Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Jun. 30, 2018 | Dec. 11, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,019 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | RMR Industrials, Inc. | |
Entity Central Index Key | 1,556,179 | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Non-accelerated Filer | |
Trading Symbol | RMRI | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
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 | 3,027,712 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2018 | Mar. 31, 2018 |
Current assets | ||
Cash | $ 2,166,867 | $ 814,621 |
Accounts receivable | 105,974 | 79,630 |
Inventory | 28,695 | 54,290 |
Prepaid expenses | 46,424 | 48,844 |
Restricted cash | 98,241 | 196,181 |
Total current assets | 2,446,201 | 1,193,566 |
Property, plant, and equipment, net | 3,946,899 | 3,826,512 |
Land under development | 3,840,759 | 3,594,928 |
Asset retirement obligation, net | 40,725 | 41,283 |
Intangible assets, net | 41,000 | 41,000 |
Other noncurrent assets | 26,832 | 26,830 |
Total assets | 10,342,416 | 8,724,119 |
Current liabilities | ||
Accounts payable | 585,463 | 607,635 |
Accounts payable, related party | 201,566 | 201,566 |
Accrued liabilities | 113,319 | 114,361 |
Accrued liabilities, related party | 1,925,000 | 2,290,000 |
Capital lease payable, current | 37,014 | 40,045 |
Equipment loan payable, current | 169,217 | 183,545 |
Total current liabilities | 3,031,579 | 3,437,152 |
Note payable, net of discount | 2,478,688 | 2,247,213 |
Capital lease payable, noncurrent | 24,270 | 31,101 |
Equipment loan payable, noncurrent | 252,043 | 283,128 |
Deferred rent | 13,574 | 14,717 |
Accrued reclamation liability | 52,664 | 51,409 |
Total liabilities | 5,852,818 | 6,064,720 |
Stockholders' Deficit | ||
Preferred Stock, $0.001 par value, 50,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 33,705,677 | 30,237,968 |
Noncontrolling interest | (262,713) | (188,207) |
Accumulated deficit | (28,992,375) | (27,429,017) |
Total stockholders' deficit | 4,489,598 | 2,659,399 |
Total liabilities and stockholders' deficit | 10,342,416 | 8,724,119 |
Common Class A [Member] | ||
Stockholders' Deficit | ||
Common Stock | 35,786 | 35,786 |
Common Class B [Member] | ||
Stockholders' Deficit | ||
Common Stock | $ 3,223 | $ 2,869 |
Consolidated Balance Sheets _Pa
Consolidated Balance Sheets [Parenthetical] - $ / shares | Jun. 30, 2018 | Mar. 31, 2018 |
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 or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common Stock, Shares, Issued | 35,785,858 | 35,785,858 |
Common Stock, Shares, Outstanding | 35,785,858 | 35,785,858 |
Common Class B [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 3,223,007 | 2,868,967 |
Common Stock, Shares, Outstanding | 2,913,007 | 2,703,967 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Revenue | $ 329,614 | $ 228,679 |
Cost of goods sold | 319,854 | 191,020 |
Gross profit | 9,760 | 37,659 |
Selling, general and administrative | 1,411,849 | 1,148,988 |
Loss from operations | (1,402,089) | (1,111,329) |
Interest (expense) income, net | (235,775) | (163,809) |
Loss before income tax provision | (1,637,864) | (1,275,138) |
Income tax expense | (1,600) | |
Net loss | (1,637,864) | (1,276,738) |
Add: Net loss attributed to noncontrolling interest | (74,506) | (50,454) |
Net loss attributable to RMR Industrials, Inc. | $ (1,563,358) | $ (1,226,284) |
Basic and diluted loss attributable to RMR Industrials, Inc. per common share | $ (0.35) | $ (0.41) |
Weighted average shares outstanding | 4,555,817 | 3,003,418 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flow from operating activities | ||
Net loss | $ (1,637,864) | $ (1,276,738) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization expense | 85,806 | 75,696 |
Stock-based compensation | 344,594 | 68,876 |
Amortization of debt discount | 165,671 | 96,652 |
Deferred rent | (1,143) | 7,862 |
Paid-in-kind interest | 65,804 | 59,566 |
Changes in operating assets and liabilities | ||
Accounts receivable | (26,343) | (20,493) |
Prepaid expenses | 2,420 | (21,596) |
Inventory | 25,595 | 0 |
Restricted cash | 97,940 | 0 |
Deposits | (2) | (25,000) |
Accounts payable | (22,172) | 119,156 |
Accounts payable, related parties | 0 | 250,000 |
Accrued liabilities | (1,042) | (4,771) |
Accrued liabilities, related parties | (365,000) | 297,500 |
Net cash used in operating activities | (1,265,736) | (373,290) |
Purchase of property, plant and equipment | (450,211) | 0 |
Purchase of intangibles and other assets | 0 | (152,102) |
Net cash used in investing activities | (450,211) | (152,102) |
Payments on equipment loan | (45,413) | (50,016) |
Payments on capital leases | (9,862) | (12,158) |
Proceeds from shareholder deposit | 0 | (1,400,000) |
Proceeds from issuance of Class B common stock | 3,123,468 | 700,000 |
Net cash provided by (used in) financing activities | 3,068,193 | (762,174) |
Net increase (decrease) in cash | 1,352,246 | (1,287,566) |
