Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 24, 2024 | |
Document Information Line Items | ||
Entity Registrant Name | ROYALTY MANAGEMENT HOLDING CORPORATION | |
Entity Central Index Key | 0001843656 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Mar. 31, 2024 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Entity Ex Transition Period | true | |
Entity Common Stock Shares Outstanding | 14,964,095 | |
Entity File Number | 001-40233 | |
Entity Incorporation State Country Code | DE | |
Entity Tax Identification Number | 86-1599759 | |
Entity Address Address Line 1 | 12115 Visionary Way | |
Entity Address Address Line 2 | Unit 174 | |
Entity Address City Or Town | Fishers | |
Entity Address State Or Province | IN | |
Entity Address Postal Zip Code | 46038 | |
City Area Code | 317 | |
Local Phone Number | 855-9926 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Common Stocks [Member] | ||
Document Information Line Items | ||
Security 12b Title | Common stock par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Trading Symbol | RMCO | |
Redeemable Warrants [Member] | ||
Document Information Line Items | ||
Security 12b Title | Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share | |
Security Exchange Name | NASDAQ | |
Trading Symbol | RMCOW |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
CURRENT ASSETS | ||
Cash | $ 124,823 | $ 195,486 |
Accounts Receivable | 137,583 | 70,323 |
Prepaid Insurance | 30,159 | 0 |
Interest Receivable | 439,763 | 404,548 |
Fee Income Receivable | 195,357 | 176,777 |
Total Current Assets | 927,685 | 847,134 |
Investments in Corporations and LLCs | 10,112,852 | 10,112,852 |
Convertible Notes Receivable | 1,415,000 | 1,400,000 |
Notes Receivable | 120,000 | 100,000 |
Intangible Assets, Net | 501,453 | 520,259 |
Restricted Cash | 186,825 | 176,800 |
Operating Lease Right-Of-Use Assets | 445,335 | 453,686 |
Total Non-Current Assets | 12,781,465 | 12,763,597 |
TOTAL ASSETS | 13,709,149 | 13,610,731 |
CURRENT LIABILITIES | ||
Accounts Payable - Related Party | 381,243 | 381,243 |
Accounts Payable | 94,752 | 96,071 |
Current Portion of Operating Lease Liabilities, Net | 34,777 | 33,923 |
Current Portion of Notes Payable | 489,000 | 0 |
Accrued Expenses | 357,146 | 834,267 |
Total Current Liabilities | 1,356,918 | 1,345,504 |
Notes Payable - Related Party, Net | 0 | 1,681,755 |
Operating Lease Liabilities, Net | 409,641 | 418,662 |
Notes Payable | 1,723,755 | 270,000 |
Fair Value Liability of Public Warrants | 113,465 | 157,584 |
Fair Value Liability of Private Warrants | 0 | 117,036 |
Total Long-Term Liabilities | 2,246,861 | 2,645,037 |
TOTAL LIABILITIES | 3,603,779 | 3,990,541 |
STOCKHOLDERS' EQUITY | ||
Preferred Stock: $0.0001 par value; 10,000,000 shares authorized, 0 shares issued and outstanding for March 31, 2024 and December 31, 2023 | 0 | 0 |
Common Stock: $0.0001 par value; 100,000,000 shares authorized, 14,504,095 and 14,270,761 shares issued and outstanding for March 31, 2024 and December 31, 2023, respectively | 1,450 | 1,427 |
Additional Paid-In Capital | 8,576,249 | 8,226,273 |
Retained Earnings | 1,527,670 | 1,392,490 |
Total Stockholders' Equity | 10,105,369 | 9,620,190 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 13,709,149 | $ 13,610,731 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares Issued | 14,504,095 | 14,270,761 |
Common Stock, Shares Outstanding | 14,504,095 | 14,270,761 |
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) | ||
Environmental Services | $ 136,020 | $ 35,100 |
Fee Income | 3,580 | 9,692 |
Rental Income | 22,500 | 22,500 |
TOTAL REVENUE | 162,100 | 67,292 |
Cost of Revenue | (67,660) | (60,001) |
Total Cost of Revenue | (67,660) | (60,001) |
GROSS PROFIT | 94,440 | 7,291 |
Amortization Expense Intangibles | 18,807 | 18,807 |
General and Administrative | (73,144) | (99,346) |
Professional Fees | (5,694) | (43,556) |
Total Operating Expenses | (97,645) | (161,709) |
NET LOSS FROM OPERATIONS | (3,205) | (154,418) |
OTHER INCOME AND EXPENSE | ||
Interest Income | 35,377 | 100,673 |
Gain on Warrant Fair Value Adjustment | 161,155 | 0 |
Interest Expense | (58,147) | (220,601) |
Total Other Income Expense | 138,385 | (119,928) |
NET INCOME (LOSS) | $ 135,180 | $ (274,345) |
Weighted average shares outstanding, basic and diluted | 14,402,263 | 726,938 |
Basic and diluted net income per ordinary share | $ 0.01 | $ (0.38) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (UNAUDITED) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Retained Earnings |
Balance, shares at Dec. 31, 2022 | 9,616,781 | |||
Balance, amount at Dec. 31, 2022 | $ 4,217,641 | $ 69,176 | $ 688,753 | $ 3,459,712 |
Shares issued for services, shares | 770 | |||
Shares issued for services, amount | 5,000 | $ 8 | 4,992 | |
Net Income/(Loss) | (274,345) | (274,345) | ||
Balance, shares at Mar. 31, 2023 | 9,617,551 | |||
Balance, amount at Mar. 31, 2023 | 3,948,296 | $ 69,184 | 693,746 | 3,185,367 |
Balance, shares at Dec. 31, 2023 | 14,270,761 | |||
Balance, amount at Dec. 31, 2023 | 9,620,190 | $ 1,427 | 8,226,273 | 1,392,490 |
Net Income/(Loss) | 135,180 | 135,180 | ||
Shares issued for purchase of debt, shares | 233,334 | |||
Shares issued for purchase of debt, amount | 350,000 | $ 23 | 349,977 | |
Balance, shares at Mar. 31, 2024 | 14,504,095 | |||
Balance, amount at Mar. 31, 2024 | $ 10,105,369 | $ 1,450 | $ 8,576,250 | $ 1,527,670 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from Operating Activities: | ||
Net Income (Loss) | $ 135,180 | $ (710,809) |
Adjustments to Reconcile Net Income (Loss) to Net Cash Used in Operations | ||
Amortization of Debt Discount | 0 | 115,445 |
Amortization Expense of Right of Use Assets | (184) | (1,814) |
Amortization of Intangibles | 75,227 | 18,807 |
Issuance of Common Shares for Service | 0 | 5,000 |
Fair Value Adjustment of Public Warrants | (44,119) | 47,214 |
Fair Value Adjustment of Private Warrants | (117,036) | 27,308 |
Changes in Operating Assets and Liabilities: | ||
Accounts Receivable | (67,260) | 39,470 |
Prepaid Insurance | (30,159) | 100,049 |
Deposits | 0 | (37,461) |
Interest Receivable | (35,215) | (102,378) |
Fee Income Receivable | (18,580) | (69,692) |
Accounts Payable - Related Party | 0 | 164,947 |
Accounts Payable | (1,319) | 127,946 |
Accrued Expenses | (477,122) | 47,774 |
Net Cash Used in Operating Activities | (580,218) | (228,195) |
Cash Flows from Investing Activities | ||
Withdrawal of Cash in Trust Account | 0 | 2,152,346 |
Withdrawal from Corporations and LLCs | 0 | 3,096 |
Investments in Convertible Notes Receivable | (15,000) | (100,000) |
Investments in Notes Receivable | (20,000) | (100,000) |
Purchases of Intangible Assets | 56,420 | 145,000 |
Investments in Intangible Assets | (56,420) | (145,000) |
Net Cash Provided by (Used in) Investing Activities | (91,420) | 2,100,442 |
Cash Flows from Financing Activities: | ||
Return of Investment Trust Proceeds, Net Underwriting Fees Paid | 0 | (2,188,640) |
Shares Issued in Purchase of Debt | 350,000 | 0 |
Payment on Notes Payble | 0 | (6,000) |
Proceeds from Notes Payable | 261,000 | 0 |
Net Cash Provided (Used in) Financing Activities | 611,000 | (2,194,640) |
Net Change in Cash | (60,639) | (322,393) |
Cash - Beginning of Period | 372,286 | 687,166 |
Cash - Ending of Period | 311,648 | 364,773 |
Supplemental Information | ||
Acquisition of Right of Use Assets for Lease Obligations | 0 | 305,380 |
Reclassification of Debt from Related to Non-Related Party | 1,681,755 | 0 |
Cash Paid for Interest | 0 | 0 |
Cash Paid for Taxes | $ 0 | $ 0 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 3 Months Ended |
Mar. 31, 2024 | |
NATURE OF OPERATIONS | |
NATURE OF OPERATIONS | NOTE 1: NATURE OF OPERATIONS American Acquisition Opportunity Inc was a blank check company organized on January 20, 2021 under the laws of the State of Delaware and effectuated its combination with Royalty Management Corporation (“RMC”) on October 23, 2023 and at that point changed its name to Royalty Management Holding Corporation (“RMHC” or the “Company”). The Company’s business model is to invest or purchase assets that have near and medium-term income potential to provide RMC with accretive cash flow from which it can reinvest in new assets or expand cash flow from those existing assets. These assets typically are natural resources assets (including real estate and mining permits), patents, intellectual property, and emerging technologies. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements of RMHC and its subsidiaries have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all normal and recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2024, are not necessarily indicative of the results that may be expected for the year ended December 31, 2024. