1,202,623 | 990,957 |
Common stock, shares outstanding | 1,202,623 | 990,957 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue | $ 418,981 | $ 0 |
Cost of Goods Sold | 384,834 | 0 |
Gross profit | 34,147 | 0 |
Selling, general and administrative | 5,314,321 | 3,170,709 |
Loss from operations | (5,280,174) | (3,170,709) |
Interest expense (income), net | 270,313 | (613) |
Loss before income tax provision | (5,550,487) | (3,170,096) |
Income tax expense | 1,850 | 0 |
Net loss | (5,552,337) | (3,170,096) |
Add: Net loss attributed to noncontrolling interest | 110,405 | 0 |
Net loss attributable to RMR Industrials, Inc. | $ (5,441,932) | $ (3,170,096) |
Basic and diluted loss attributable to RMR Industrials, Inc. per common share | $ (1.90) | $ (1.19) |
Weighted average shares outstanding | 2,858,585 | 2,671,038 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Total | Common Stock Subscribed [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Noncontrolling Interest [Member] | Common Stock Class A [Member] | Common Stock Class B [Member] |
Balance at Mar. 31, 2015 | $ (844,474) | $ (65) | $ (32,538) | $ (848,464) | $ 0 | $ 35,786 | $ 807 |
Balance (in shares) at Mar. 31, 2015 | 35,785,858 | 807,207 | |||||
Issuance of common stock under subscription agreement | 1,614,715 | 65 | 1,614,476 | 0 | 0 | $ 0 | $ 174 |
Issuance of common stock under subscription agreement (in shares) | 0 | 173,750 | |||||
Issuance of common stock for loan settlement | 100,000 | 0 | 99,990 | 0 | 0 | $ 0 | $ 10 |
Issuance of common stock for loan settlement (in shares) | 0 | 10,000 | |||||
Issuance costs | (311,825) | 0 | (311,825) | 0 | 0 | $ 0 | $ 0 |
Net loss | (3,170,096) | 0 | 0 | (3,170,096) | 0 | 0 | 0 |
Balance at Mar. 31, 2016 | (2,611,680) | 0 | 1,370,103 | (4,018,560) | 0 | $ 35,786 | $ 991 |
Balance (in shares) at Mar. 31, 2016 | 35,785,858 | 990,957 | |||||
Issuance of common stock under subscription agreement | 3,124,791 | 0 | 3,124,569 | 0 | 0 | $ 0 | $ 222 |
Issuance of common stock under subscription agreement (in shares) | 0 | 221,666 | |||||
Issuance of common stock for services | 95,100 | 0 | 95,085 | 0 | 0 | $ 0 | $ 15 |
Issuance of common stock for services (in shares) | 0 | 15,000 | |||||
Cancellation of common stock | 0 | 0 | 25 | 0 | 0 | $ 0 | $ (25) |
Cancellation of common stock (in shares) | 0 | (25,000) | |||||
Valuation of equity conversion rights | 934,443 | 0 | 769,000 | 0 | 165,443 | $ 0 | $ 0 |
Amortization of stock-based compensation | 305,596 | 0 | 305,596 | 0 | 0 | 0 | 0 |
Net loss | (5,552,337) | 0 | 0 | (5,441,932) | (110,405) | 0 | 0 |
Balance at Mar. 31, 2017 | $ (3,704,087) | $ 0 | $ 5,664,378 | $ (9,460,492) | $ 55,038 | $ 35,786 | $ 1,203 |
Balance (in shares) at Mar. 31, 2017 | 35,785,858 | 1,202,623 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flow from operating activities | ||
Net loss | $ (5,552,337) | $ (3,170,096) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation, amortization and accretion expense | 117,105 | 5,956 |
Impairment of intangible asset | 10,000 | 0 |
Stock-based compensation | 400,697 | 139,126 |
Amortization of debt discount | 153,141 | 0 |
Paid-In-Kind interest | 112,916 | 0 |
Changes in operating assets and liabilities | ||
Accounts receivable | (56,835) | 0 |
Prepaid expenses | (52,673) | 0 |
Inventory | (23,706) | 0 |
Deposits and other assets | (37,203) | 0 |
Accounts payable | 415,375 | 403,721 |
Accounts payable, related parties | 1,000,000 | 1,126,582 |
Accrued liabilities | 423,942 | 0 |
Accrued liabilities, related parties | 730,000 | 690,000 |
Net cash used in operating activities | (2,359,578) | (804,711) |
Acquisition of business, net of cash | (2,827,624) | 0 |
Purchase of property, plant and equipment | (205,909) | 0 |
Purchase of intangibles and other assets | (2,500) | (7,500) |
Net cash used in investing activities | (3,036,033) | (7,500) |
Payments on equipment loan | (39,420) | 0 |
Payments on capital lease | (22,952) | 0 |
Proceeds from loan payable | 2,250,000 | 0 |
Proceeds from shareholder deposit | 1,400,000 | 0 |
Payments on debt issuance costs | (65,000) | 0 |
Proceeds from issuance of common stock | 3,124,790 | 1,475,590 |
Payments on offering costs toward issuance of common stock | 0 | (311,825) |
Net cash provided by financing activities | 6,647,418 | 1,163,765 |
Net increase in cash | 1,251,807 | 351,554 |
Cash at beginning of period | 356,287 | 4,733 |
Cash at end of period | 1,608,094 | 356,287 |
Supplemental cash flow information | ||
Cash paid for interest | 402 | 0 |
Cash paid for income taxes | $ 1,850 | $ 0 |
CONSOLIDATED STATEMENTS OF CAS7
CONSOLIDATED STATEMENTS OF CASH FLOWS [Parenthetical] | 12 Months Ended |
Mar. 31, 2017USD ($) | |
Conversion Rights Recorded as Debt Discount | $ 769,000 |
Noncash or Part Noncash Acquisition, Debt Assumed | 531,872 |
Noncash Or Part Noncash Acquisition, Capital Lease Payable Assumed | 128,273 |
Noncash or Part Noncash Acquisition, Fixed Assets Acquired | $ 140,274 |
FORMATION, CORPORATE CHANGES AN
FORMATION, CORPORATE CHANGES AND MATERIAL MERGERS AND ACQUISITIONS | 12 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE A FORMATION, CORPORATE CHANGES AND MATERIAL MERGERS AND ACQUISITIONS Online Yearbook was incorporated in the State of Nevada on August 6, 2012. Online Yearbook was a development stage company with the principal business objective of developing and marketing an online yearbook. On November 17, 2014, Rocky Mountain Resource Holdings LLC, a Nevada limited liability company (the “Purchaser”) became the majority shareholder of Online Yearbook, by acquiring 5,200,000 69.06 357,670 RMR Industrials, Inc. (the “Company” or “RMRI”) seeks to acquire and consolidate complimentary industrial assets. Typically these small to mid-sized assets are the core manufacturer and supplier of specific bulk commodity minerals and chemicals distributed to the global manufacturer industry. RMRI’s consolidation strategy is to assemble a portfolio of mature and value-add industrial commodities businesses to generate scalable enterprises with a vast portfolio of products and services addressing a common and stable customer base. On February 27, 2015 (the “Closing Date”), the Company entered into and consummated a merger transaction pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, OLYB Acquisition Corporation, a Nevada corporation and wholly owned subsidiary of the Company (“Merger Sub”) and RMR IP, Inc., a Nevada corporation (“RMR IP”). In accordance with the terms of Merger Agreement, on the Closing Date, Merger Sub merged with and into RMR IP (the “Merger”), with RMR IP surviving the Merger as our wholly owned subsidiary. RMR IP was formed to acquire and consolidate complimentary industrial commodity assets through capitalizing on the volatile oil markets, down cycles in commodity markets, and other ancillary opportunities. RMR IP is focused on managing the supply chain in order to offer a large and diverse set of products and services. The Merger Agreement includes customary representations, warranties and covenants made by the Company, Merger Sub and RMR IP as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the Merger Agreement and are not intended to provide factual, business, or financial information about the Company, Merger Sub and RMR IP. Moreover, some of those representations and warranties (i) may not be accurate or complete as of any specified date, (ii) may be subject to a contractual standard of materiality different from those generally applicable to shareholders or different from what a shareholder might view as material, (iii) may have been used for purposes of allocating risk among the Company, Merger Sub and RMR IP, rather than establishing matters as facts, and/or (iv) may have been qualified by certain disclosures not reflected in the Merger Agreement that were made to the other party