Cash at beginning of period | 814,621 | 1,608,094 |
Cash at end of period | 2,166,867 | 320,528 |
Supplemental cash flow information | ||
Cash paid for interest | 4,452 | 585 |
Cash paid for income taxes | $ 0 | $ 1,600 |
FORMATION, CORPORATE CHANGES, A
FORMATION, CORPORATE CHANGES, AND MATERIAL MERGERS AND ACQUISITIONS | 3 Months Ended |
Jun. 30, 2018 | |
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 shares of common stock of Online Yearbook (the “Shares”), or 69.06% of the issued and outstanding shares of common stock, pursuant to stock purchase agreements with Messrs. El Maraana and Salah Blal. The Shares were acquired for an aggregate purchase price of $357,670. The Purchaser was the source of the funds used to acquire the Shares. In connection with Online Yearbook’s receipt of approval from the Financial Industry Regulatory Authority (“FINRA”), effective December 8, 2014, Online Yearbook amended its Articles of Incorporation to change its name from “Online Yearbook” to “RMR Industrials, Inc.” RMR Industrials, Inc. (the “Company” or “RMRI”) is dedicated to operating industrial assets in the United States which include minerals, materials, and services. Our vision is to become a key provider of industrial materials and services in the Rocky Mountain region. We have a strategy to own operate, develop, acquire and vertically integrate complementary industrial businesses. 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. For financial reporting purposes, the Merger represented a “reverse merger” rather than a business combination and RMR IP was deemed to be the accounting acquirer in the transaction. Consequently, the assets and liabilities and the historical operations that will be reflected in the Company’s financial statements post-Merger are those of RMR IP. The Company’s assets, liabilities and results of operations have been consolidated with the assets, liabilities and results of operations of RMR IP after consummation of the Merger, and the historical financial statements of the Company before the Merger were replaced with the historical financial statements of RMR IP before the Merger in all post-Merger filings with the SEC. On July 28, 2016, we formed RMR Aggregates, Inc., a Colorado corporation (“RMR Aggregates”), as our wholly-owned subsidiary. RMR Aggregates was formed to hold assets whose primary focus is the mining and processing of industrial minerals for the manufacturing, construction, and agriculture sectors. These minerals include limestone, aggregates, marble, silica, barite, and sand. On October 12, 2016, RMR Aggregates acquired substantially all of the assets from CalX Minerals, LLC, a Colorado limited liability company (“CalX”) through an Asset Purchase Agreement. Pursuant to the terms of the Asset Purchase Agreement, RMR Aggregates agreed to purchase, and CalX agreed to sell, substantially all of the assets associated with the 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. On January 3, 2017, we amended the Articles of Incorporation of RMR IP, Inc. to rename the corporation to RMR Logistics, Inc. (“RMR Logistics”). RMR Logistics operates as a wholly-owned subsidiary of the Company to provide transportation and logistics services. During January 2018, the Company formed Rail Land Company, LLC (“Rail Land Company”) as a wholly-owned subsidiary to acquire and develop a rail terminal and services facility (“Rail Park”). Rail Land Company purchased a 470-acre parcel of real property located in Bennett, Colorado on February 1, 2018. The acreage is in the process of being entitled and rezoned for the development of the Rail Park. Basis of Presentation and Consolidation The accompanying unaudited consolidated financial statements for the period ended June 30, 2018 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information in accordance with Securities and Exchange Commission (SEC) Regulation S-X rule 8-03. The unaudited consolidated financial statements include the financial condition and results of operations of our wholly-owned subsidiary, RMR Logistics Inc. and Rail Land Company, LLC as well as our majority-owned subsidiary RMR Aggregates, where intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the unaudited consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of June 30, 2018 and the results of operations and cash flows for the periods then ended. The financial data and other information disclosed in these notes to the interim consolidated financial statements related to the period are unaudited. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Jun. 30, 2018 | |