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2023. The Company’s financial statements subsidiaries include the accounts of the Company and the merged corporation RMC, and RMC’s wholly owned subsidiaries Coking Coal Financing LLC (“CCF”), and RMC Environmental Services LLC “RMC ES”) All significant intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Net Income Per Share The Company complies with accounting and disclosure requirements of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, “Earnings Per Share.” Earnings per share is computed by dividing net income by the weighted average number of common stock outstanding during the period, excluding common stock subject to forfeiture. At March 31, 2024 and 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the periods presented. Related Party Policies In accordance with ASC 850, “Related Parties” are defined as either an executive, director or nominee, greater than 10% beneficial owner, or an immediate family member of any of the proceeding. Transactions with related parties are reviewed and approved by the directors of the Company, as per internal policies. Cash Equivalents and Concentration of Cash Balance The Company considers all highly liquid securities with an original maturity of less than three months to be cash equivalents. The Company’s cash and cash equivalents in bank deposit accounts, at times, may exceed federally insured limit of $250,000. As of March 31, 2024 and December 31, 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Restricted Cash RMC has $186,825 in restricted cash that is at deposit with the Kentucky State Treasurer that serves as a performance bond required for a mining permit held by McCoy Elkhorn Coal LLC. The following table sets forth a reconciliation of cash and restricted cash reported in the consolidated balance sheet that agrees to the total of those amounts as presented in the consolidated statement of cash flows for the periods ended March 31, 2024 and 2023. March 31, December 31, 2024 2023 Cash $ 124,823 $ 195,486 Restricted Cash 186,825 176,800 Total cash and restricted cash presented in the statement of cash flows $ 311,648 $ 372,286 Allowance for Credit Losses In June 2016, FASB issued guidance ASC 326, “Credit Losses” which significantly changed how entities will measure credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. The most significant change in this standard is a shift from the incurred loss model to the expected loss model. Under the standard, disclosures are required to provide users of the financial statements with useful information in analyzing an entity’s exposure to credit risk and the measurement of credit losses. Financial assets held by the Company that are subject to the guidance in ASC 326 were trade accounts receivable and other accounts receivable, including interest, fees, convertible notes, and notes receivable. Allowance for credit losses as of March 31, 2024 and December 31, 2023 amounted to $0 for both periods. Beneficial Conversion Features of Convertible Securities Conversion options that are not bifurcated as a derivative pursuant to ASC 815, “Derivatives and Hedging” and not accounted for as a separate equity component under the cash conversion guidance are evaluated to determine whether they are beneficial to the investor at inception (a beneficial conversion feature) or may become beneficial in the future due to potential adjustments. The beneficial conversion feature guidance in ASC 470-20, “Debt with Conversion and Other Options” applies to convertible stock as well as convertible debt which are outside the scope of ASC 815. A beneficial conversion feature is defined as a nondetachable conversion feature that is in the money at the commitment date. In addition, our convertible debt issuances contain conversion terms that may change upon the occurrence of a future event, such as antidilution adjustment provisions. The beneficial conversion feature guidance requires recognition of the conversion option’s in-the-money portion, the intrinsic value of the option, in equity, with an offsetting reduction to the carrying amount of the instrument. The resulting discount is amortized as a dividend over either the life of the instrument, if a stated maturity date exists, or to the earliest conversion date, if there is no stated maturity date. If the earliest conversion date is immediately upon issuance, the dividend must be recognized at inception. When there is a subsequent change to the conversion ratio based on a future occurrence, the new conversion price may trigger the recognition of an additional beneficial conversion feature on occurrence. The conversion feature is linked to the Company’s own equity value, therefore there is no requirement to quantify the beneficial conversion feature. All convertible notes outstanding were converted at the date of business combination. Principal and accrued interest were converted into common shares at $6.50 per share. Convertible Note Amortization Amortization expense of $0 and $105,156, which was included in interest expense of $58,147 and $220,601 for the periods ended March 31, 2024 and 2023, respectively. Revenue Recognition The Company recognizes revenue in accordance with ASC 606 from services provided when (a) persuasive evidence that an agreement exists; (b) the products or services has been delivered or completed; (c) the prices are fixed and determinable and not subject to refund or adjustment; and (d) collection of the amounts due is reasonably assured. Our revenue is comprised of the performance of environmental services and royalty and lease revenue governed by the underlying contracts. The Company only has one reportable revenue segment. As of March 31, 2024, all the revenue generating activity is undertaken in eastern Kentucky, Indiana, and Limpopo, South Africa. The following table disaggregates our revenue by major service line for the three months ended: March 31, March 31, 2024 2023 Environmental Services $ 136,020 $ 35,100 Fee Income 3,580 9,692 Rental Income 22,500 22,500 Total Revenue 162,100 67,292 Interest Income from Interest Bearing Accounts 162 1,391 Notes Receivable Interest Income 35,215 99,283 Interest Income 35,377 100,673 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, "Derivatives and Hedging". For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. Income Taxes The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes The Company assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, the Company’s policy is to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements. The Company has evaluated its income tax positions and has determined that it does not have any uncertain tax positions. As of the period ended March 31, 2024, the Company will recognize interest and penalties related to any uncertain tax positions through its income tax expense. The Company accounts for income taxes with the recognition of estimated income taxes payable or refundable on income tax returns for the current period and for the estimated future tax effect attributable to temporary differences and carry forwards. Measurement of deferred income items is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized in the immediate future. The Company expects to file U.S. federal and various state income tax returns. The Company was formed in 2021 and has filed all required tax returns. All tax periods since inception remain open to examination by the taxing jurisdictions to which the Company is subject. The provision for income taxes was deemed to be de minimis for the period ending March 31, 2024 and 2023. Recently Issued Accounting Pronouncements The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. In November of 2023, the FASB issued Accounting Standard Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 increases the disclosures about a public entity’s reportable segments. Under ASU 2023-07, a public entity would be required to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), a description of other segment items by reportable segment, annual disclosures about a reportable segment’s profit or loss and assets required by Topic 280 in interim periods, any additional measures of a segment’s profit or loss used by the CODM to allocate resources, and the title and position of the CODM. ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. ASU 2023-07 allows for early adoption and requires retrospective adoption. The Company will adopt this guidance beginning with its fourth quarter ending December 31, 2024. The application of this new guidance is not expected to have a material impact on the Company’s consolidated financial condition, results of operations, or cash flows, as the guidance pertains to disclosure only. In December of 2023, FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). Under ASU 2023-09, a public entity will be required to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold, such as if the effect of the reconciling item is equal to or greater than five percent of the amount computed by multiplying pretax income/loss by the applicable statutory income tax rate. Entities would also have to disclose the amount of income taxes paid disaggregated by federal, state, and foreign taxes and the amount of income taxes paid disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than five percent of total income taxes paid, along with income/loss from continuing operations before income tax expense disaggregated between domestic and foreign and income tax expense from continuing operations disaggregated by federal, state, and foreign. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024. ASU 2023-09 allows for early adoption for annual financial statements that have not yet been issued and allows retrospective and prospective adoption. The Company will adopt this guidance beginning with its fourth quarter ending December 31, 2025. The application of this new guidance is not expected to have a material impact on the Company’s consolidated financial condition, results of operations, or cash flows, as the guidance pertains to disclosure only. |
INVESTMENTS IN CORPORATIONS AND
INVESTMENTS IN CORPORATIONS AND LLCS | 3 Months Ended |
Mar. 31, 2024 | |
INVESTMENTS IN CORPORATIONS AND LLCS | |
INVESTMENTS IN CORPORATIONS AND LLCS | NOTE 3 – INVESTMENTS IN CORPORATIONS AND LLCS Investments in corporations and limited liability companies as of March 31, 2024 and December 31, 2023 consisted of the following: March 31, 2024 December 31, 2023 FUB Mineral LLC $ 614,147 $ 614,147 Ferrox Holdings Ltd. 9,498,705 9,498,705 Total Investments in Corporations and LLCs $ 10,112,852 $ 10,112,852 FUB Mineral LLC On October 1, 2021, the Company made an investment into FUB Mineral LLC (FUB) in the amount of $250,000 in exchange 38.45% of the membership interest. As such, the investment in FUB will be accounted for using the equity method of accounting. On February 1, 2022, the Company invested an additional $200,000 into FUB through the purchase of debt held in that entity, resulting in the current Company’s ownership of 41.75% of FUB. The Company recorded passthrough activity of $0 and $0, for the periods ended March 31, 2024 and 2023, respectively. Ferrox Holdings Ltd. On December 23, 2022, the Company entered into an agreement with Maxpro Invest Holdings Inc. ("Maxpro") to purchase from Maxpro the sum of 95,000,000 Class A Common Stock of Ferrox Holdings Ltd. (“Ferrox”) that was owned by Maxpro. The consideration paid to Maxpro for those shares was the sum of 627,806 shares of common stock of the Company. |