in connection with the negotiation of the Merger Agreement and generally were solely for the benefit of the parties to the Merger Agreement. For financial reporting purposes, the Merger represents a “reverse merger” rather than a business combination and RMR IP is deemed to be the accounting acquirer in the transaction. Consequently, the assets and liabilities and the historical operations that will be reflected in the Company’s future financial statements will be those of RMR IP. The Company’s assets, liabilities and results of operations will be consolidated with the assets, liabilities and results of operations of RMR IP after consummation of the Merger, and the historical financial statements of the Company before the Merger will be replaced with the historical financial statements of RMR IP before the Merger in all future filings with the SEC. On March 10, 2015, we formed United States Talc and Minerals Inc. (“US Talc and Minerals”), incorporated in the State of Nevada as a wholly-owned subsidiary of the Company for the purpose of facilitating future acquisitions. On July 28, 2016, we formed RMR Aggregates, Inc., a Colorado corporation (“RMR Aggregates”), as our wholly owned subsidiary. RMR Aggregates was formed to hold assets whose primary focus is the mining and processing of industrial minerals for the manufacturing, construction and agriculture sectors. These minerals include limestone, aggregates, marble, silica, barite and sand. On October 12, 2016, RMR Aggregates acquired substantially all of the assets from CalX Minerals, LLC, a Colorado limited liability company (“CalX”) through an Asset Purchase Agreement. Pursuant to the terms of the Asset Purchase Agreement, RMR Aggregates agreed to purchase, and CalX agreed to sell, substantially all of the assets associated with the business of operating the Mid-Continent Limestone Quarry on 41 BLM unpatented placer mining claims in Garfield County, Colorado, including the mining claims, improvements, access rights, water rights, equipment, inventory, contracts, permits, certain intellectual property rights, and other tangible and intangible assets associated with the limestone mining operation. Basis of Presentation and Consolidation The accompanying consolidated financial statements for the fiscal year ended March 31, 2017 have been prepared in accordance with accounting principles generally accepted in the United States for annual financial information in accordance with Securities and Exchange Commission (SEC) Regulations. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE B SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of significant accounting policies of the Company is presented to assist in understanding the Company’s consolidated financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America (“GAAP”) and have been consistently applied in the preparation of the accompanying consolidated financial statements. These consolidated financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity. The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The audited consolidated financial statements include the financial condition and results of operations of our wholly-owned subsidiaries, where intercompany balances and transactions have been eliminated in consolidation. The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that impact the reported amounts of assets, liabilities, and expenses, and disclosure of contingent assets and liabilities in the financial statements and accompanying notes. Actual results could materially differ from those estimates. Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including: expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from those estimated amounts and assumptions used in the preparation of the financial statements. Revenue for product sales are recognized when evidence of an arrangement exists, the fee is fixed or determinable, title passes, which is generally when the product is shipped, and collection is reasonably assured. Revenue includes product sales of limestone, aggregate materials and other transportation charges to customers, net of discounts, allowances or taxes, as applicable. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment. The Company considers all highly liquid securities with original maturities of three months or less at the date of purchase to be cash equivalents. As of March 31, 2017, the Company had cash of $ 1,608,094 Accounts receivables are recorded at the invoiced amount and do not bear interest. The Company analyzes collectability based on historical payment patterns and macroeconomic factors which may affect the customers’ industry. Past due balances over 90 days based on payment terms are reviewed individually for collectability. The Company does not have any off-balance sheet credit exposure related to its customers. Concentration of credit risk is limited to certain customers to whom we make substantial sales. As of March 31, 2017, the Company had one large customer that accounted for approximately 85 Inventories are valued at the lower of cost or market. Cost is determined by the first-in, first-out (FIFO) method. Property, plant and equipment are recorded at cost. Significant improvements are capitalized, while maintenance and repair expenses are charged to operations as incurred. The straight-line method of depreciation is used for substantially all of the assets for financial reporting purposes. Depletion of mineral properties determined on a unit-of-extraction basis for financial reporting purposes, based upon estimated and recoverable limestone, and on a percentage depletion basis for tax purposes Goodwill represents the excess of a purchase price over the fair value of net tangible and identifiable intangible assets of the businesses acquired by the Company. Goodwill is tested for impairment annually or more often if impairment indicators are present at the reporting unit level. The Company has elected January 1st as its annual goodwill impairment assessment date. If the existence of events or circumstances indicates that it is more likely than not that fair values of the reporting units are below their carrying values, the Company performs additional impairment tests during interim periods to evaluate goodwill for impairment. Deposits Deposits consist of a security deposit in connection with an office lease. The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. Factors considered include: • Significant changes in the operational performance or manner of use of acquired assets or the strategy for our overall business, • Significant negative market conditions or economic trends, and • Significant technological changes or legal factors which may render the asset obsolete. Impairment losses are recorded on long-lived assets used in operations when an indicator of impairment is present and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount. The Company incurs reclamation liabilities as part of its mining activities. Quarry activities require the removal and relocation of significant levels of overburden to access materials of usable quantity and quality. The same overburden material is used to reclaim depleted mine areas, which must be sloped to a certain gradient and seeded to prevent erosion in the future. Reclamation methods and requirements can differ depending on the quarry and state rules and regulations in existence for certain locations. As of March 31, 2017, the Company’s undiscounted reclamation obligations totaled approximately $ 196,000 20 Reclamation costs resulting from the normal use of long-lived assets, either owned or leased, are recognized over the period the asset is in use. The obligation, which cannot be reduced by estimated offsetting cash flows, is recorded at fair value as a liability at the obligating event date and is accreted through charges