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. 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 Performance obligations are contractual promises to transfer or provide a distinct good or service for a stated price. The Company’s product sales agreements are single-performance obligations that are satisfied at a point in time. Revenue from product sales are recognized when control of the promised good is transferred to the customer, and the performance obligation is met, typically when the product is shipped. Revenue includes product sales of limestone, aggregate materials and other transportation charges to customers, net of discounts, allowances or taxes, as applicable. Cost of Goods Sold Cost of goods sold is comprised of both fixed and variable costs, including materials and supplies, labor, delivery, repairs and maintenance, utilities and other overhead costs associated with our product sales. 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 The Company considers all highly liquid securities with original maturities of three months or less at the date of purchase to be cash equivalents. As of June 30, 2018, the Company had cash of $2,166,867 and no cash equivalents. The Company may occasionally maintain cash balances in excess of amounts insured by the Federal Deposit Insurance Corporation (“FDIC”). The amounts are held with major financial institutions and are monitored by management to mitigate credit risk. Inventory Inventory, which primarily represents finished goods, packaging and fuel are valued at the lower of cost (average) or market. Total gross inventories at June 30, 2018 were $28,695. Other noncurrent assets Other noncurrent assets consist of two security deposits in connection with our office leases in Denver and Los Angeles. Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. Factors considered include: • Significant changes in the operational performance or manner of use of acquired assets or the strategy for our overall business, • Significant negative market conditions or economic trends, and • Significant technological changes or legal factors which may render the asset obsolete. The Company evaluated long-lived assets based upon an estimate of future undiscounted cash flows. Recoverability of these assets is measured by comparing the carrying value to the future net undiscounted cash flows expected to be generated by the asset. An impairment loss is recognized when the carrying value exceeds the undiscounted future cash flows estimated to result from the use and eventual disposition of the asset. Future net undiscounted cash flows include estimates of future revenues and expenses which are based on projected growth rates. The Company continually uses judgment when applying these impairment rules to determine the timing of the impairment tests, the undiscounted cash flows used to assess impairments and the fair value of a potentially impaired asset. Fair Value 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 Accounting for Asset Retirement Obligations and Accrued Reclamation Liability The Company provides for obligations associated with the retirement of long-lived assets and the associated asset retirement costs. The fair value of a liability for an asset retirement obligation is recognized in the period in which it is identified, if a reasonable estimate of fair value can be made. The associated fair value of asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. Costs are estimated in current dollars, inflated until the expected time of payment, using an inflation rate of 2.15%, and then discounted back to present value using a credit-adjusted rate of reflect the Company’s credit rating. Net Loss per Common Share Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period, without consideration for the potentially dilutive effects of converting stock options or restricted stock purchase rights outstanding. Diluted net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period and the potential dilutive effects of stock options or restricted stock purchase rights outstanding during the period determined using the treasury stock method. There are no such anti-dilutive common share equivalents outstanding as June 30, 2018 which were excluded from the calculation of diluted loss per common share. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires, among other things, that deferred income taxes be provided for temporary differences between the tax bases of the Company's assets and liabilities and their financial statement reported amounts. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A valuation allowance is recorded by the Company when it is more likely than not that some portion or all of a deferred tax asset will not be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, and ongoing prudent and feasible tax planning strategies in assessing the amount of the valuation allowance. When the Company establishes or reduces the valuation allowance against its deferred tax assets, its provision for income taxes will increase or decrease, respectively, in the period such determination is made. Additionally, the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefit recognized in the financial statements for a particular tax position is based on the largest benefit that is more likely than not to be realized upon settlement. Accordingly, the