10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

FORM 10-Q

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2019
OR
[  ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ________ to ________

AMMO, Inc.

(Exact Name of Registrant as Specified in its Charter)

DELAWARE	001-13101	83-1950534
(State of incorporation)	(Commission File No.)	(I.R.S. Identification Number)

7681 E Gray Road, Scottsdale, AZ 85260

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number including area code: (480) 947-0001

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ]	Accelerated filer [  ]
Non-accelerated filer [  ]	Smaller reporting company [X]
Emerging growth company [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [  ] Yes [X] No

As of August 14, 2019, there were 45,317,408 shares of $0.001 par value Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None.

TABLE OF CONTENTS

PART I
ITEM 1:	FINANCIAL STATEMENTS	3
	Consolidated Balance Sheets as of June 30, 2019 (Unaudited) and March 31, 2019	3
	Consolidated Statements of Operations (Unaudited) for the three ended June 30, 2019 and 2018	4
	Consolidated Statement of Shareholders’ Equity (Unaudited) for the three months ended June 30, 2019	5
	Consolidated Statements of Cashflow (Unaudited) for the three months ended June 30, 2019 and 2018	6
	Notes to Consolidated Financial Statements (Unaudited)	8
ITEM 2:	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	16
ITEM 3:	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	26
ITEM 4:	CONTROLS AND PROCEDURES	26
PART II
ITEM 1:	LEGAL PROCEEDINGS	27
ITEM 1A:	RISK FACTORS	27
ITEM 2:	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	27
ITEM 3:	DEFAULTS UPON SENIOR SECURITIES	27
ITEM 4:	MINE SAFETY DISCLOSURE	27
ITEM 5:	OTHER INFORMATION	27
ITEM 6:	EXHIBITS	27
SIGNATURES		28

2

PART I

ITEM 1. FINANCIAL STATEMENTS

Ammo, Inc.

CONSOLIDATED BALANCE SHEETS

	June 30, 2019			March 31, 2019
	(Unaudited)			(Audited)
ASSETS
Current Assets:
Cash	$	538,983		$	2,181,246
Accounts receivable, net of allowance for doubtful account of $25,721 at June 30, 2019 and $129,635 at March 31, 2019		2,958,150			1,225,911
Due from related parties		34,558			19,565
Inventories, at lower cost or market, principally average cost method		5,553,121			4,772,597
Prepaid expenses		278,030			427,551
Current portion of right of use assets		483,872			-
Total Current Assets		9,846,714			8,626,870
Equipment, net of accumulated depreciation of $1,098,818 at June 30, 2019 and $516,144 at March 31, 2019		21,667,562			21,999,787
Other Assets:
Deposits		54,133			29,034
Licensing agreements, net of accumulated amortization of $120,833 at June 30, 2019 and $108,833 at March 31, 2019		129,167			141,667
Patents, net of accumulated amortization of $191,089 at June 30, 2019 and $134,701 at March 31, 2019		6,882,916			6,939,304
Other Intangible Assets, net of accumulated amortization of $478,672 at June 30, 2019 and $61,803 at March 31, 2019		5,433,633			5,850,502
Right of use assets - operating leases		3,923,050			-
TOTAL ASSETS	$	47,937,175		$	43,587,164
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	4,436,087		$	1,920,344
Accrued liabilities		667,383			531,434
Note payable related party		375,000			-
Current portion of operating lease liability		483,872			-
Insurance premium note payable		153,731			230,597
Current portion of note payable related party		8,400,000			1,500,000
Contingent consideration payable		250,000			300,000
Total Current Liabilities		14,766,073			4,482,375
Long-term Liabilities:
Convertible promissory notes, net of $24,144 of note issuance costs at March 31, 2019		-			275,856
Contingent consideration payable		900,000			900,000
Note payable related party		-			8,400,000
Operating lease liability, net of current portion		3,923,050			-
Total Liabilities		19,589,123			14,058,231
Shareholders’ Equity:
Common stock, $0.001 par value, 200,000,000 shares authorized 45,269,908 at June 30, 2019 and 44,013,075 shares issued and outstanding at March 31, 2019, respectively		45,270			44,013
Additional paid-in capital		51,594,749			48,935,485
Accumulated (Deficit)		(23,291,967	)		(19,450,565	)
Total Shareholders’ Equity		28,348,052			29,528,933
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	47,937,175		$	43,587,164

The accompanying notes are an integral part of these consolidated financial statements.