to operating expenses. The fair value is based on our estimate for a third party to perform the legally required reclamation tasks including a reasonable profit margin. This fair value is also capitalized as part of the carrying amount of the underlying asset and depreciated over the estimated useful life of the asset. The mining reclamation reserve is based on management’s estimate of future cost requirements to reclaim property at its operating quarry site. Costs are estimated in current dollars and inflated until the expected time of payment using a future estimated inflation rate and then discounted back to present value using a credit-adjusted, risk-free rate on obligations of similar maturity adjusted to reflect our credit rating. The Company will review reclamation liabilities at least every three years for a revision to the cost or a change in the estimated settlement date. Additionally, reclamation liabilities are reviewed in the period that a triggering event occurs that would result in either a revision to the cost or a change in the estimated settlement date. Examples of events that would trigger a change in the cost include a new reclamation law or amendment to an existing mineral lease. Examples of events that would cause a change in the estimated settlement date include the acquisition of additional reserves or early or delayed closure of a site. Any affect to earnings from cost revisions is included in cost of revenue. Balance at April 1, 2016 $ - Liabilities incurred 44,630 Accretion expense 2,106 Balance at March 31, 2017 $ 46,736 The Company received proceeds of $ 1,400,000 Subsequent Events Fair Value Measurements The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories: - Level 1: Quoted market prices in active markets for identical assets or liabilities - Level 2: Observable market-based inputs or inputs that are corroborated by market data - Level 3: Unobservable inputs that are not corroborated by market data Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period, without consideration for the potentially dilutive effects of converting stock options or restricted stock purchase rights outstanding. Diluted net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period and the potential dilutive effects of stock options or restricted stock purchase rights outstanding during the period determined using the treasury stock method. There are no such anti-dilutive common share equivalents outstanding as March 31, 2017 which were excluded from the calculation of diluted loss per common share. The Company accounts for income taxes under the asset and liability method, which requires, among other things, that deferred income taxes be provided for temporary differences between the tax bases of the Company's assets and liabilities and their financial statement reported amounts. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A valuation allowance is recorded by the Company when it is more likely than not that some portion or all of a deferred tax asset will not be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, and ongoing prudent and feasible tax planning strategies in assessing the amount of the valuation allowance. When the Company establishes or reduces the valuation allowance against its deferred tax assets, its provision for income taxes will increase or decrease, respectively, in the period such determination is made. Additionally, the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefit recognized in the financial statements for a particular tax position is based on the largest benefit that is more likely than not to be realized upon settlement. Accordingly, the Company establishes reserves for uncertain tax positions. The Company has not recognized interest or penalties in its statement of operations and comprehensive loss since inception. The Financial Accounting Standards Board recently issued Accounting Standards Update (ASU) 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The Company has adopted this ASU and did not have a material impact on the consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business, In February 2016, the FASB issued ASU No. 2016-02, Leases In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers Management believes recently issued accounting pronouncements will have no impact on the financial statements of the Company. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Mar. 31, 2017 | |
Going Concern [Abstract] | |
Going Concern [Text Block] | NOTE C GOING CONCERN The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have sufficient cash or other current assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. As a result, the Company’s auditors issued a going concern opinion for the financial statements at March 31, 2016. The Company’s net loss and working capital deficit raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements for the fiscal year ended March 31, 2017 do not include any adjustments to reflect the possible future effects of the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern. The Company may never become profitable, or if it does, it may not be able to sustain profitability on a recurring basis. Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the business plan and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern. During the next year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with research and development. The Company may experience a cash shortfall and be required to raise additional capital. Historically, it has mostly relied upon funds from the sale of shares of stock and from acquiring loans to finance its operations and growth. Management may raise additional capital through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders. In the past year, the Company funded operations by using cash proceeds received through the issuance of common stock and proceeds from related party debt. For the coming year, the Company plans to continue to fund the Company through debt and securities sales and issuances until the company generates enough revenues through the operations as stated above. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 12 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | NOTE D BUSINESS COMBINATION On October 12, 2016, pursuant to an Asset Purchase Agreement dated October 7, 2016, the Company acquired substantially all of the assets of CalX Minerals, LLC, a Colorado limited liability company (“CalX”). Pursuant to the terms of the Asset Purchase Agreement, the Company agreed to purchase substantially all of the assets associated with the business of operating the Mid-Continent Limestone Quarry on 41 BLM unpatented placer mining claims in Garfield County, Colorado, including the mining claims, improvements, access rights, water rights, equipment, inventory, contracts, permits, certain intellectual property rights, and other tangible and intangible assets associated with the limestone mining operation. The acquisition of the CalX assets will promote the development and implementation of the Company’s limestone mining operations in Colorado. The aggregate purchase price for the CalX assets was $ 2,827,624 100,000 In connection with the acquisition of CalX, the Company entered into a $ 2,250,000 The fair value of the total consideration transferred, net of cash acquired was $ 2,827,624 Property, plant and equipment $ 1,969,300 Mineral properties 1,477,469 Asset retirement obligation 44,630 Intangible assets 41,000 Total assets acquired 3,532,399 Equipment loan payable 531,872 Capital lease payable 128,273 Accrued reclamation liability 44,630 Total liabilities assumed 704,775 Net assets acquired $ 2,827,624 The Company used the income, market, or cost approach (or a combination thereof) for the preliminary valuation, and used valuation inputs and analyses that were based on market