CONVERTIBLE NOTES RECEIVABLE
CONVERTIBLE NOTES RECEIVABLE | 3 Months Ended |
Mar. 31, 2024 | |
CONVERTIBLE NOTES RECEIVABLE | |
CONVERTIBLE NOTES RECEIVABLE | NOTE 4 – CONVERTIBLE NOTES RECEIVABLE Convertible notes receivable as of March 31, 2024 and December 31, 2023 consisted of the following: March 31, 2024 December 31, 2023 Heart Water Inc. $ 750,000 $ 750,000 Ferrox Holdings Ltd 250,000 250,000 Advanced Magnetic Lab, Inc. 415,000 400,000 Total Convertible Notes Receivable $ 1,415,000 $ 1,400,000 Heart Water Inc. On December 2, 2022, the Company advanced $100,000 to Heart Water Inc. (HW) in exchange for an Unsecured Convertible Promissory Note issued to the Company. The Unsecured Convertible Promissory Note carries an 8.0% annual interest rate and is unsecured and has no guarantees. The HW Convertible Promissory Note converts into HW common stock at a price equal to 80% of the price per share paid by the investors in the next round of HW financing. The maturity date of the HW Convertible Promissory Notes is October 6, 2028. Concurrently, the Company and HW entered into an agreement whereby the Company has the ability to invest in certain development projects of HW in exchange for a per-gallon of water payment from the water that is captured and sold from the project. An additional $650,000 was advanced in exchange for Convertible Promissory Notes during 2023. Ferrox Holdings Ltd. In March 2022 and September 2022, the Company made a series of investments totaling $250,000 into convertible debt of Ferrox. The convertible debt holds a 7.0% annual interest rate, compounded annually, and is convertible into common stock of Ferrox at $0.15 per share. The convertible debt is unsecured and has no guarantees. As part of its investment in the convertible debt of Ferrox, the Company also received an additional 833,335 common shares of Ferrox at the time of investment. Advanced Magnetic Lab, Inc. On December 21, 2022, Advanced Magnetic Lab, Inc. (“AML”) issued a Convertible Promissory Note to the Company in the amount of $250,000. Additional Convertible Promissory Notes were subsequently issued by AML to the Company in the amount of $50,000 each on February 21, 2023, March 20, 2023, and May 5, 2023. An additional Convertible Promissory Note issued in the amount of $15,000 on March 20, 2024. The Convertible Promissory Notes carry a 10.0% annual interest rate, compounded monthly, and has the ability to convert into common stock of AML at a rate of $1.50 per share, or repaid at maturity, which is twenty-four months after issuance. The Convertible Promissory Notes are unsecured and have no guarantees. Concurrently, the Company and AML entered into a royalty agreement whereby the Company will receive between 0.5% and 1.5% of the sales revenue received from sales of product(s) developed by AML from the use of the proceeds from the Convertible Promissory Notes. |
NOTES RECEIVABLE
NOTES RECEIVABLE | 3 Months Ended |
Mar. 31, 2024 | |
NOTES RECEIVABLE | |
NOTES RECEIVABLE | NOTE 5 – NOTES RECEIVABLE Notes receivable as of March 31, 2024 and December 31, 2023 consisted of the following: March 31, 2024 December 31, 2023 American Resources Corporation Note $ 100,000 $ 100,000 T. R. Mining & Equipment Ltd. 20,000 - Total Notes Receivable $ 120,000 $ 100,000 American Resources Corporation On July 31, 2022, the Company purchased certain payments that are owed to Texas Tech University (“TTU”) from American Resources Corporation for the agreement to participate in sponsored research services performed by TTU and agreed to assume responsibility for those payments. The payments that were due to TTU amounted to $184,663 and the Company has since paid $100,000 of that amount so far on behalf of American Resources Corporation. A note payable between the Company and American Resources Corporation was created to reflect the assumption by the Company of these payments and the note pays interest of 7.0% interest . T. R. Mining & Equipment Ltd. On February 2, 2024 and February 29, 2024, the Company invested the amount of $10,000 each into T.R. Mining & Equipment Ltd. in the form of Promissory Notes and a royalty payable to the Company on all products and materials sold from the permit over the life of the permitted resource. The Promissory Notes hold a 10.0% annual interest rate, compounded monthly, and matures on December 31, 2025. The Royalty Agreement provides the Company with a perpetual royalty of 10.0% of all sales of ores that are mined and sold from the permitted resource. Amortization expense - Intangible Assets totaled $18,807 at both periods ended March 31, 2024 and 2023. Land Betterment Exchange (LBX) The Company is the holder of 250,000 LBX Tokens. The Company purchased the LBX Tokens for the consideration of $2,000,000 of Round A Convertible Debt and 76,924 Warrant “A-2” issued to an affiliated party. The token issuance process is undertaken by a related party, Land Betterment Corporation, and is predicated on proactive environmental stewardship and regulatory bond releases. As of June 30, 2022, there is no market for the LBX Token and therefore the purchase price of $8 per token has been assigned for fair value. The consideration issued for the 250,000 tokens was in the form of a $2,000,000 convertible note. Due to the lack of market or independent market level transactions, the value assigned to the LBX Token of $0 as of March 31, 2024. The intangible will be treated as an indefinite lived asset. Mining Permit Package On January 3, 2022, the Company entered into an agreement with a Kentucky licensed engineer to create three coal mining permits for the total payment of $75,000, payable in equal weekly installments over the course of 36 weeks. The permits will be held in the name of American Resources Corporation, a related party, or its subsidiaries, and the Company will receive an overriding royalty in the amount of the greater of $0.10 per ton or 0.20% of the gross sales price of the coal sold from the permit. The intangible will be amortized over its initial 10 year contract period. MC Mining On April 1, 2022, the Company purchased the rights to receive rental income from property located in Pike County, Kentucky. The rental income is $2,500 per month and the consideration paid by the Company to the seller was a total of $149,150, which represents $60,000 in cash to be paid to the seller in the form of 80% of the monthly rental income until the cash consideration is paid in full, plus the issuance of $89,150 worth of shares of the Company that will be valued at the same per common share value at the consummation of a transaction that results in the Company becoming publicly traded. The intangible will be amortized over its initial 30 year contract period. Carnegie ORR On May 20, 2022, the Company entered into an agreement to fund the development of a series of coal mines located in Pike County, Kentucky in exchange for a promissory note to repay the Company its capital invested, plus interest, and then an ongoing overriding royalty from coal sold from the mines. $117,623 has been funded by the Company under this contract thus far. The operator of the property is a related entity and is described more in Note 11. The intangible will be amortized over its initial 15 year anticipated mine life. Energy Technologies Inc On September 30, 2022, the Company entered into an agreement to purchase, for the consideration of $52,700, a partial interest in a density gauge analyzer that is manufactured by Energy Technologies, Inc. and will be repaid to the Company on a per ton of coal basis from coal sold by using the density gauge analyzer. The operator of the technology is a related entity and is described more in Note 11. The intangible will be amortized over the 5 year useful life period of the underlying equipment. Coking Coal Financing LLC On April 15, 2022, the Company entered into a membership interests purchase agreement with ENCECo, Inc., (“ENCECo”) the sole owner and member of Coking Coal Leasing LLC (“CCL”), whereby the Company issued 236,974 shares to ENCECo, Inc. for the purchase of purchase of CCL. As part of this transaction, the Company, through CCL, purchased a contract to manage the electrical power account for a coal mining complex located in Perry County, Kentucky. The fee for managing this contract payable to the Company is $5,000 per month. The intangible will be treated as an indefinite lived asset as the ongoing monthly fees will continue as long as the permits remain. RMC Environmental Services LLC On August 17, 2022, the Company formed RMC Environmental Services LLC (“RMC ES”) as a wholly owned subsidiary of the Company for the purpose of purchasing certain rights to operate a clean fill landfill located in Hamilton County, Indiana that pays RMC ES for each load of clean fill material that is disposed on, or removed from, the landfill. The consideration paid by the Company was $225,000 for the rights to operate this business. The intangible will be amortized over its initial 5 year contract period. Pollinate On July 15, 2022, the Company entered into a Honey Royalty Agreement whereby the Company will purchase apiaries for the use of Land Betterment Corporation, a related party and the Company will be paid $1.00 per pound of salable honey sold or used by Land Betterment from the purchased apiaries. The operator of Pollinate is a related entity and is described more in Note 11. The intangible will be treated as an indefinite lived asset as honey sold shall continue until the assets are exhausted. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2024 | |