3

Ammo, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended June 30,
	2019			2018
Net Sales
Ammunition Sales	$	1,141,499		$	1,250,028
Casing Sales		3,157,081			-
		4,298,580			1,250,028
Cost of Goods Sold, includes depreciation and amortization of $613,569 and $73,295, respectively, and federal excise taxes $114,285 of $131,339, respectively		4,951,796			1,105,456
Gross Margin		(653,216	)		144,572
Operating Expenses
Selling and marketing		221,928			351,416
Corporate general and administrative		1,099,643			678,100
Employee salaries and related expenses		1,217,692			878,988
Depreciation and amortization expense		454,862			15,397
Total operating expenses		2,994,125			1,923,901
Loss from Operations		(3,647,341	)		(1,779,329	)
Other (Expenses)
Interest expense		(194,061	)		(1,497	)
(Loss) before Income Taxes		(3,841,402	)		(1,780,826	)
Provision for Income Taxes		-			-
Net (Loss)	$	(3,841,402	)	$	(1,780,826	)
(Loss) per share
Basic and fully diluted:
Weighted average number of shares outstanding		44,577,950			30,393,076
(Loss) per share	$	(0.09	)	$	(0.06	)

The accompanying notes are an integral part of these consolidated financial statements.

4

Ammo, Inc.

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

For the Three Months Ended June 30, 2019

(Unaudited)

	Common Shares				Additional Paid-In			Accumulated
	Number		Par Value		Capital			(Deficit)			Total
Balance as of March 31, 2019		44,013,075	$	44,013	$	48,935,485		$	(19,450,565	)	$	29,528,933
Common stock issued for cash		898,550		899		1,796,201			-			1,797,100
Common stock issued for convertible notes		127,291		127		318,099						318,226
Fundraising cost		-		-		(189,567	)		-			(189,567	)
Common stock issued for services		63,492		63		199,937			-			200,000
Employee stock awards		167,500		168		333,082			-			333,250
Stock grants		-		-		201,512			-			201,512
Net loss for period ended June 30, 2019		-		-		-			(3,841,402	)		(3,841,402	)
Balance as of June 30, 2019		45,269,908	$	45,270	$	51,594,749		$	(23,291,967	)	$	28,348,052

The accompanying notes are an integral part of these consolidated financial statements.

5

Ammo, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)

	For the Three Months Ended June 30,
	2019			2018
Cash flows from operating activities:
Net (Loss)	$	(3,841,402	)	$	(1,780,826	)
Adjustments to reconcile Net (Loss) to Net Cash provided by operations:
Depreciation and amortization		1,068,431			88,692
Debt discount amortization		24,144			-
Stock grants		201,512			111,402
Stock for services		200,000			-
Employee stock awards		333,250			319,375
Interest on convertible promissory note		18,226			-
Changes in Current Assets and Liabilities
Accounts receivable		(1,628,595	)		388,386
Allowance for doubtful accounts		(103,644	)		(3,000	)
Due to (from) related parties		(14,993	)		996
Inventories		(780,524	)		(718,232	)
Prepaid expenses		149,521			115,123
Deposits		(25,099	)		(132,178	)
Right of use asset		117,243			-
Accounts payable		2,515,743			(61,293	)
Accrued liabilities		135,949			(102,864	)
Operating lease liability		(117,243	)		-
Net cash used in operating activities		(1,747,481	)		(1,774,419	)
Cash flows from investing activities
Purchase of equipment		(250,449	)		(566,364	)
Net cash used in investing activities		(250,449	)		(566,364	)
Cash flow from financing activities
Note payable related party		375,000			-
Note payment - related party		(1,500,000	)		-
Insurance premium note payment		(76,866	)		(30,134	)
Contingent consideration payment		(50,000	)		-
Sale of common stock		1,797,100			3,247,030

(Continued)

6

Ammo, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)

	For the Three Months Ended June 30,
	2019			2018
Common stock issued for exercised warrants		-			2,354,125
Organizational and fundraising costs		(189,567	)		(545,359	)
Net cash provided by financing activities		355,667			5,025,662
Net (decrease)/increase in cash		(1,642,263	)		2,684,879
Cash, beginning of period		2,181,246			4,381,643
Cash, end of period	$	538,983		$	7,066,522
Supplemental cash flow disclosures
Cash paid during the period for -
Interest	$	2,038		$	1,497
Income taxes	$	-		$	-
Non-cash investing and financing activities:
Additional paid-in-capital		-			(11	)
Common stock		-			11
Convertible promissory note		(300,000	)		-
Convertible promissory note conversion		300,000			-
Right of use assets - operating leases		(4,524,165	)		-
Operating lease liability		4,524,165			-
	$	-		$	-

The accompanying notes are an integral part of these consolidated financial statements.