participant assumptions. Market participants are considered to be buyers and sellers unrelated to the Company in the principal or most advantageous market for the asset or liability. The Company’s estimates related to this valuation are considered to be critical accounting estimates because they are susceptible to change from period to period based on our judgments about a variety of factors and due to the uncontrollable variability of market factors underlying them. For example, in performing assessments of the fair value of these assets, the Company makes judgments about the future performance business of the acquired business, economic, regulatory, and political conditions affecting the net assets acquired, appropriate risk-related rates for discounting estimated future cash flows, reasonable estimates of disposal values, and market royalty rate. Pro Forma Results of Operations (unaudited) The following consolidated pro forma results of operations presents the financial results as if the CalX assets had been acquired on the first day of the 2016 fiscal year. Year ended March 31, 2017 Year ended March 31, 2016 Revenue $ 1,442,643 $ 1,793,514 Net loss $ (5,898,373) $ (4,169,329) |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 12 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE E Property, Plant and Equipment, net Estimated March 31, March 31, Land (mineral bearing) and asset retirement costs 20 $ 1,477,469 $ - Mill equipment 3-15 1,044,673 - Mobile equipment 5-12 702,757 - Mining equipment 2-15 271,907 - Truck and trailer 3-5 147,856 - Office equipment and furniture 2-3 1,630 - Construction in progress 3-5 144,249 - Property, plant and equipment 3,790,541 - Less accumulated depreciation, depletion and amortization (111,472) - Property, plant and equipment, net $ 3,679,069 $ - Depreciation, depletion and amortization expense of property, plant and equipment was $ 111,472 0 |
NOTE PAYABLE
NOTE PAYABLE | 12 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE F NOTE PAYABLE On October 3, 2016, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with RMR Aggregates, Inc., and Central Valley Administrators Inc., a Nevada corporation (“CVA”). Pursuant to the terms of the Note Purchase Agreement, RMR Aggregates sold to CVA, and CVA purchased from RMR Aggregates, a 10 2,250,000 October 3, 2018 Under the terms of the Note Purchase Agreement, RMR Aggregates also agreed to issue 20,000 20 7.5 4.99 The Note Purchase Agreement provides, among other things, that CVA shall have a liquidation right upon an event of default arising from the failure by RMR Aggregates to repay the outstanding principal amount of the Note on the maturity date, meaning CVA can cause RMR Aggregates to sell its assets until it repays the outstanding amount due under the Note. RMR Aggregates shall have the right to call the Note at any time at par plus accrued interest thereunder. The conversion feature in the Note Purchase Agreement was valued at $ 769,000 Principal value $ 2,250,000 Accrued interest 112,916 Unamortized debt discount (846,301) Note payable, net $ 1,516,615 |
EQUIPMENT LOAN AND CAPITAL LEAS
EQUIPMENT LOAN AND CAPITAL LEASE PAYABLE | 12 Months Ended |
Mar. 31, 2017 | |
Disclosure Text Block Supplement [Abstract] | |
Debt and Capital Leases Disclosures [Text Block] | NOTE G EQUIPMENT LOAN AND CAPITAL LEASE PAYABLE The Company has entered into various equipment loans with an equipment manufacturer in connection with the CalX acquisition, pursuant to which we acquired equipment with an aggregate principal value of approximately $ 528,593 12 1.99 5.75 The Company also has a capital lease agreement, which was assumed in connection with the CalX acquisition. The capital lease has a remaining term of 33 Fiscal year ended March 31: 2018 $ 40,115 2019 38,602 2020 26,604 2021 - Total future minimum lease payments $ 105,321 |
TRANSACTIONS WITH RELATED PARTI
TRANSACTIONS WITH RELATED PARTIES | 12 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE H TRANSACTIONS WITH RELATED PARTIES Since inception, the Company accrued $ 2,368,233 1,805,000 35,000 On February 1, 2015, RMR, IP entered into a management services agreement with Industrial Management LLC (“IM”), to provide services to RMR, IP and affiliated entities, which include assistance in operational and administrative matters, identifying, analyzing, and structuring growth initiatives, and potential strategic acquisitions. As compensation for these services, RMR, IP will pay to IM an annual cash management fee in an amount equal to the greater of 2% of the Company’s annual gross revenues or $1,000,000, and a development fee with respect to any capital project incurred by RMR IP equal to 2% of total project costs. In addition, IM has the option to be assigned all available royalties from RMR IP’s mineral holdings, leases or interests greater than 75 15 |
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT | 12 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE I SHAREHOLDERS’ DEFICIT Reverse Stock Split On September 4, 2015, the Company implemented a reverse stock split of all of its authorized and issued and outstanding shares of Class B Common Stock in ratio of one-for-twenty. All historical and per share amounts have been adjusted to reflect the reverse stock split. Preferred Stock The Company has authorized 50,000,000 Common Stock The Company has authorized 2,100,000,000 2,000,000,000 100,000,000 35,785,858 1,202,623 The holders of Class A Common Stock will have the right to vote on all matters on which stockholders have the right to vote. The holders of Class B Common Stock will have the right to vote solely on matters where the vote of such holders is explicitly required under Nevada law. The holders of Class A Common Stock and Class B Common stock will have equal distribution rights, provided that distributions in securities shall be made in either identical securities or securities with similar voting characteristics. The holders of Class A Common Stock and Class B Common Stock will be entitled to receive identical per-share consideration upon a merger, conversion or exchange of the Company with another entity, and will have equal rights upon dissolutions, liquidation or winding-up. During the fiscal year ended March 31, 2017, the Company entered into subscription agreements with accredited investors (the "Purchasers") to offer and sell 221,666 10.00 15.00 3,124,790 Shares of Units Sold Proceeds Common Stock Warrants Warrant Price Warrant Term 40,000 $ 400,000 40,000 80,000 $ 10.00 2 years 91,666 1,374,995 91,666 137,500 $ 15.00 1 year 56,667 850,000 56,667 85,000 $ 15.00 1 year 33,333 499,995 33,333 16,667 $ 15.00 1 year |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE J SHARE-BASED COMPENSATION The RMR Industrials, Inc. 2015 Equity Incentive Plan (the "2015 Plan"), authorizes up to 30 1,070,108 Stock Options The Company grants stock options to certain employees that give them the right to acquire our Class B common stock under the 2015 Plan. The exercise price of options granted is equal to the closing price per share of our stock at the date of grant. The nonqualified options vest at a rate of 33 Valuation Assumptions for Stock Options During the three months ended December 31, 2016, the Company granted options to our employees to purchase an aggregate of 400,000 828,800 305,596 As of March 31, 2017, unamortized stock-based compensation was $ 523,204 November 21, 2016 Average risk-free interest rate 1.79 % Average expected life (in years) 5.0 Volatility 33.85 % Dividend yield 0.0 % ⋅ Risk-Free Interest Rate ⋅ Expected Term ⋅ Expected Volatility ⋅ Expected Dividend Stock Grant Date Weighted Aggregate Outstanding at April 1, 2016 - $ - Granted 400,000 $ 6.34 Exercised - $ - Forfeited - $ - Expired - $ - Outstanding at March 31, 2017 400,000 $ 6.34 9.9 $ - Vested and expected to vest