Company establishes reserves for uncertain tax positions. The Company has not recognized interest or penalties in its statement of operations and comprehensive loss since inception. Recent Accounting Pronouncements In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business, which narrows the definition of a business. This ASU provides a screen to determine whether a group of assets constitute a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated as acquisitions. If the screen is not met, this ASU (1) requires that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create an output and (2) removes the evaluation of whether a market participant could replace missing elements. Although outputs are not required for a set to be a business, outputs generally are a key element of a business; therefore, the FASB has developed more stringent criteria for sets without outputs. The ASU is effective for public companies for annual periods beginning after December 15, 2017. The adoption of this ASU is not expected to have a material impact on the consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases , which will result in lessees recognizing most leases on the balance sheet. Lessees are required to disclose more quantitative and qualitative information about their leases than current U.S. GAAP requires. The ASU is effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. We are beginning to compile all operating and capital leases to assess the impact of adopting this standard. Management believes recently issued accounting pronouncements will have no impact on the financial statements of the Company. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 3 Months Ended |
Jun. 30, 2018 | |
Accounts Receivable, Net [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | NOTE C – ACCOUNTS RECEIVABLE Accounts Receivable at June 30, 2018 was $105,974 compared to $79,630 at The increase is due to an increase in production and product demand. No allowance is recorded, as all items are current. |
INVENTORY
INVENTORY | 3 Months Ended |
Jun. 30, 2018 | |
Inventory, Net [Abstract] | |
Inventory Disclosure [Text Block] | NOTE D – INVENTORY Inventory, which primarily represents finished goods, packaging and fuel are valued at the lower of cost (average) or net realizable value. June 30, 2018 March 31, 2018 Blasted Rock $ 20,162 $ 37,157 Finished Goods 2,048 3,180 Packaging 4,895 9,614 Propane and Fuel 1,590 4,339 Total $ 28,695 $ 54,290 |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Jun. 30, 2018 | |
Going Concern [Abstract] | |
Going Concern [Text Block] | NOTE E – GOING CONCERN The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other current assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. 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 three months ended June 30, 2018 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. 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. |
NOTE PAYABLE
NOTE PAYABLE | 3 Months Ended |
Jun. 30, 2018 | |
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% promissory note in an aggregate principal amount of $2,250,000 (the “Note”). The Note has a maturity date of October 3, 2018, and accrues interest at a rate of 10% per annum. Under the terms of the Note Purchase Agreement, RMR Aggregates also agreed to issue 20,000 shares of common stock of RMR Aggregates (the “RMRA Shares”) to CVA, which represents 20% of RMR Aggregates’ total issued and outstanding common stock. CVA shall have the right, at any time, to convert the RMRA Shares into shares of Class B common stock of the Company, at a ratio of 1 share of RMRA Shares being converted into 7.5 shares of the Company’s Class B common stock. RMR Aggregates will also have the right, at any time after October 3, 2017 and after the Note is no longer outstanding, to call the RMRA Shares in exchange for shares of Class B common stock of the Company using the same ratio; provided, however, that the amount of RMRA Shares that may be called in exchange for shares of the Company’s Class B common stock shall be limited to the extent necessary to ensure that, following such exercise, CVA and its affiliates will not beneficially own in excess of 4.99% of the Company’s total issued and outstanding common stock. 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 and recorded as a discount to the CVA Note. The carrying value of the CVA Note at June 30, 2018: Principal value $ 2,250,000 Accrued interest 426,148 Unamortized debt discount (197,460 ) Note payable, net $ 2,478,688 |
EQUIPMENT LOAN AND CAPITAL LEAS
EQUIPMENT LOAN AND CAPITAL LEASE PAYABLE | 3 Months Ended |
Jun. 30, 2018 | |
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 $582,709. The equipment loans require payments over 12 months at a fixed interest rate from 1.99% to 4.78%. The Company’s obligations under these contracts are collateralized by the equipment purchased. 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 18 months for mining equipment, which is included as part of property, plant and equipment. Depreciation related to capital lease assets is included in depreciation expense. Future payments on capital lease obligations are as follows: Fiscal year ended June 30: 2019 $ 40,446 2020 20,838 Total future minimum lease payments $ 61,284 |