INTANGIBLE ASSETS | |
INTANGIBLE ASSETS | NOTE 6 – INTANGIBLE ASSETS Intangible assets as of March 31, 2024 and December 31, 2023 consisted of the following: March 31, 2024 December 31, 2023 Mining Permit Package $ 68,739 $ 68,739 MC Mining 149,150 149,150 Carnegie ORR 117,623 117,623 Energy Technologies Inc 52,700 52,700 Coking Coal Financing LLC 8,978 8,978 RMC Environmental Services LLC 225,000 225,000 Pollinate 1,954 1,954 Less: Accumulated Amortization (122,692 ) (103,885 ) Total Intangible Assets $ 501,453 $ 520,259 |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2024 | |
LEASES | |
LEASES | NOTE 7 – LEASES The operating right-of-use asset (“ROU”) is the Company’s right to use an asset over the life of a lease. The asset is calculated as the initial amount of the lease liability, plus any lease payments made to the lessor before the lease commencement date, plus any initial direct costs incurred, minus any lease incentives received. The Company leases certain land and office space under noncancelable operating leases, typically with initial terms of 5 to 21 years. . The Company leases an office from an affiliated entity, Land Resources & Royalties (“LRR”), located in Hazard, KY. We pay $250 a month, plus common charges, in rent with an initial lease term of 10 years. The Company subleases an office from an affiliated entity, American Resources Corporation (“ARC”), located in Fishers, IN. Historically we have paid $2,143 a month in rent, but starting January 2024 that rent was lowered to $1,500 per month, with an initial lease term of 10 years. The Company leases land from an affiliated entity, LRR, located in Pike County, Kentucky. We pay $2,000 a month in rent with an initial lease term of 21 years. The Company leases land from an affiliated entity, LRR, located in Hamilton County, Indiana. We pay a minimum of $2,000 a month in rent or 20% of the immediately prior month’s total monthly gross revenues from the lessee’s operations. The initial lease term is 5 years. At March 31, 2024 and December 31, 2023, right of use assets and liabilities were comprised of the following: March 31, 2024 December 31, 2023 Assets: ROU Asset $ 445,335 $ 453,686 Liabilities Current: Operating Lease Liabilities $ 34,777 33,923 Non-Current Operating Lease Liabilities 409,641 $ 418,662 As of March 31, 2024 and 2023 right of use assets and liabilities were comprised of the following: For the Three Months Ended March 31, Expense Classification 2024 2023 Operating lease expense: Amortization of ROU asset General and administrative $ 8,351 $ 7,547 Accretion of Operating lease liability General and administrative 8,167 9,361 Total operating lease expense $ 16,518 $ 16,908 Other information related to leases is as follows: As of As of March 31, December 31, 2024 2023 Weighted-average remaining lease term: Operating leases (in years) 3.08 3.12 Weighted-average discount rate: Operating leases 10.00 % 10.00 % As of March 31, 2024, remaining maturities of lease liabilities were as follows: 2025 34,777 2026 39,941 2027 56,338 2028 23,370 2029 and thereafter 289,992 444,418 |
NOTE PAYABLE RELATED PARTY
NOTE PAYABLE RELATED PARTY | 3 Months Ended |
Mar. 31, 2024 | |
NOTE PAYABLE RELATED PARTY | |
NOTE PAYABLE - RELATED PARTY | NOTE 8 – NOTE PAYABLE – RELATED PARTY As of March 31, 2024 and December 31, 2023, the amount outstanding of non-convertible Note Payable to related parties amount to: March 31, 2024 December 31, 2023 Gross Principal Value of Note Payable – Related Party $ - $ 1,681,755 Unamortized Loan Discounts - - Total Notes Payable – Related Party, Net $ - $ 1,681,755 As of March 31, 2024 this note will no longer be required to be classified as related party, as effective the date of our business combination on October 31, 2023, the Manager of Westside Advisors LLC was no longer was an officer of the Company. |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2024 | |
NOTES PAYABLE | |
NOTE PAYABLE | NOTE 9 – NOTES PAYABLE As of March 31, 2024 and December 31, 2023, notes payable amounted to: March 31, 2024 December 31, 2023 Notes Payable – Round A – Westside Advisors $ 1,681,755 $ - Notes Payable – Round B 292,000 250,000 MC Mining Note Payable 14,000 20,000 T Sauve Note Payable 150,000 - White River Holdings Consultant Note Payable 75,000 - Total Notes Payable $ 2,212,755 $ 270,000 As of March 31, 2024, remaining maturities of notes payable were as follows: 2025 489,000 2026 1,723,755 2027 - 2028 - 2029 and thereafter - 2,212,755 Notes Payable – Round A – Westside Advisors The note payable bears a 10.0% annual interest rate, compounded calendar quarterly. Accrued interest of $9,240 and $310,507 was recorded at March 31, 2024 and December 31, 2023, respectively. The note was due two years from the date of issuance but was extended until June 30, 2026. Notes Payable – Round B These notes bear a 10% annual interest rate, compounded calendar quarterly. Accrued interest of $12,237 and $5,712 was recorded at March 31, 2024 and December 31, 2023, respectively. The notes issued under Round B are due two years from the date of issuance. Due dates range from October 2025 through March 2026. MC Mining On April 1, 2022, the Company purchased the rights to receive rental income from a related party from property located in Pike County, Kentucky. The rental income is $2,500 per month and the consideration paid by the Company to the seller was a total of $149,150, which represents $60,000 in cash to be paid to the seller in the form of 80% of the monthly rental income until the cash consideration is paid in full, plus the issuance of $89,150 worth of shares of the Company that will be valued at the same per common share value at the consummation of a transaction that results in the Company becoming publicly traded. Of the $60,000 in cash to be paid to the seller, $14,000 and $20,000 is outstanding at March 31, 2024 and December 31, 2023, respectively. There is no interest due on the unpaid portion of the monthly rental income. T Sauve Note Payable On January 1, 2024, the Company created a promissory note due to Thomas M. Sauve, CEO for 2023 salary that was previously accrued and unpaid at December 31, 2023. This note bears interest of 5.13% annual rate, compounded calendar monthly on the outstanding note amount. Accrued interest of $1,927 and $0 was recorded at March 31, 2024 and December 31, 2023, respectively. The note shall be repaid in full by January 1, 2025. White River Holdings Consultant Note Payable On January 1, 2024, the Company created a promissory note due to White River Holdings, a consultant, for 2023 fees that were previously accrued and unpaid at December 31, 2023. This note bears interest of 5.13% annual rate, compounded monthly on the outstanding note amount. Accrued interest of $963 and $0 was recorded at March 31, 2024 and December 31, 2023, respectively. The note shall be repaid in full by January 1, 2025. |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 3 Months Ended |
Mar. 31, 2024 | |
STOCKHOLDERS EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 10 – STOCKHOLDERS’ EQUITY Preferred Stock - Class A Common Stock |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2024 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 11 – RELATED PARTY TRANSACTIONS Land Resources & Royalties LLC & Wabash Enterprises LLC The Company may at times in the future lease property from Land Resources & Royalties LLC (“LRR”) and enter into various other agreements with LRR and/or its parent company, Wabash Enterprises LLC, an entity managed by Thomas Sauve and which Kirk Taylor is part beneficial owner. Furthermore, on October 31, 2023, as part of the Business Combination, Wabash Enterprises LLC and LRR became an owner of Class A Common Stock of the Company and several leases and agreements exist between LRR and the Company, for which LRR receives income. Land Betterment Corporation The Company may at times in the future enter into agreements with Land Betterment Corporation, an entity in which Kirk Taylor is a director, President and Chief Financial Officer and Thomas Sauve who is a director and Chief Development Officer. As of March 31, 2024, the Company had entered into a contractor services agreement with Land Betterment Corporation for environmental services personnel. The contract called for cost plus 12.5% margin. American Resources Corporation The Company may at times enter into agreements with American Resources Corporation and its subsidiaries, an entity in which Thomas Sauve is a director and President, and Kirk Taylor is the Chief Financial Officer. First Frontier Capital LLC The Company may at times enter into financing agreements with First Frontier Capital LLC, an entity managed and beneficially owned by Thomas Sauve, Chief Executive Officer and Chairman of the Company. On February 1, 2022, First Frontier Capital LLC invested $10,000 cash into the Company in the form of the Round A Convertible Note and 385 warrants issued under Warrant “A-7.” On October 31, 2023, as part of the Business Combination, the notes and warrants held by First Frontier Capital LLC were converted into Class A Common Stock of the Company. Administrative Services Arrangement The Company’s Sponsor agreed, commencing from the date that the Company’s securities are first listed on NASDAQ through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company agreed to pay the Sponsor $10,000 per month for these services. At the date of the business combination, the services agreement terminated. As of March 31, 2024 and December 31, 2023, $220,000 is accrued and owed under this agreement. Promissory Note — Related Party On March 22, 2021, the Sponsor agreed to loan the Company an aggregate of up to $800,000 to cover expenses related to Initial Public Offering pursuant to a promissory note (the "Note"). This loan was non-interest bearing and payable in full on or before March 22, 2022 or could be converted into equity on March 22, 2022. From inception to date, $485,900 was advanced and repaid. As of March 31, 2024 and December 31, 2023, $161,243 is outstanding for both periods. |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2024 | |