March 31, 2017 99,999 $ 6.34 9.9 $ - Exercisable at March 31, 2017 99,999 $ 6.34 9.9 $ - |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE K INCOME TAXES There is no provision for income taxes because the Company has incurred operating losses since inception and has a full valuation allowance on it deferred tax asset. At March 31, 2017 and 2016 the Company has concluded that it is more likely than not that the Company may not realize the benefit of its deferred tax assets due to losses generated and uncertainties surrounding its ability to generate future taxable income. Accordingly, the net deferred tax assets have been fully reserved. March 31, 2017 March 31, 2016 Deferred tax asset: Net operating loss carryforwards $ 3,008,204 $ 1,565,124 Stock compensation 181,206 56,811 Fixed assets 799,726 - Intangible assets 25,524 9,953 Accrued liabilities 650,201 - Charitable contributions 1,019 - State taxes - current 1,120 560 Deferred tax liabilities: State taxes - deferred (169,157) (123,689) Valuation allowance (4,497,843) (1,508,759) Net deferred tax asset $ - $ - March 31, 2017 Tax computed at federal statutory rate $ (1,904,676) State tax, net of federal tax benefit (417,027) Meals and entertainment 13,597 Debt discount amortization 53,600 Change in valuation allowance 2,256,356 Net provision for income taxes $ 1,850 The Company has accumulated federal net operating loss carryovers of approximately $ 7,477,470 7,480,670 2033 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE L COMMITMENTS AND CONTINGENCIES The Company has certain non-cancelable operating leases for office locations that are not accounted for as liabilities under GAAP. Future minimum lease commitments under these non-cancelable operating leases at March 31, 2017 are as follows: Lease Commitment 2018 $ 154,930 2019 48,438 Total minimum lease payments $ 203,368 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE M SUBSEQUENT EVENTS On April 4, 2017, the Company refunded a shareholder deposit of $ 1,400,000 173,333 2,400,000 |
SUMMARY OF SIGNIFICANT ACCOUN21
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Consolidation The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The audited consolidated financial statements include the financial condition and results of operations of our wholly-owned subsidiaries, where intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that impact the reported amounts of assets, liabilities, and expenses, and disclosure of contingent assets and liabilities in the financial statements and accompanying notes. Actual results could materially differ from those estimates. Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including: expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from those estimated amounts and assumptions used in the preparation of the financial statements. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Revenue for product sales are recognized when evidence of an arrangement exists, the fee is fixed or determinable, title passes, which is generally when the product is shipped, and collection is reasonably assured. Revenue includes product sales of limestone, aggregate materials and other transportation charges to customers, net of discounts, allowances or taxes, as applicable. |
Segment Reporting, Policy [Policy Text Block] | Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all highly liquid securities with original maturities of three months or less at the date of purchase to be cash equivalents. As of March 31, 2017, the Company had cash of $ 1,608,094 |
Trade and Other Accounts Receivable, Policy [Policy Text Block] | Accounts Receivable Accounts receivables are recorded at the invoiced amount and do not bear interest. The Company analyzes collectability based on historical payment patterns and macroeconomic factors which may affect the customers’ industry. Past due balances over 90 days based on payment terms are reviewed individually for collectability. The Company does not have any off-balance sheet credit exposure related to its customers. Concentration of credit risk is limited to certain customers to whom we make substantial sales. As of March 31, 2017, the Company had one large customer that accounted for approximately 85 |
Inventory, Policy [Policy Text Block] | Inventory Inventories are valued at the lower of cost or market. Cost is determined by the first-in, first-out (FIFO) method. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property, Plant and Equipment Property, plant and equipment are recorded at cost. Significant improvements are capitalized, while maintenance and repair expenses are charged to operations as incurred. The straight-line method of depreciation is used for substantially all of the assets for financial reporting purposes. Depletion of mineral properties determined on a unit-of-extraction basis for financial reporting purposes, based upon estimated and recoverable limestone, and on a percentage depletion basis for tax purposes |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill Goodwill represents the excess of a purchase price over the fair value of net tangible and identifiable intangible assets of the businesses acquired by the Company. Goodwill is tested for impairment annually or more often if impairment indicators are present at the reporting unit level. The Company has elected January 1st as its annual goodwill impairment assessment date. If the existence of events or circumstances indicates that it is more likely than not that fair values of the reporting units are below their carrying values, the Company performs additional impairment tests during interim periods to evaluate goodwill for impairment. |
Deposit Contracts, Policy [Policy Text Block] | Deposits Deposits consist of a security deposit in connection with an office lease. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. Factors considered include: • Significant changes in the operational performance or manner of use of acquired assets or the strategy for our overall business, • Significant negative market conditions or economic trends, and • Significant technological changes or legal factors which may render the asset obsolete. Impairment losses are recorded on long-lived assets used in operations when an indicator of impairment is present and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount. |
Accrued Reclamation Liability [Policy Text Block] | Accrued Reclamation Liability The Company incurs reclamation liabilities as part of its mining activities. Quarry activities require the removal and relocation of significant levels of overburden to access materials of usable quantity and quality. The same overburden material is used to reclaim depleted mine areas, which must be sloped to a certain gradient and seeded to prevent erosion in the future. Reclamation methods and requirements can differ depending on the quarry and state rules and regulations in existence for certain locations. As of March 31, 2017, the Company’s undiscounted reclamation obligations totaled approximately $ 196,000 20 Reclamation costs resulting from the normal use of long-lived assets, either owned or leased, are recognized over the period the asset is in use. The obligation, which cannot be reduced by estimated offsetting cash flows, is recorded at fair value as a liability at the obligating event date and is accreted through charges to operating expenses. The fair value is based on our estimate for a third party to perform the legally required reclamation tasks including a reasonable profit margin. This fair value is also capitalized as part of the carrying amount of the underlying asset and depreciated over the estimated useful life of the asset. The mining reclamation reserve is based on management’s estimate of future cost requirements to reclaim property at its operating quarry site. Costs are estimated in current dollars and inflated until the expected time of payment using a future estimated inflation rate and then discounted back to present value using a credit-adjusted, risk-free rate on obligations of similar maturity adjusted to reflect our credit rating. The Company will review reclamation liabilities at least every three years for a revision to the cost or a change in the estimated settlement date. Additionally, reclamation liabilities are reviewed in the period that a triggering event occurs that would result in either a revision to the cost or a change in the estimated settlement date. Examples of events that would trigger a change in the cost include a new reclamation law or amendment to an existing mineral lease. Examples of events that would cause a change in the estimated settlement date include the acquisition of additional reserves or early or delayed closure of a site. Any affect to earnings from cost revisions is included in cost of revenue. Balance at April 1, 2016 $ - Liabilities incurred 44,630 Accretion expense 2,106 Balance at March 31, 2017 $ 46,736 |