TRANSACTIONS WITH RELATED PARTI
TRANSACTIONS WITH RELATED PARTIES | 3 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE H – TRANSACTIONS WITH RELATED PARTIES Since inception, the Company accrued $201,566 in amounts owed to related parties for services performed or reimbursement of costs on behalf of the Company. In addition, the Company has accrued $1,925,000 for unpaid officers’ compensation expense in accordance with consulting agreements with our Chief Executive Officer and President. Under the terms of each consulting agreement, each consultant shall serve as an executive officer to the Company and receive monthly compensation of $35,000. The consulting agreements may be terminated by either party for breach or upon thirty days prior written notice. |
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT | 3 Months Ended |
Jun. 30, 2018 | |
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 shares of preferred stock for issuance. At June 30, 2018, no preferred stock was issued and outstanding. Common Stock The Company has authorized 2,100,000,000 shares of common stock for issuance, including 2,000,000,000 shares of Class A Common Stock, 100,000,000 shares of Class B Common Stock. At June 30, 2018, the Company had 35,785,858 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 three months ended June 30, 2018, accredited investors exercised warrants to purchase 209,040 shares of Class B Common Stock at exercise prices of $14.00-$17.00 for which the Company received $3,123,681 in gross proceeds. |
SELLING GENERAL AND ADMINISTRAT
SELLING GENERAL AND ADMINISTRATIVE COSTS | 3 Months Ended |
Jun. 30, 2018 | |
Selling, General and Administrative Expense [Abstract] | |
Selling General And Administrative Costs Disclosure [Text Block] | NOTE J – SELLING GENERAL AND ADMINISTRATIVE COSTS Selling general and administrative costs for the three month period increased from $1,148,988 in June of 2017 to $1,411,849 in June of 2018. Increases in salaries, employee benefits and consulting fees were primarily responsible for this increase. |
INTEREST EXPENSE
INTEREST EXPENSE | 3 Months Ended |
Jun. 30, 2018 | |
Interest Expense, Debt [Abstract] | |
Interest Expense Disclosure [Text Block] | NOTE K – INTEREST EXPENSE The interest expense for the three months ended June 30, 2018 is the result of a note payable of $2,250,000 entered into October 3, 2016. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE L – SUBSEQUENT EVENTS In July 2018, Rail Land Company exercised an option to purchase a 150 acre parcel of real property located in Bennett, Colorado. Rail Land Company completed the purchase of the land parcel on July 20, 2018. The acreage is being included in the entitlement and rezoning process for the development of the Rail Park. In July 2018, Rail Land Company entered into a Right of Way Agreement with a midstream Oil & Gas Company, granting a non-exclusive easement and right of way to construct and operate natural gas and oil pipelines under the Rail Park property. Subsequent to June 30, 2018, purchase 114,705 shares of the Company’s Class B common stock at an exercise price of $10.00-$17.00. During the same period, RMR Aggregates entered into a subscription agreement with an accredited investor to issue and sell RMR Aggregates common stock. The Company used proceeds from the sale and available cash for the repayment of outstanding indebtedness. On October 3, 2018, RMR Aggregates used proceeds from the sale of common stock and available cash for the repayment of CVA’s Note principal outstanding balance. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
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 Performance obligations are contractual promises to transfer or provide a distinct good or service for a stated price. The Company’s product sales agreements are single-performance obligations that are satisfied at a point in time. Revenue from product sales are recognized when control of the promised good is transferred to the customer, and the performance obligation is met, typically when the product is shipped. Revenue includes product sales of limestone, aggregate materials and other transportation charges to customers, net of discounts, allowances or taxes, as applicable. |
Cost of Sales, Policy [Policy Text Block] | Cost of Goods Sold Cost of goods sold is comprised of both fixed and variable costs, including materials and supplies, labor, delivery, repairs and maintenance, utilities and other overhead costs associated with our product sales. |