WARRANTS | |
WARRANTS | NOTE 12 – WARRANTS Upon the Company initial capitalization, private warrants were issued to its founding investors. Upon the Company’s initial public offering, public warrants were issued to the participating investors. Details of each are below. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A common stock upon exercise of a warrant unless the Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day after the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the Class A common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company uses the black Scholes option pricing model to value its warrants and options. The significant inputs are as follows: 2024 2023 Expected Dividend Yield 0.00 % 0.0 % Expected volatility 60.00 % 1.55 % Risk-Free Rate 5.15 % 4.27 % Expected life of warrants 1.25 1.72 Weighted Weighted Average Aggregate Number of Average Contractual Intrinsic Public Warrants Warrants Exercise Price Life in Years Value Granted - $ - $ - Forfeited or Expired - $ - $ - Exercised - $ - $ - Outstanding December 31, 2023 5,252,990 $ 0 2.3 $ 157,584 Exercisable (Vested) - December 31, 2023 5,252,990 $ 0 2.3 $ 157,584 Granted - $ - $ - Forfeited or Expired - Exercised - Outstanding March 31, 2024 5,252,990 $ 0 2.0 $ 113,465 Exercisable (Vested) - March 31, 2024 5,252,990 $ 0 2.0 $ 113,465 Weighted Weighted Average Aggregate Number of Average Contractual Intrinsic Private Warrants Warrants Exercise Price Life in Years Value Granted - $ - $ - Forfeited or Expired - $ - $ - Exercised - $ - $ - Outstanding December 31, 2023 3,901,201 $ 0.03 2.3 $ 117,036 Exercisable (Vested) - December 31, 2023 3,901,201 $ 0.03 2.3 $ 117,036 Granted - $ - $ - Forfeited or Expired - $ - $ - Exercised - $ - $ - Outstanding March 31, 2024 3,901,201 $ 0.03 2.0 $ 0 Exercisable (Vested) - March 31, 2024 3,901,201 $ 0.03 2.0 $ 0 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2024 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | The following tables present the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of January 1, 2023 $ 101,431 $ 110,182 $ 211,613 Change in valuation inputs or other assumptions 15,604 47,402 63,006 Fair value as of December 31, 2023 117,036 157,584 274,620 Private Placement Public Warrant Liabilities Fair value as of January 1, 2024 $ 117,036 $ 157,584 $ 274,620 Change in valuation inputs or other assumptions (117,036 ) (44,119 ) (161,155 ) Fair value as of March 31, 2024 0 113,465 113,465 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 14 – COMMITMENTS AND CONTINGENCIES In the course of normal operations, the Company is involved in various claims and litigation that management intends to defend. The range of loss, if any, from potential claims cannot be reasonably estimated. However, management believes the ultimate resolution of matters will not have a material adverse impact on the Company’s business or financial position. Right of First Refusal For a period beginning on March 21, 2021 and ending 24 months from the closing of a business combination, we have granted the Representative a right of first refusal to act as sole book runner, and/or sole placement agent, at the representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings for us or any of our successors or subsidiaries. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement of which this prospectus forms a part. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 15 – SUBSEQUENT EVENTS On April 4, 2024, the Company invested an additional $10,000 in the existing promissory note between the Company and T.R. Mining & Equipment Ltd. On April 19, 2024, the Company issued a non-convertible promissory note to Westside Advisors in the amount of $15,000. The note is due two years from the date of issuance on April 19, 2026. On April 24, 2024, 150,000 shares of restricted common stock were issued to KBB Asset Management LLC pursuant to an existing promissory note purchase and immediate conversion to shares. On April 29, 2024, 9,591 shares of common stock were purchased thus far by the Company pursuant to the stock buyback program announced on April 17, 2024. On May 7, 2024, the Company invested an additional $10,000 in the existing promissory note between the Company and T.R. Mining & Equipment Ltd. On May 13, 2024, 310,000 shares of restricted common stock were issued to KBB Asset Management LLC pursuant to an existing promissory note purchase and immediate conversion to shares. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation and Consolidation | The accompanying unaudited condensed consolidated financial statements of RMHC and its subsidiaries have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all normal and recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2024, are not necessarily indicative of the results that may be expected for the year ended December 31, 2024. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2023. The Company’s financial statements subsidiaries include the accounts of the Company and the merged corporation RMC, and RMC’s wholly owned subsidiaries Coking Coal Financing LLC (“CCF”), and RMC Environmental Services LLC “RMC ES”) All significant intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Net Income Per Share | The Company complies with accounting and disclosure requirements of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, “Earnings Per Share.” Earnings per share is computed by dividing net income by the weighted average number of common stock outstanding during the period, excluding common stock subject to forfeiture. At March 31, 2024 and 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the periods presented. |
Related Party Policies | In accordance with ASC 850, “Related Parties” are defined as either an executive, director or nominee, greater than 10% beneficial owner, or an immediate family member of any of the proceeding. Transactions with related parties are reviewed and approved by the directors of the Company, as per internal policies. |
Cash Equivalents and Concentration of Cash Balance | The Company considers all highly liquid securities with an original maturity of less than three months to be cash equivalents. The Company’s cash and cash equivalents in bank deposit accounts, at times, may exceed federally insured limit of $250,000. As of March 31, 2024 and December 31, 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. |
Restricted Cash | RMC has $186,825 in restricted cash that is at deposit with the Kentucky State Treasurer that serves as a performance bond required for a mining permit held by McCoy Elkhorn Coal LLC. The following table sets forth a reconciliation of cash and restricted cash reported in the consolidated balance sheet that agrees to the total of those amounts as presented in the consolidated statement of cash flows for the periods ended March 31, 2024 and 2023. March 31, December 31, 2024 2023 Cash $ 124,823 $ 195,486 Restricted Cash 186,825 176,800 Total cash and restricted cash presented in the statement of cash flows $ 311,648 $ 372,286 |
Allowance for Credit Losses | In June 2016, FASB issued guidance ASC 326, “Credit Losses” which significantly changed how entities will measure credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. The most significant change in this standard is a shift from the incurred loss model to the expected loss model. Under the standard, disclosures are required to provide users of the financial statements with useful information in analyzing an entity’s exposure to credit risk and the measurement of credit losses. Financial assets held by the Company that are subject to the guidance in ASC 326 were trade accounts receivable and other accounts receivable, including interest, fees, convertible notes, and notes receivable. Allowance for credit losses as of March 31, 2024 and December 31, 2023 amounted to $0 for both periods. |
Beneficial Conversion Features of Convertible Securities | Conversion options that are not bifurcated as a derivative pursuant to ASC 815, “Derivatives and Hedging” and not accounted for as a separate equity component under the cash conversion guidance are evaluated to determine whether they are beneficial to the investor at inception (a beneficial conversion feature) or may become beneficial in the future due to potential adjustments. The beneficial conversion feature guidance in ASC 470-20, “Debt with Conversion and Other Options” applies to convertible stock as well as convertible debt which are outside the scope of ASC 815. A beneficial conversion feature is defined as a nondetachable conversion feature that is in the money at the commitment date. In addition, our convertible debt issuances contain conversion terms that may change upon the occurrence of a future event, such as antidilution adjustment provisions. The beneficial conversion feature guidance requires recognition of the conversion option’s in-the-money portion, the intrinsic value of the option, in equity, with an offsetting reduction to the carrying amount of the instrument. The resulting discount is amortized as a dividend over either the life of the instrument, if a stated maturity date exists, or to the earliest conversion date, if there is no stated maturity date. If the earliest conversion date is immediately upon issuance, the dividend must be recognized at inception. When there is a subsequent change to the conversion ratio based on a future occurrence, the new conversion price may trigger the recognition of an additional beneficial conversion feature on occurrence. The conversion feature is linked to the Company’s own equity value, therefore there is no requirement to quantify the beneficial conversion feature. All convertible notes outstanding were converted at the date of business combination. Principal and accrued interest were converted into common shares at $6.50 per share. |