Shareholder Deposit [Policy Text Block] | Shareholder Deposit The Company received proceeds of $ 1,400,000 Subsequent Events |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value Measurements The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories: - Level 1: Quoted market prices in active markets for identical assets or liabilities - Level 2: Observable market-based inputs or inputs that are corroborated by market data - Level 3: Unobservable inputs that are not corroborated by market data |
Earnings Per Share, Policy [Policy Text Block] | Net Loss per Common Share Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period, without consideration for the potentially dilutive effects of converting stock options or restricted stock purchase rights outstanding. Diluted net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period and the potential dilutive effects of stock options or restricted stock purchase rights outstanding during the period determined using the treasury stock method. There are no such anti-dilutive common share equivalents outstanding as March 31, 2017 which were excluded from the calculation of diluted loss per common share. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires, among other things, that deferred income taxes be provided for temporary differences between the tax bases of the Company's assets and liabilities and their financial statement reported amounts. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A valuation allowance is recorded by the Company when it is more likely than not that some portion or all of a deferred tax asset will not be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, and ongoing prudent and feasible tax planning strategies in assessing the amount of the valuation allowance. When the Company establishes or reduces the valuation allowance against its deferred tax assets, its provision for income taxes will increase or decrease, respectively, in the period such determination is made. Additionally, the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefit recognized in the financial statements for a particular tax position is based on the largest benefit that is more likely than not to be realized upon settlement. Accordingly, the Company establishes reserves for uncertain tax positions. The Company has not recognized interest or penalties in its statement of operations and comprehensive loss since inception. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements The Financial Accounting Standards Board recently issued Accounting Standards Update (ASU) 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The Company has adopted this ASU and did not have a material impact on the consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business, In February 2016, the FASB issued ASU No. 2016-02, Leases In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers Management believes recently issued accounting pronouncements will have no impact on the financial statements of the Company. |
SUMMARY OF SIGNIFICANT ACCOUN22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Carrying Amount of Accrued Reclamation Liabilities [Table Text Block] | A reconciliation of the carrying amount of our accrued reclamation liabilities is as follows: Balance at April 1, 2016 $ - Liabilities incurred 44,630 Accretion expense 2,106 Balance at March 31, 2017 $ 46,736 |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table summarizes the Company’s purchase price allocation for the CalX acquisition: Property, plant and equipment $ 1,969,300 Mineral properties 1,477,469 Asset retirement obligation 44,630 Intangible assets 41,000 Total assets acquired 3,532,399 Equipment loan payable 531,872 Capital lease payable 128,273 Accrued reclamation liability 44,630 Total liabilities assumed 704,775 Net assets acquired $ 2,827,624 |
Business Acquisition, Pro Forma Information [Table Text Block] | This information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been made on the first day of the preceding fiscal year, nor is it indicative of any future results. Year ended March 31, 2017 Year ended March 31, 2016 Revenue $ 1,442,643 $ 1,793,514 Net loss $ (5,898,373) $ (4,169,329) |
Property, Plant and Equipment24
Property, Plant and Equipment, net (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property, plant and equipment, net consisted of the following as of March 31, 2017 and 2016: Estimated March 31, March 31, Land (mineral bearing) and asset retirement costs 20 $ 1,477,469 $ - Mill equipment 3-15 1,044,673 - Mobile equipment 5-12 702,757 - Mining equipment 2-15 271,907 - Truck and trailer 3-5 147,856 - Office equipment and furniture 2-3 1,630 - Construction in progress 3-5 144,249 - Property, plant and equipment 3,790,541 - Less accumulated depreciation, depletion and amortization (111,472) - Property, plant and equipment, net $ 3,679,069 $ - |
NOTE PAYABLE (Tables)
NOTE PAYABLE (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | The carrying value of the CVA Note at March 31, 2017: Principal value $ 2,250,000 Accrued interest 112,916 Unamortized debt discount (846,301) Note payable, net $ 1,516,615 |
EQUIPMENT LOAN AND CAPITAL LE26
EQUIPMENT LOAN AND CAPITAL LEASE PAYABLE (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | Future payments on capital lease obligations are as follows: Fiscal year ended March 31: 2018 $ 40,115 2019 38,602 2020 26,604 2021 - Total future minimum lease payments $ 105,321 |
SHAREHOLDERS_ DEFICIT (Tables)
SHAREHOLDERS’ DEFICIT (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Sale of Stock by Subsidiary or Equity Method Investee Disclosure [Table Text Block] | The Units issued by the Company for the fiscal year ended March 31, 2017: Shares of Units Sold Proceeds Common Stock Warrants Warrant Price Warrant Term 40,000 $ 400,000 40,000 80,000 $ 10.00 2 years 91,666 1,374,995 91,666 137,500 $ 15.00 1 year 56,667 850,000 56,667 85,000 $ 15.00 1 year 33,333 499,995 33,333 16,667 $ 15.00 1 year |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The grant date fair value was estimated at the date of grant using the Black-Scholes option pricing model, assuming no dividends and the following assumptions: November 21, 2016 Average risk-free interest rate 1.79 % Average expected life (in years) 5.0 Volatility 33.85 % Dividend yield 0.0 % |