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 June 30, 2018, the Company had cash of $2,166,867 and no cash equivalents. The Company may occasionally maintain cash balances in excess of amounts insured by the Federal Deposit Insurance Corporation (“FDIC”). The amounts are held with major financial institutions and are monitored by management to mitigate credit risk. |
Inventory, Policy [Policy Text Block] | Inventory Inventory, which primarily represents finished goods, packaging and fuel are valued at the lower of cost (average) or market. Total gross inventories at June 30, 2018 were $28,695. |
Other noncurrent assets [Policy Text Block] | Other noncurrent assets Other noncurrent assets consist of two security deposits in connection with our office leases in Denver and Los Angeles. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. Factors considered include: • Significant changes in the operational performance or manner of use of acquired assets or the strategy for our overall business, • Significant negative market conditions or economic trends, and • Significant technological changes or legal factors which may render the asset obsolete. The Company evaluated long-lived assets based upon an estimate of future undiscounted cash flows. Recoverability of these assets is measured by comparing the carrying value to the future net undiscounted cash flows expected to be generated by the asset. An impairment loss is recognized when the carrying value exceeds the undiscounted future cash flows estimated to result from the use and eventual disposition of the asset. Future net undiscounted cash flows include estimates of future revenues and expenses which are based on projected growth rates. The Company continually uses judgment when applying these impairment rules to determine the timing of the impairment tests, the undiscounted cash flows used to assess impairments and the fair value of a potentially impaired asset. |
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 |
Asset Retirement Obligations and Accrued Reclamation Liability [Policy Text Block] | Accounting for Asset Retirement Obligations and Accrued Reclamation Liability The Company provides for obligations associated with the retirement of long-lived assets and the associated asset retirement costs. The fair value of a liability for an asset retirement obligation is recognized in the period in which it is identified, if a reasonable estimate of fair value can be made. The associated fair value of asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. Costs are estimated in current dollars, inflated until the expected time of payment, using an inflation rate of 2.15%, and then discounted back to present value using a credit-adjusted rate of reflect the Company’s credit rating. |
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 June 30, 2018 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 In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business, which narrows the definition of a business. This ASU provides a screen to determine whether a group of assets constitute a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated as acquisitions. If the screen is not met, this ASU (1) requires that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create an output and (2) removes the evaluation of whether a market participant could replace missing elements. Although outputs are not required for a set to be a business, outputs generally are a key element of a business; therefore, the FASB has developed more stringent criteria for sets without outputs. The ASU is effective for public companies for annual periods beginning after December 15, 2017. The adoption of this ASU is not expected to have a material impact on the consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases , which will result in lessees recognizing most leases on the balance sheet. Lessees are required to disclose more quantitative and qualitative information about their leases than current U.S. GAAP requires. The ASU is effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. We are beginning to compile all operating and capital leases to assess the impact of adopting this standard. Management believes recently issued accounting pronouncements will have no impact on the financial statements of the Company. |
INVENTORY (Tables)
INVENTORY (Tables) | 3 Months Ended |
Jun. 30, 2018 | |
Inventory, Net [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventory, which primarily represents finished goods, packaging and fuel are valued at the lower of cost (average) or net realizable value. June 30, 2018 March 31, 2018 Blasted Rock $ 20,162 $ 37,157 Finished Goods 2,048 3,180 Packaging 4,895 9,614 Propane and Fuel 1,590 4,339 Total $ 28,695 $ 54,290 |
NOTE PAYABLE (Tables)
NOTE PAYABLE (Tables) | 3 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | The conversion feature in the Note Purchase Agreement was valued at $769,000 and recorded as a discount to the CVA Note. The carrying value of the CVA Note at June 30, 2018: Principal value $ 2,250,000 Accrued interest 426,148 Unamortized debt discount (197,460 ) Note payable, net $ 2,478,688 |