Convertible Note Discounts | Amortization expense of $0 and $105,156, which was included in interest expense of $58,147 and $220,601 for the periods ended March 31, 2024 and 2023, respectively. |
Revenue Recognition | The Company recognizes revenue in accordance with ASC 606 from services provided when (a) persuasive evidence that an agreement exists; (b) the products or services has been delivered or completed; (c) the prices are fixed and determinable and not subject to refund or adjustment; and (d) collection of the amounts due is reasonably assured. Our revenue is comprised of the performance of environmental services and royalty and lease revenue governed by the underlying contracts. The Company only has one reportable revenue segment. As of March 31, 2024, all the revenue generating activity is undertaken in eastern Kentucky, Indiana, and Limpopo, South Africa. The following table disaggregates our revenue by major service line for the three months ended: March 31, March 31, 2024 2023 Environmental Services $ 136,020 $ 35,100 Fee Income 3,580 9,692 Rental Income 22,500 22,500 Total Revenue 162,100 67,292 Interest Income from Interest Bearing Accounts 162 1,391 Notes Receivable Interest Income 35,215 99,283 Interest Income 35,377 100,673 |
Derivative Financial Instruments | The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, "Derivatives and Hedging". For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Warrant Liability | The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. |
Income Taxes | The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes The Company assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, the Company’s policy is to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements. The Company has evaluated its income tax positions and has determined that it does not have any uncertain tax positions. As of the period ended March 31, 2024, the Company will recognize interest and penalties related to any uncertain tax positions through its income tax expense. The Company accounts for income taxes with the recognition of estimated income taxes payable or refundable on income tax returns for the current period and for the estimated future tax effect attributable to temporary differences and carry forwards. Measurement of deferred income items is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized in the immediate future. The Company expects to file U.S. federal and various state income tax returns. The Company was formed in 2021 and has filed all required tax returns. All tax periods since inception remain open to examination by the taxing jurisdictions to which the Company is subject. The provision for income taxes was deemed to be de minimis for the period ending March 31, 2024 and 2023. |
Recently Issued Accounting Pronouncements | The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. In November of 2023, the FASB issued Accounting Standard Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 increases the disclosures about a public entity’s reportable segments. Under ASU 2023-07, a public entity would be required to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), a description of other segment items by reportable segment, annual disclosures about a reportable segment’s profit or loss and assets required by Topic 280 in interim periods, any additional measures of a segment’s profit or loss used by the CODM to allocate resources, and the title and position of the CODM. ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. ASU 2023-07 allows for early adoption and requires retrospective adoption. The Company will adopt this guidance beginning with its fourth quarter ending December 31, 2024. The application of this new guidance is not expected to have a material impact on the Company’s consolidated financial condition, results of operations, or cash flows, as the guidance pertains to disclosure only. In December of 2023, FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). Under ASU 2023-09, a public entity will be required to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold, such as if the effect of the reconciling item is equal to or greater than five percent of the amount computed by multiplying pretax income/loss by the applicable statutory income tax rate. Entities would also have to disclose the amount of income taxes paid disaggregated by federal, state, and foreign taxes and the amount of income taxes paid disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than five percent of total income taxes paid, along with income/loss from continuing operations before income tax expense disaggregated between domestic and foreign and income tax expense from continuing operations disaggregated by federal, state, and foreign. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024. ASU 2023-09 allows for early adoption for annual financial statements that have not yet been issued and allows retrospective and prospective adoption. The Company will adopt this guidance beginning with its fourth quarter ending December 31, 2025. The application of this new guidance is not expected to have a material impact on the Company’s consolidated financial condition, results of operations, or cash flows, as the guidance pertains to disclosure only. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of disaggregates revenue by major service | March 31, March 31, 2024 2023 Environmental Services $ 136,020 $ 35,100 Fee Income 3,580 9,692 Rental Income 22,500 22,500 Total Revenue 162,100 67,292 Interest Income from Interest Bearing Accounts 162 1,391 Notes Receivable Interest Income 35,215 99,283 Interest Income 35,377 100,673 |
Schedule of restricted cash | March 31, December 31, 2024 2023 Cash $ 124,823 $ 195,486 Restricted Cash 186,825 176,800 Total cash and restricted cash presented in the statement of cash flows $ 311,648 $ 372,286 |
INVESTMENTS IN CORPORATIONS A_2
INVESTMENTS IN CORPORATIONS AND LLCS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
INVESTMENTS IN CORPORATIONS AND LLCS | |
Schedule of investment in corporations and limited liability companies | March 31, 2024 December 31, 2023 FUB Mineral LLC $ 614,147 $ 614,147 Ferrox Holdings Ltd. 9,498,705 9,498,705 Total Investments in Corporations and LLCs $ 10,112,852 $ 10,112,852 |
CONVERTIBLE NOTES RECEIVABLE (T
CONVERTIBLE NOTES RECEIVABLE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
CONVERTIBLE NOTES RECEIVABLE | |
Schedule of convertible notes receivable | March 31, 2024 December 31, 2023 Heart Water Inc. $ 750,000 $ 750,000 Ferrox Holdings Ltd 250,000 250,000 Advanced Magnetic Lab, Inc. 415,000 400,000 Total Convertible Notes Receivable $ 1,415,000 $ 1,400,000 |
NOTES RECEIVABLE (Tables)
NOTES RECEIVABLE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
NOTES RECEIVABLE | |
Schedule of notes receivable | March 31, 2024 December 31, 2023 American Resources Corporation Note $ 100,000 $ 100,000 T. R. Mining & Equipment Ltd. 20,000 - Total Notes Receivable $ 120,000 $ 100,000 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
INTANGIBLE ASSETS | |
Schedule of intangible assets | March 31, 2024 December 31, 2023 Mining Permit Package $ 68,739 $ 68,739 MC Mining 149,150 149,150 Carnegie ORR 117,623 117,623 Energy Technologies Inc 52,700 52,700 Coking Coal Financing LLC 8,978 8,978 RMC Environmental Services LLC 225,000 225,000 Pollinate 1,954 1,954 Less: Accumulated Amortization (122,692 ) (103,885 ) Total Intangible Assets $ 501,453 $ 520,259 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
LEASES | |
Schedule of right of use assets and liabilities | March 31, 2024 December 31, 2023 Assets: ROU Asset $ 445,335 $ 453,686 Liabilities Current: Operating Lease Liabilities $ 34,777 33,923 Non-Current Operating Lease Liabilities 409,641 $ 418,662 For the Three Months Ended March 31, Expense Classification 2024 2023 Operating lease expense: Amortization of ROU asset General and administrative $ 8,351 $ 7,547 Accretion of Operating lease liability General and administrative 8,167 9,361 Total operating lease expense $ 16,518 $ 16,908 Other information related to leases is as follows: As of As of March 31, December 31, 2024 2023 Weighted-average remaining lease term: Operating leases (in years) 3.08 3.12 Weighted-average discount rate: Operating leases 10.00 % 10.00 % |
Schedule of remaining maturities of lease liabilities | 2025 34,777 2026 39,941 2027 56,338 2028 23,370 2029 and thereafter 289,992 444,418 |
NOTE PAYABLE RELATED PARTY (Tab
NOTE PAYABLE RELATED PARTY (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
NOTE PAYABLE RELATED PARTY | |
Schedule of amount outstanding of non-convertible Note Payable to related parties | March 31, 2024 December 31, 2023 Gross Principal Value of Note Payable – Related Party $ - $ 1,681,755 Unamortized Loan Discounts - - Total Notes Payable – Related Party, Net $ - $ 1,681,755 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
NOTES PAYABLE | |
Schedule of notes payable | March 31, 2024 December 31, 2023 Notes Payable – Round A – Westside Advisors $ 1,681,755 $ - Notes Payable – Round B 292,000 250,000 MC Mining Note Payable 14,000 20,000 T Sauve Note Payable 150,000 - White River Holdings Consultant Note Payable 75,000 - Total Notes Payable $ 2,212,755 $ 270,000 |
Schedule of maturities of notes payable | 2025 489,000 2026 1,723,755 2027 - 2028 - 2029 and thereafter - 2,212,755 |
WARRANTS (Tables)
WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
WARRANTS | |
Schedule of black Scholes option pricing model | 2024 2023 Expected Dividend Yield 0.00 % 0.0 % Expected volatility 60.00 % 1.55 % Risk-Free Rate 5.15 % 4.27 % Expected life of warrants 1.25 1.72 |