Share-based Compensation, Stock Options, Activity [Table Text Block] | Stock Option Activity Stock Grant Date Weighted Aggregate Outstanding at April 1, 2016 - $ - Granted 400,000 $ 6.34 Exercised - $ - Forfeited - $ - Expired - $ - Outstanding at March 31, 2017 400,000 $ 6.34 9.9 $ - Vested and expected to vest March 31, 2017 99,999 $ 6.34 9.9 $ - Exercisable at March 31, 2017 99,999 $ 6.34 9.9 $ - |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Net deferred tax assets consist of the following components: March 31, 2017 March 31, 2016 Deferred tax asset: Net operating loss carryforwards $ 3,008,204 $ 1,565,124 Stock compensation 181,206 56,811 Fixed assets 799,726 - Intangible assets 25,524 9,953 Accrued liabilities 650,201 - Charitable contributions 1,019 - State taxes - current 1,120 560 Deferred tax liabilities: State taxes - deferred (169,157) (123,689) Valuation allowance (4,497,843) (1,508,759) Net deferred tax asset $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income statutory tax rates to pretax loss from continuing operations as follows: March 31, 2017 Tax computed at federal statutory rate $ (1,904,676) State tax, net of federal tax benefit (417,027) Meals and entertainment 13,597 Debt discount amortization 53,600 Change in valuation allowance 2,256,356 Net provision for income taxes $ 1,850 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lessee, Operating Lease, Disclosure [Table Text Block] | Future minimum lease commitments under these non-cancelable operating leases at March 31, 2017 are as follows: Lease Commitment 2018 $ 154,930 2019 48,438 Total minimum lease payments $ 203,368 |
FORMATION, CORPORATE CHANGES 31
FORMATION, CORPORATE CHANGES AND MATERIAL MERGERS AND ACQUISITIONS (Details Textual) - Rocky Mountain Resource Holdings LLC [Member] | 1 Months Ended |
Nov. 17, 2014USD ($)shares | |
Formation Corporate Changes and Material Mergers And Acquisitions [Line Items] | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 5,200,000 |
Business Acquisition, Percentage of Voting Interests Acquired | 69.06% |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ | $ 357,670 |
SUMMARY OF SIGNIFICANT ACCOUN32
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Mar. 31, 2017USD ($) | |
Balance at April 1, 2016 | $ 0 |
Liabilities incurred | 44,630 |
Accretion expense | 2,106 |
Balance at March 31, 2017 | $ 46,736 |
SUMMARY OF SIGNIFICANT ACCOUN33
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Cash | $ 1,608,094 | $ 356,287 | $ 4,733 |
Proceeds from related party debt | 1,400,000 | $ 0 | |
Undiscounted Reclamation Liability | $ 196,000 | ||
Reclamation Liability Settlement Term | 20 years | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||
Concentration Risk, Percentage | 85.00% |
BUSINESS COMBINATION (Details)
BUSINESS COMBINATION (Details) - CalX Minerals LLC [Member] | Oct. 12, 2016USD ($) |
Business Combinations [Line Items] | |
Property, plant and equipment | $ 1,969,300 |
Mineral properties | 1,477,469 |
Asset retirement obligation | 44,630 |
Intangible assets | 41,000 |
Total assets acquired | 3,532,399 |
Equipment loan payable | 531,872 |
Capital lease payable | 128,273 |
Accrued reclamation liability | 44,630 |
Total liabilities assumed | 704,775 |
Net assets acquired | $ 2,827,624 |
BUSINESS COMBINATION (Details 1
BUSINESS COMBINATION (Details 1) - CalX Minerals LLC [Member] - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Business Combinations [Line Items] | ||
Revenue | $ 1,442,643 | $ 1,793,514 |
Net loss | $ (5,898,373) | $ (4,169,329) |
BUSINESS COMBINATION (Details T
BUSINESS COMBINATION (Details Textual) - USD ($) | Oct. 12, 2016 | Mar. 31, 2017 | Mar. 31, 2016 |
Business Combinations [Line Items] | |||
Payments to Acquire Businesses, Net of Cash Acquired | $ 2,827,624 | $ 0 | |
CalX Minerals LLC [Member] | |||
Business Combinations [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 2,827,624 | ||
Payments to Acquire Businesses, Net of Cash Acquired | 2,827,624 | ||
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party | 100,000 | ||
CalX Minerals LLC [Member] | Note Purchase Agreement [Member] | |||
Business Combinations [Line Items] | |||
Debt Instrument, Face Amount | $ 2,250,000 |
Property, Plant and Equipment37
Property, Plant and Equipment, net (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 3,790,541 | $ 0 |
Less accumulated depreciation, depletion and amortization | (111,472) | 0 |
Property, Plant and Equipment, Net | $ 3,679,069 | 0 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated life (years) | 20 years | |
Property, plant and equipment | $ 1,477,469 | 0 |
Mill Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 1,044,673 | 0 |
Mill Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated life (years) | 3 years | |
Mill Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated life (years) | 15 years | |
Mobile Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 702,757 | 0 |
Mobile Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated life (years) | 5 years | |
Mobile Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated life (years) | 12 years | |
Mine Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 271,907 | 0 |
Mine Development [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated life (years) | 2 years | |
Mine Development [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated life (years) | 15 years | |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 147,856 | 0 |
Vehicles [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated life (years) | 3 years | |
Vehicles [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated life (years) | 5 years | |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 1,630 | 0 |
Office Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated life (years) | 2 years | |
Office Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated life (years) | 3 years | |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 144,249 | $ 0 |
Construction in Progress [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated life (years) | 3 years | |
Construction in Progress [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated life (years) | 5 years |
Property, Plant and Equipment38
Property, Plant and Equipment, net (Details Textual) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation, Depletion and Amortization | $ 111,472 | $ 0 |
NOTE PAYABLE (Details)
NOTE PAYABLE (Details) - USD ($) | Mar. 31, 2017 | Oct. 03, 2016 | Mar. 31, 2016 |
Note payable, net | $ 1,516,615 | $ 0 | |
Central Valley Administrators Inc [Member] | Promissory Note [Member] | |||
Principal value | 2,250,000 | $ 2,250,000 | |
Accrued interest | 112,916 | ||
Unamortized debt discount | (846,301) | ||
Note payable, net | $ 1,516,615 |
NOTE PAYABLE (Details Textual)
NOTE PAYABLE (Details Textual) | Oct. 03, 2016USD ($)shares | Mar. 31, 2017USD ($) |
Note Purchase Agreement [Member] | ||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 769,000 | |
Note Purchase Agreement [Member] | Maximum [Member] | ||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 4.99% | |
Note Purchase Agreement [Member] | RMR Aggregates Shares [Member] | ||
Percentage Of Issued And Outstanding Common Stock | 20.00% | |
Debt Instrument, Convertible, Number of Equity Instruments | 20,000 | |
Promissory Note [Member] | Central Valley Administrators Inc [Member] | ||
Debt Instrument, Face Amount | $ 2,250,000 | $ 2,250,000 |
Debt Instrument, Maturity Date | Oct. 3, 2018 | |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |
Common Class B [Member] | Note Purchase Agreement [Member] | ||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 7.5 |
EQUIPMENT LOAN AND CAPITAL LE41
EQUIPMENT LOAN AND CAPITAL LEASE PAYABLE (Details) | Mar. 31, 2017USD ($) |
2,018 | $ 40,115 |
2,019 | 38,602 |
2,020 | 26,604 |
2,021 | 0 |
Total future minimum lease payments | $ 105,321 |
EQUIPMENT LOAN AND CAPITAL LE42
EQUIPMENT LOAN AND CAPITAL LEASE PAYABLE (Details Textual) | 12 Months Ended |
Mar. 31, 2017USD ($) | |
Equipmemnt Loan [Member] | |
Debt Instrument, Term | 12 months |
Maximum [Member] | Equipmemnt Loan [Member] | |
Debt Instrument, Interest Rate, Stated Percentage | 5.75% |
Minimum [Member] | Equipmemnt Loan [Member] | |
Debt Instrument, Interest Rate, Stated Percentage | 1.99% |