EQUIPMENT LOAN AND CAPITAL LE_2
EQUIPMENT LOAN AND CAPITAL LEASE PAYABLE (Tables) | 3 Months Ended |
Jun. 30, 2018 | |
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 June 30: 2019 $ 40,446 2020 20,838 Total future minimum lease payments $ 61,284 |
FORMATION, CORPORATE CHANGES AN
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 ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2017 | Mar. 31, 2017 |
Cash | $ 2,166,867 | $ 814,621 | $ 320,528 | $ 1,608,094 |
Inventory, Net | $ 28,695 | $ 54,290 | ||
Inflation Rate | 2.15% |
ACCOUNTS RECEIVABLE (Details Te
ACCOUNTS RECEIVABLE (Details Textual) - USD ($) | Jun. 30, 2018 | Mar. 31, 2018 |
Accounts Receivable, Net, Current | $ 105,974 | $ 79,630 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) | Jun. 30, 2018 | Mar. 31, 2018 |
Blasted Rock | $ 20,162 | $ 37,157 |
Finished Goods | 2,048 | 3,180 |
Packaging | 4,895 | 9,614 |
Propane and Fuel | 1,590 | 4,339 |
Total | $ 28,695 | $ 54,290 |
NOTE PAYABLE (Details)
NOTE PAYABLE (Details) - USD ($) | Jun. 30, 2018 | Mar. 31, 2018 | Oct. 03, 2016 |
Principal value | $ 2,250,000 | ||
Note payable, net | $ 2,478,688 | $ 2,247,213 | |
Central Valley Administrators Inc [Member] | Promissory Note [Member] | |||
Principal value | 2,250,000 | $ 2,250,000 | |
Accrued interest | 426,148 | ||
Unamortized debt discount | (197,460) | ||
Note payable, net | $ 2,478,688 |
NOTE PAYABLE (Details Textual)
NOTE PAYABLE (Details Textual) | Oct. 03, 2016USD ($)shares | Jun. 30, 2018USD ($) |
Debt Instrument, Face Amount | $ 2,250,000 | |
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 LE_3
EQUIPMENT LOAN AND CAPITAL LEASE PAYABLE (Details) | Jun. 30, 2018USD ($) |
2,019 | $ 40,446 |
2,020 | 20,838 |
Total future minimum lease payments | $ 61,284 |
EQUIPMENT LOAN AND CAPITAL LE_4
EQUIPMENT LOAN AND CAPITAL LEASE PAYABLE (Details Textual) | 3 Months Ended |
Jun. 30, 2018USD ($) | |
Maximum [Member] | Equipmemnt Loan [Member] | |
Debt Instrument, Term | 12 months |
Debt Instrument, Interest Rate, Stated Percentage | 4.78% |
Minimum [Member] | Equipmemnt Loan [Member] | |
Debt Instrument, Interest Rate, Stated Percentage | 1.99% |
Equipment [Member] | |
Capital Leased Assets, Gross | $ 582,709 |
Capital Lease Agreement [Member] | |
Capital Lease Remaining Term | 18 months |
TRANSACTIONS WITH RELATED PAR_2
TRANSACTIONS WITH RELATED PARTIES (Details Textual) | 3 Months Ended |
Jun. 30, 2018USD ($) | |
Related Party Transaction [Line Items] | |
Accrued Liabilities | $ 201,566 |
Industrial Management LLC [Member] | |
Related Party Transaction [Line Items] | |
Management Fee, Description | annual cash management fee in an amount equal to the greater of 2% of the Company’s annual gross revenues or $1,000,000 |
Officer [Member] | |
Related Party Transaction [Line Items] | |
Officers' Compensation | $ 35,000 |
Chief Executive Officer [Member] | |
Related Party Transaction [Line Items] | |
Accrued Salaries, Current | $ 1,925,000 |
SHAREHOLDERS' DEFICIT (Details
SHAREHOLDERS' DEFICIT (Details Textual) - USD ($) | 3 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Mar. 31, 2018 | |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | |
Proceeds from Issuance of Common Stock | $ 3,123,468 | $ 700,000 | |
Minimum [Member] | |||
Sale of Stock, Price Per Share | $ 14 | ||
Maximum [Member] | |||
Sale of Stock, Price Per Share | $ 17 | ||
Common Stock [Member] | |||
Preferred Stock, Shares Authorized | 2,100,000,000 | ||
Proceeds from Issuance of Common Stock | $ 3,123,681 | ||
Sale of Stock, Number of Shares Issued in Transaction | 209,040 | ||
Common Class A [Member] | |||
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 | |
Common Stock, Shares, Issued | 35,785,858 | 35,785,858 | |
Common Stock, Shares, Outstanding | 35,785,858 | 35,785,858 | |
Common Class B [Member] | |||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | |
Common Stock, Shares, Issued | 3,223,007 | 2,868,967 | |
Common Stock, Shares, Outstanding | 2,913,007 | 2,703,967 |
SELLING GENERAL AND ADMINISTR_2
SELLING GENERAL AND ADMINISTRATIVE COSTS (Details Textual) - USD ($) | 3 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Selling, General and Administrative Expense | $ 1,411,849 | $ 1,148,988 |
INTEREST EXPENSE (Details Textu
INTEREST EXPENSE (Details Textual) | Oct. 03, 2016USD ($) |
Debt Instrument, Face Amount | $ 2,250,000 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - Subsequent Event [Member] | Jul. 31, 2018a$ / sharesshares |
Real Property [Member] | |
Subsequent Event [Line Items] | |
Area of Land | a | 150 |
Common Class B [Member] | |
Subsequent Event [Line Items] | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 114,705 |
Common Class B [Member] | Minimum [Member] | |
Subsequent Event [Line Items] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10 |
Common Class B [Member] | Maximum [Member] | |
Subsequent Event [Line Items] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 17 |