Schedule of Public Warrants and Private Warrants | Weighted Weighted Average Aggregate Number of Average Contractual Intrinsic Public Warrants Warrants Exercise Price Life in Years Value Granted - $ - $ - Forfeited or Expired - $ - $ - Exercised - $ - $ - Outstanding December 31, 2023 5,252,990 $ 0 2.3 $ 157,584 Exercisable (Vested) - December 31, 2023 5,252,990 $ 0 2.3 $ 157,584 Granted - $ - $ - Forfeited or Expired - Exercised - Outstanding March 31, 2024 5,252,990 $ 0 2.0 $ 113,465 Exercisable (Vested) - March 31, 2024 5,252,990 $ 0 2.0 $ 113,465 Weighted Weighted Average Aggregate Number of Average Contractual Intrinsic Private Warrants Warrants Exercise Price Life in Years Value Granted - $ - $ - Forfeited or Expired - $ - $ - Exercised - $ - $ - Outstanding December 31, 2023 3,901,201 $ 0.03 2.3 $ 117,036 Exercisable (Vested) - December 31, 2023 3,901,201 $ 0.03 2.3 $ 117,036 Granted - $ - $ - Forfeited or Expired - $ - $ - Exercised - $ - $ - Outstanding March 31, 2024 3,901,201 $ 0.03 2.0 $ 0 Exercisable (Vested) - March 31, 2024 3,901,201 $ 0.03 2.0 $ 0 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
FAIR VALUE MEASUREMENTS | |
Schedule of fair value assets and liabilities measured on recurring basis | Description Level March 31, 2024 December 31, 2023 Liabilities: Warrant Liability – Public Warrants 3 113,465 157,584 Warrant Liability – Private Warrants 3 - 117,036 |
Schedule of changes in the fair value of warrant liabilities | Private Placement Public Warrant Liabilities Fair value as of January 1, 2023 $ 101,431 $ 110,182 $ 211,613 Change in valuation inputs or other assumptions 15,604 47,402 63,006 Fair value as of December 31, 2023 117,036 157,584 274,620 Private Placement Public Warrant Liabilities Fair value as of January 1, 2024 $ 117,036 $ 157,584 $ 274,620 Change in valuation inputs or other assumptions (117,036 ) (44,119 ) (161,155 ) Fair value as of March 31, 2024 0 113,465 113,465 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Cash | $ 124,823 | $ 195,486 |
Restricted Cash | 186,825 | 176,800 |
Total cash and restricted cash presented in the statement of cash flows | $ 311,648 | $ 372,286 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Environmental Services | $ 136,020 | $ 35,100 |
TOTAL REVENUE | 162,100 | 67,292 |
Fee Income | 3,580 | 9,692 |
Rental Income | 22,500 | 22,500 |
Interest Income from Interest Bearing Accounts | 162 | 1,391 |
Notes Receivable Interest Income | 35,215 | 99,283 |
Interest Income | $ 35,377 | $ 100,673 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Restricted Cash | $ 186,825 | $ 176,800 | |
Federal insured limit | 250,000 | ||
Allowance for credit losses | $ 0 | $ 0 | |
Principal and accrued interest converted into common shares, price | $ 6.50 | ||
Amortization expense | $ 0 | 105,156 | |
Convertible debt interest expenses | 58,147 | $ 220,601 | |
Right to use liabilities | 444,418 | ||
Operating leases | $ 445,335 | ||
Description for lease term | initial terms of 5 to 21 years | ||
Income Tax Descriptions | tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, the Company’s policy is to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements |
INVESTMENTS IN CORPORATIONS A_3
INVESTMENTS IN CORPORATIONS AND LLCS (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Feb. 01, 2022 | Oct. 01, 2021 |
Investments in Corporations | $ 10,112,852 | $ 10,112,852 | ||
FUB Mineral LLC [Member] | ||||
Investments in Corporations | 614,147 | 614,147 | $ 200,000 | $ 250,000 |
Ferrox Holdings Ltd. [Member] | ||||
Investments in Corporations | $ 9,498,705 | $ 9,498,705 |
INVESTMENTS IN CORPORATIONS A_4
INVESTMENTS IN CORPORATIONS AND LLCS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Dec. 23, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Feb. 01, 2022 | Oct. 01, 2021 | |
Class A Common Stock issued | 14,504,095 | 14,270,761 | ||||
Investments | $ 10,112,852 | $ 10,112,852 | ||||
Ferrox Holdings Ltd. [Member] | ||||||
Class A Common Stock issued | 95,000,000 | |||||
Consideration paid in common shares | 627,806 | |||||
FUB Mineral LLC [Member] | ||||||
Ownership interest | 41.75% | 38.45% | ||||
Passthrough activity | 0 | $ 0 | ||||
Investments | $ 614,147 | $ 614,147 | $ 200,000 | $ 250,000 |
CONVERTIBLE NOTES RECEIVABLE (D
CONVERTIBLE NOTES RECEIVABLE (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Convertible Notes Receivable | $ 1,415,000 | $ 1,400,000 |
Ferrox Holdings Ltd. [Member] | ||
Convertible Notes Receivable | 250,000 | 250,000 |
Advanced Magnetic Lab, Inc. [Member] | ||
Convertible Notes Receivable | 415,000 | 400,000 |
Heart Water Inc. [Member] | ||
Convertible Notes Receivable | $ 750,000 | $ 750,000 |
CONVERTIBLE NOTES RECEIVABLE _2
CONVERTIBLE NOTES RECEIVABLE (Details Narrative) - USD ($) | 1 Months Ended | |||||
Dec. 02, 2022 | Dec. 21, 2022 | Mar. 31, 2022 | Mar. 31, 2024 | Mar. 20, 2024 | Dec. 31, 2023 | |
Additional common shares received | 100,000,000 | 100,000,000 | ||||
Ferrox Holdings Ltd. [Member] | ||||||
Annual interest rate for promissory note | 7% | |||||
Additional common shares received | 833,335 | |||||
Advance payment by owner | $ 250,000 | |||||
Convertible common stock, per share price | $ 0.15 | |||||
Advanced Magnetic Lab, Inc. [Member] | ||||||
Advance payment by owner | $ 250,000 | $ 50,000 | ||||
Convertible common stock, per share price | $ 1.50 | |||||
Additional Convertible Promissory Note issued | $ 15,000 | |||||
Annual interest rate | 10% | |||||
Description of Royalty agreement | Concurrently, the Company and AML entered into a royalty agreement whereby the Company will receive between 0.5% and 1.5% of the sales revenue received from sales of product(s) developed by AML from the use of the proceeds from the Convertible Promissory Notes | |||||
Heart Water Inc. [Member] | ||||||
Annual interest rate for promissory note | 8% | |||||
Advance payment by owner | $ 100,000 | $ 650,000 |
NOTES RECEIVABLE (Details)
NOTES RECEIVABLE (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Notes Receivable | $ 120,000 | $ 100,000 |
American Resources Corporation Note [Member] | ||
Notes Receivable | 100,000 | 100,000 |
T. R. Mining & Equipment Ltd. [Member] | ||
Notes Receivable | $ 20,000 | $ 0 |
NOTES RECEIVABLE (Details Narra
NOTES RECEIVABLE (Details Narrative) - USD ($) | 1 Months Ended | ||||
Feb. 02, 2024 | Jul. 31, 2022 | Mar. 31, 2024 | Feb. 29, 2024 | Dec. 31, 2023 | |
Investments in corporations | $ 10,112,852 | $ 10,112,852 | |||
T. R. Mining & Equipment Ltd. [Member] | |||||
Royalty percentage | 10% | ||||
Interest rate | 10% | ||||
Investments in corporations | $ 10,000 | $ 10,000 | |||
Maturity date | Dec. 31, 2025 | ||||
American Resources Corporation [Member] | |||||
Interest rate | 7% | ||||
Maturity date | Jul. 31, 2024 | ||||
Outstanding paid | $ 100,000 | ||||
Outstanding debt | $ 184,663 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Less: Accumulated Amortization | $ (122,692) | $ (103,885) |
Total intangible assets | 501,453 | 520,259 |
RMC Environmental Services LLC | ||
Intangible assets | 225,000 | 225,000 |
Mining Permit Package [Member] | ||
Intangible assets | 68,739 | 68,739 |
MC Mining [Member] | ||
Intangible assets | 149,150 | 149,150 |
Carnegie ORR [Member] | ||
Intangible assets | 117,623 | 117,623 |
Energy Technologies Inc [Member] | ||
Intangible assets | 52,700 | 52,700 |
Coking Coal Financing LLC [Member] | ||
Intangible assets | 8,978 | 8,978 |
Pollinate [Member] | ||
Intangible assets | $ 1,954 | $ 1,954 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | |
Amortization expense | $ 18,807 | $ 18,807 | |
Convertible Debt | 250,000 | ||
RMC Environmental Services LLC | |||
Intangible assets | $ 225,000 | 225,000 | |
Amortization contract period | 5 years | ||
Mining Permit Package [Member] | |||
Intangible assets | $ 68,739 | 68,739 | |
Amortization contract period | 10 years | ||
Coal mining permits agreement description | the Company entered into an agreement with a Kentucky licensed engineer to create three coal mining permits for the total payment of $75,000, payable in equal weekly installments over the course of 36 weeks. The permits will be held in the name of American Resources Corporation, a related party, or its subsidiaries, and the Company will receive an overriding royalty in the amount of the greater of $0.10 per ton or 0.20% of the gross sales price of the coal sold from the permit | ||
MC Mining [Member] | |||
Intangible assets | $ 149,150 | 149,150 | |
Amortization contract period | 30 years | ||
Rental income per month | $ 2,500 | ||
Total monthly rental income paid in full | 80% | ||
Cash to be paid | $ 60,000 | ||
Shares issued | 89,150 | ||
Carnegie ORR [Member] | |||
Intangible assets | $ 117,623 | 117,623 | |
Amortization contract period | 15 years | ||
Energy Technologies Inc [Member] | |||
Intangible assets | $ 52,700 | 52,700 | |
Amortization contract period | 5 years | ||
Coking Coal Financing LLC [Member] | |||
Fee for contract payable per month | $ 5,000 | ||
Intangible assets | 8,978 | 8,978 | |
Shares issued | 236,974 | ||
Pollinate [Member] | |||
Intangible assets | $ 1,954 | $ 1,954 | |
Honey royalty agreement description | the Company entered into a Honey Royalty Agreement whereby the Company will purchase apiaries for the use of Land Betterment Corporation, a related party and the Company will be paid $1.00 per pound of salable honey sold or used by Land Betterment from the purchased apiaries | ||
Land Betterment Exchange [Member] | |||
Warrant A-2 issued | 76,924 | ||
Purchase price per token | $ 8 | ||
Fair value assigned | $ 0 | ||
Convertible Debt | 250,000 | $ 2,000,000 | |
Proceeds from issuance of convertible notes | $ 2,000,000 |
LEASES (Details)
LEASES (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Assets: | ||
ROU Asset | $ 445,335 | $ 453,686 |
Liabilities | ||
Operating Lease Liabilities current | 34,777 | 33,923 |
Operating Lease Liabilities Non-Current | $ 409,641 | $ 418,662 |
LEASES (Details 1)
LEASES (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating lease expense: | ||
Amortization of ROU asset | $ 8,351 | $ 7,547 |
Accretion of Operating lease liability | 8,167 | 9,361 |
Total operating lease expense | $ 16,518 | $ 16,908 |