Equipment [Member] | |
Capital Leased Assets, Gross | $ 528,593 |
Capital Lease Agreement [Member] | |
Capital Lease Remaining Term | 33 months |
TRANSACTIONS WITH RELATED PAR43
TRANSACTIONS WITH RELATED PARTIES (Details Textual) | 12 Months Ended |
Mar. 31, 2017USD ($) | |
Related Party Transaction [Line Items] | |
Accrued Liabilities | $ 2,368,233 |
Industrial Management LLC [Member] | |
Related Party Transaction [Line Items] | |
Management Fee, Description | annual cash management fee in an amount equal to the greater of 2% of the Companys annual gross revenues or $1,000,000 |
Royalty Percentage | 75.00% |
Preferred Stock, Dividend Rate, Percentage | 15.00% |
Officer [Member] | |
Related Party Transaction [Line Items] | |
Officers' Compensation | $ 35,000 |
Chief Executive Officer [Member] | |
Related Party Transaction [Line Items] | |
Accrued Salaries, Current | $ 1,805,000 |
SHAREHOLDERS_ DEFICIT (Details)
SHAREHOLDERS’ DEFICIT (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Shares of Units Sold | 40,000 | |
Proceeds | $ 3,124,790 | $ 1,475,590 |
Accredited Investors One [Member] | ||
Proceeds | $ 400,000 | |
Common Stock | 40,000 | |
Warrants | 80,000 | |
Warrant Price | $ 10 | |
Warrant Term | 2 years | |
Accredited Investors Two [Member] | ||
Shares of Units Sold | 91,666 | |
Proceeds | $ 1,374,995 | |
Common Stock | 91,666 | |
Warrants | 137,500 | |
Warrant Price | $ 15 | |
Warrant Term | 1 year | |
Accredited Investors Three [Member] | ||
Shares of Units Sold | 56,667 | |
Proceeds | $ 850,000 | |
Common Stock | 56,667 | |
Warrants | 85,000 | |
Warrant Price | $ 15 | |
Warrant Term | 1 year | |
Accredited Investors Four [Member] | ||
Shares of Units Sold | 33,333 | |
Proceeds | $ 499,995 | |
Common Stock | 33,333 | |
Warrants | 16,667 | |
Warrant Price | $ 15 | |
Warrant Term | 1 year |
SHAREHOLDERS' DEFICIT (Details
SHAREHOLDERS' DEFICIT (Details Textual) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Proceeds from Issuance of Common Stock | $ 3,124,790 | |
Sale of Stock, Number of Shares Issued in Transaction | 40,000 | |
Sale of Stock, Description of Transaction | Each Unit entitles the Purchaser to one share of Class B Common Stock of the Company and a warrant to purchase one half to one and a half shares of Class B Common Stock at an exercise price of $10.00 - $15.00 with a term of one or two years. | |
Minimum [Member] | ||
Sale of Stock, Price Per Share | $ 10 | |
Maximum [Member] | ||
Sale of Stock, Price Per Share | $ 15 | |
Common Stock [Member] | ||
Common stock, shares authorized | 2,100,000,000 | |
Sale of Stock, Number of Shares Issued in Transaction | 221,666 | |
Common Class A [Member] | ||
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common Stock, Shares, Issued | 35,785,858 | 35,785,858 |
Common Class B [Member] | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 1,202,623 | 990,957 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details) | 1 Months Ended |
Nov. 21, 2016 | |
Average risk-free interest rate | 1.79% |
Average expected life (in years) | 5 years |
Volatility | 33.85% |
Dividend yield | 0.00% |
SHARE-BASED COMPENSATION (Det47
SHARE-BASED COMPENSATION (Details 1) | 12 Months Ended |
Mar. 31, 2017USD ($)$ / sharesshares | |
Stock Option, Outstanding Begining Balance | shares | shares | 0 |
Stock Option, Granted | shares | shares | 400,000 |
Stock Option, Exercised | shares | shares | 0 |
Stock Option, Forfeited | shares | shares | 0 |
Stock Option, Expired | shares | shares | 0 |
Stock Option, Ending Balance | shares | shares | 400,000 |
Stock Option, Vested and Expected to Vest | shares | shares | 99,999 |
Stock Option, Exercisable | shares | shares | 99,999 |
Grant Date Weighted Average Exercise Price, Outstanding Begining Balance | $ / shares | $ 0 |
Grant Date Weighted Average Exercise Price, Granted | $ / shares | 6.34 |
Grant Date Weighted Average Exercise Price, Exercised | $ / shares | 0 |
Grant Date Weighted Average Exercise Price, Forfeited | $ / shares | 0 |
Grant Date Weighted Average Exercise Price, Expired | $ / shares | 0 |
Grant Date Weighted Average Exercise Price, Outstanding Ending Balance | $ / shares | 6.34 |
Grant Date Weighted Average Exercise Price, Vested and expected to vest | $ / shares | 6.34 |
Grant Date Weighted Average Exercise Price, Exercisable | $ / shares | $ 6.34 |
Weighted Average Remaining Contractual in Years, Outstanding Ending | 9 years 10 months 24 days |
Weighted Average Remaining Contractual in Years, Vested and expected to vest | 9 years 10 months 24 days |
Weighted Average Remaining Contractual in Years, Exercisable | 9 years 10 months 24 days |
Aggregate Intrinsic Value, Outstanding | $ | $ 0 |
Aggregate Intrinsic Value, Vested and expected to Vest | $ | 0 |
Aggregate Intrinsic Value, Exercisable | $ | $ 0 |
SHARE-BASED COMPENSATION (Det48
SHARE-BASED COMPENSATION (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2016 | Mar. 31, 2017 | |
Share based Compensation Arrangement By Share based Payment Award Options Granted Total Grant Date Fair Value | $ 828,800 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 400,000 | |
Stock or Unit Option Plan Expense | $ 305,596 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 523,204 | |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 400,000 | |
Non Qualified Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.00% | |
Common Class B [Member] | 2015 Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum | 30.00% | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 1,070,108 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 |
Deferred tax asset: | ||
Net operating loss carryforwards | $ 3,008,204 | $ 1,565,124 |
Stock compensation | 181,206 | 56,811 |
Fixed assets | 799,726 | 0 |
Intangible assets | 25,524 | 9,953 |
Accrued liabilities | 650,201 | 0 |
Charitable contributions | 1,019 | 0 |
State taxes - current | 1,120 | 560 |
Deferred tax liabilities: | ||
State taxes - deferred | (169,157) | (123,689) |
Valuation allowance | (4,497,843) | (1,508,759) |
Net deferred tax asset | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Tax computed at federal statutory rate | $ (1,904,676) | |
State tax, net of federal tax benefit | (417,027) | |
Meals and entertainment | 13,597 | |
Debt discount amortization | 53,600 | |
Change in valuation allowance | 2,256,356 | |
Net provision for income taxes | $ 1,850 | $ 0 |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) | 12 Months Ended |
Mar. 31, 2017USD ($) | |
Foreign Tax Authority [Member] | |
Operating Loss Carryforwards | $ 7,477,470 |
State and Local Jurisdiction [Member] | |
Operating Loss Carryforwards | $ 7,480,670 |
Federal and State Tax Authority [Member] | |
Operating Loss Carryforwards Expiration Period | 2,033 |
COMMITMENTS AND CONTINGENCIES52
COMMITMENTS AND CONTINGENCIES (Details) | Mar. 31, 2017USD ($) |
Operating Leased Assets [Line Items] | |
2,018 | $ 154,930 |
2,019 | 48,438 |
Total minimum lease payments | $ 203,368 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - USD ($) | Apr. 04, 2017 | Nov. 27, 2017 | Mar. 31, 2017 | Mar. 31, 2016 |
Subsequent Event [Line Items] | ||||
Common stock issued for promoters at $0.005 per share, Value | $ 3,124,791 | $ 1,614,715 | ||
Common Class B [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock issued for promoters at $0.005 per share, Shares | 221,666 | 173,750 | ||
Common stock issued for promoters at $0.005 per share, Value | $ 222 | $ 174 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Repayments of Related Party Debt | $ 1,400,000 | |||
Subsequent Event [Member] | Common Class B [Member] | ||||
Subsequent Event [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 316,667 | |||
Common stock issued for promoters at $0.005 per share, Shares | 173,333 | |||
Common stock issued for promoters at $0.005 per share, Value | $ 2,400,000 |