Weighted-average remaining lease term: Operating leases (in years) | 3 years 29 days | 3 years 1 month 13 days |
Weighted-average discount rate: Operating leases | 10% | 10% |
LEASES (Details 2)
LEASES (Details 2) | Mar. 31, 2024 USD ($) |
LEASES | |
2025 | $ 34,777 |
2026 | 39,941 |
2027 | 56,338 |
2028 | 23,370 |
2029 and thereafter | 289,992 |
Total lease liabilities | $ 444,418 |
LEASES (Details Narrative)
LEASES (Details Narrative) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Minimum [Member] | |
Lease term | 5 years |
Maximum [Member] | |
Lease term | 21 years |
1845 South KY Highway 15 South, Hazard, KY 41701 | |
Lease term | 10 years |
Monthly rent | $ 250 |
American Resources Corporation, located at 12115 Visionary Way, Ste 174 | |
Lease term | 10 years |
Monthly rent | $ 2,143 |
Rent lowered | $ 1,500 |
Pike Country, Kentucky | |
Lease term | 21 years |
Monthly rent | $ 2,000 |
Hamilton County, Indiana | |
Lease term | 5 years |
Monthly rent | $ 2,000 |
gross revenues | 20% |
NOTE PAYABLE RELATED PARTY (Det
NOTE PAYABLE RELATED PARTY (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
NOTE PAYABLE RELATED PARTY | ||
Gross Principal Value of Note Payable - Related Party | $ 0 | $ 1,681,755 |
Unamortized Loan Discounts | 0 | 0 |
Total Notes Payable - Related Party, Net | $ 0 | $ 1,681,755 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Note Payable | $ 1,723,755 | $ 270,000 |
Note Payable [Member] | ||
Note Payable | 2,212,755 | 270,000 |
MC Mining [Member] | ||
Note Payable | 14,000 | 20,000 |
Notes Payable Round A Westside Advisors [Member] | ||
Note Payable | 0 | 1,681,755 |
Notes Payable Round B [Member] | ||
Note Payable | 292,000 | 250,000 |
T Sauve Note Payable [Member] | ||
Note Payable | 150,000 | 0 |
White River Holdings Consultant Note Payable [Member] | ||
Note Payable | $ 75,000 | $ 0 |
NOTES PAYABLE (Details 1)
NOTES PAYABLE (Details 1) | Mar. 31, 2024 USD ($) |
NOTES PAYABLE | |
2025 | $ 489,000 |
2026 | 1,723,755 |
2027 | 0 |
2028 | 0 |
2029 and thereafter | 0 |
Total | $ 2,212,755 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Note Payable | $ 1,723,755 | $ 270,000 |
MC Mining [Member] | ||
Note Payable | 14,000 | 20,000 |
Rental income per months | 2,500 | |
Consideration paid | 149,150 | |
Consideration amount payment cash | 60,000 | |
Issuances of common share amount | $ 89,150 | |
Notes Payable Round A Westside Advisors [Member] | ||
Interest rate | 10% | |
Accrued interest | $ 9,240 | 310,507 |
Note Payable | $ 0 | 1,681,755 |
Description of due date of issuance | The note was due two years from the date of issuance but was extended until June 30, 2026 | |
Notes Payable Round B [Member] | ||
Interest rate | 10% | |
Accrued interest | $ 12,237 | 5,712 |
Note Payable | $ 292,000 | 250,000 |
Description of due date of issuance | The notes issued under Round B are due two years from the date of issuance. Due dates range from October 2025 through March 2026 | |
T Sauve Note Payable [Member] | ||
Interest rate | 5.13% | |
Accrued interest | $ 1,927 | 0 |
Note Payable | $ 150,000 | 0 |
Description of due date of issuance | The note shall be repaid in full by January 1, 2025 | |
White River Holdings Consultant Note Payable [Member] | ||
Interest rate | 5.13% | |
Accrued interest | $ 963 | 0 |
Note Payable | $ 75,000 | $ 0 |
Description of due date of issuance | The note shall be repaid in full by January 1, 2025 |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Class A Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares issued | 14,504,095 | 14,270,761 |
Common Stock, Shares outstanding | 14,504,095 | 14,270,761 |
Preferred Stock [Member] | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Class A Common Stock [Member] | ||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Class A Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares issued | 14,504,095 | 14,270,761 |
Common Stock, Shares outstanding | 14,504,095 | 14,270,761 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2024 | Dec. 31, 2023 | Feb. 01, 2022 | Mar. 22, 2021 | |
Administrative Services Arrangement Paid Amount | $ 220,000 | $ 220,000 | ||
Convertible Note | $ 250,000 | |||
Land Betterment Corporation [Member] | ||||
Contract terms, description | The contract called for cost plus 12.5% margin. | |||
Sponsor [Member] | ||||
Related Party Loans | $ 800,000 | |||
Advance From Related Party Loans | $ 485,900 | |||
Related Party, Amount Outstanding | 161,243 | $ 161,243 | ||
Service Expenses | $ 10,000 | |||
White River Holdings LLC [Member] | Royalty Management Corporation [Member] | ||||
Convertible Note | $ 10,000 | |||
Warrants issued | 385 |
WARRANTS (Details)
WARRANTS (Details) - AMERICAN ACQUISITION OPPORTUNITY INC. | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Expected Dividend Yield | 0% | 0% |
Expected volatility | 60% | 1.55% |
Risk-Free Rate | 5.15% | 4.27% |
Expected life of warrants | 1 year 3 months | 1 year 8 months 19 days |
WARRANTS (Details 1)
WARRANTS (Details 1) - Public Warrant [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Number of Warrants Granted | 0 | 0 |
Number of Warrants Forfeited or Expired | 0 | 0 |
Number of Warrants Exercised | 0 | 0 |
Number of Warrants Outstanding | 5,252,990 | 5,252,990 |
Number of Warrants Exercisable (vested) ,Ending | 5,252,990 | 5,252,990 |
Weighted Average Exercise Price Warrants Granted | $ 0 | $ 0 |
Weighted Average Exercise Price Warrants Forfeited or Expired | 0 | 0 |
Weighted Average Exercise Price Warrants Exercised | 0 | 0 |
Weighted Average Exercise Price Outstanding | 0 | 0 |
Weighted Average Exercise Price Exercisable (vested) ,ending | $ 0 | $ 0 |
Weighted average contractual life Outstanding | 2 years | 2 years 3 months 18 days |
Weighted average contractual life Warrants Exercisable (vested) | 2 years | 2 years 3 months 18 days |
Aggregate Intrinsic value Granted | $ 0 | $ 0 |
Aggregate Intrinsic value Forfeited or Expired | 0 | 0 |
Aggregate Intrinsic value Exercised | 0 | 0 |
Aggregate Intrinsic value Exercisable (vested) Endining | 113,465 | 157,584 |
Aggregate Intrinsic value Exercisable (Vested) | $ 113,465 | $ 157,584 |
WARRANTS (Details 2)
WARRANTS (Details 2) - Private Warrant [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Number of Warrants Granted | 0 | 0 |
Number of Warrants Forfeited or Expired | 0 | 0 |
Number of Warrants Exercised | 0 | 0 |
Number of Warrants Outstanding | 3,901,201 | 3,901,201 |
Number of Warrants Exercisable (vested) ,Endining | 3,901,201 | 3,901,201 |
Weighted Average Exercise Price Warrants Granted | $ 0 | $ 0 |
Weighted Average Exercise Price Warrants, forfeited or expired | 0 | 0 |
Weighted Average Exercise Price Warrants, Exercised | 0 | 0 |
Weighted Average Exercise Price Outstanding | 0.03 | 0.03 |
Weighted Average Exercise Price Exercisable (vested) ,ending | $ 0.03 | $ 0.03 |
Weighted average contractual life Outstanding | 2 years | 2 years 3 months 18 days |
Weighted average contractual life Warrants Exercisable (vested) | 2 years | 2 years 3 months 18 days |
Aggregate Intrinsic Granted value | $ 0 | $ 0 |
Aggregate Intrinsic value Forfeited or Expired | 0 | 0 |
Aggregate Intrinsic value Exercised | 0 | 0 |
Aggregate Intrinsic value Outstanding | 0 | 117,036 |
Aggregate Intrinsic value Exercisable (vested) Endining | $ 0 | $ 117,036 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Gross proceeds from issuances represent more than total equity proceeds | 60% | |
Exercise price of the warrants equal to higher of the Market Value | 115% | |
Price Per Warrant | $ 0.01 | $ 0.01 |
Redemption trigger price | $ 18 | |
Redemption trigger price equal to higher of the Market Value | 180% | |
Issuance Price Per Share | $ 9.20 | 9.20 |
Class A Common Stock [Member] | ||
Description of warrants | the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders | |
Redemption trigger price | $ 18 | |
Issuance Price Per Share | $ 9.20 | $ 9.20 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - Level 3 [Member] - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Public Warrant [Member] | ||
Warrant Liability | $ 113,465 | $ 157,584 |
Private Warrant [Member] | ||
Warrant Liability | $ 0 | $ 117,036 |
FAIR VALUE MEASUREMENTS (Deta_2
FAIR VALUE MEASUREMENTS (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Warrant Liabilities [Member] | ||
Fair Value Of Warrant Liabilities, Beginning | $ 274,620 | $ 211,613 |
Change In Valuation Inputs Or Other Assumptions | (161,155) | 63,006 |
Fair Value Of Warrant Liabilities, Ending | 113,465 | 274,620 |
Private Placement [Member] | ||
Fair Value Of Warrant Liabilities, Beginning | 117,036 | 101,431 |
Change In Valuation Inputs Or Other Assumptions | (117,036) | 15,604 |
Fair Value Of Warrant Liabilities, Ending | 117,036 | |
Public [Member] | ||
Fair Value Of Warrant Liabilities, Beginning | 157,584 | 110,182 |
Change In Valuation Inputs Or Other Assumptions | (44,119) | 47,402 |
Fair Value Of Warrant Liabilities, Ending | $ 113,465 | $ 157,584 |
FAIR VALUE MEASUREMENTS (Deta_3
FAIR VALUE MEASUREMENTS (Details Narrative) - LBX Tokens [Member] | 12 Months Ended |
Dec. 31, 2023 USD ($) shares | |
Convertible note | $ 2,000,000 |
warrants | shares | 76,924 |
Tokens | $ 0 |
purchase price | 8 |
Cash Held in Trust account | $ 250,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | |||||
May 13, 2024 | May 07, 2024 | Apr. 04, 2024 | Apr. 29, 2024 | Apr. 24, 2024 | Apr. 19, 2024 | |
April 29 2024 [Member] | ||||||
Purchase shares of common stock | 9,591 | |||||
KBB Asset Management LLC [Member] | Subsequent Event [Member] | ||||||
Common stock share issued for note conversion | 150,000 | |||||
Westside Advisors [Member] | Subsequent Event [Member] | ||||||
Non-convertible promissory note issue | $ 15,000 | |||||
Validity of issued notes | Apr. 19, 2026 | |||||
T R Mining And Equipment Ltd [Member] | Subsequent Event [Member] | ||||||
Common stock share issued for note conversion | 310,000 | |||||
Additional amount of invested under purchase agreement | $ 10,000 | $ 10,000 |