7

AMMO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2019 and March 31, 2019

(Unaudited)

NOTE 1 – ORGANIZATION AND BUSINESS ACTIVITY

We were formed under the name Retrospettiva, Inc. in November 1990 to manufacture and import textile products, including both finished garments and fabrics. We were inactive until the following series of events in December 2016 and March 2017.

On December 15, 2016, the Company’s majority shareholders sold 475,681 (11,891,976 pre-split) of their outstanding shares to Mr. Fred W. Wagenhals (“Mr. Wagenhals”) resulting in a change in control of the Company. Mr. Wagenhals was appointed as sole officer and the sole member of the Company’s Board of Directors.

The Company also approved (i) doing business in the name AMMO, Inc., (ii) a change to the Company’s OTC trading symbol to POWW, (iii) an agreement and plan of merger to re-domicile and change the Company’s state of incorporation from California to Delaware, and (iv) a 1-for-25 reverse stock split (“Reverse Split”) of the issued and outstanding shares of the common stock of the Company. As a result of the reverse split, the previous issued and outstanding shares of common stock became 580,052 shares; no shareholder was reversed below 100 shares, and all fractional shares resulting from the reverse split were rounded up to the next whole share. All references to the outstanding stock have been retrospectively adjusted to reflect this split. These transactions were effective as of December 30, 2016.

On March 17, 2017, the Company entered into a definitive agreement with AMMO, Inc. a Delaware Corporation (PRIVCO) under which the Company acquired all of the outstanding shares of common stock of (PRIVCO). Under the terms of the Agreement, the Company issued 17,285,800 newly issued shares of common stock of the Company. In connection with this transaction the Company retired 475,681 shares of common stock and issued 500,000 shares of common stock to satisfy an issuance commitment. The acquisition was considered to be a capital transaction. The transaction was the equivalent to the issuance by PRIVCO of 604,371 shares to the Company’s shareholders accompanied by a recapitalization. The weighted average number of outstanding shares has been adjusted for this transaction. (PRIVCO) subsequently changes its name to AMMO Munitions, Inc.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Basis

The accompanying unaudited consolidated financial statements and related disclosures included in this Quarterly Report on Form 10-Q have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and reflect all adjustments, which consist solely of normal recurring adjustments, needed to fairly present the financial results for these periods. Additionally, these consolidated financial statements and related disclosures are presented pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”).

The accompanying consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures contained in the Company’s Annual Report filed with the SEC on Form 10-K for the year ended March 31, 2019. The results for the three month period June 30, 2019 are not necessarily indicative of the results that may be expected for the entire fiscal year. Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments have been made, which consist only of normal recurring adjustments necessary for a fair statement of (a) the results of operations for the month periods ended June 30, 2019 and 2018, (b) the financial position at June 30, 2019, and (c) cash flows for the three month periods ended June 30, 2019 and 2018.

We use the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP”) and all amounts are expressed in U.S. dollars. The Company has a fiscal year-end of March 31^st.

Unless the context otherwise requires, all references to “Ammo”, “we”, “us”, “our,” or the “Company” are to AMMO, Inc., a Delaware corporation.

8

AMMO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2019 and March 31, 2019

(Unaudited)

Principles of Consolidation

The consolidated financial statements include the accounts of AMMO, Inc. and its wholly owned subsidiaries, Enlight Group II, LLC (d/b/a Jagemann Munition Components), SNI, LLC, AMMO Munitions, Inc. and AMMO Technologies, Inc. (inactive). All significant intercompany accounts and transactions are eliminated in consolidation

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of the statement of cash flows, we consider highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

Accounts Receivable and Allowance for Doubtful Accounts

Our accounts receivable represents amounts due from customers for products sold and include an allowance for uncollectible accounts which is estimated based on the aging of the accounts receivable and specific identification of uncollectible accounts. At June 30, 2019 and March 31, 2019, we reserved $25,751 and $129,635, respectively, of allowance for doubtful accounts.

License Agreements

We are a party to a license agreement with Jesse James, a well-known motorcycle designer, and Jesse James Firearms, LLC, a Texas limited liability company, or JJF. The license agreement grants us the exclusive worldwide rights through October 15, 2021 to Mr. James’ image rights and trademarks associated with him in connection with the marketing, promotion, advertising, sale, and commercial exploitation of Jesse James Branded Products. In addition, Mr. James agreed to make himself available for certain promotional activities and to promote Jesse James Branded Products through his own social media outlets. We agreed to pay Mr. James royalty fees on the sale of ammunition and non-ammunition Branded Products and to reimburse him for any out-of-pocket expenses and reasonable travel expenses. We also issued 100,000 shares of our common stock upon the execution of the license agreement with the potential issuance of up to 75,000 additional shares of common stock upon achieving certain gross sales with $15 million in gross sales required to earn the entire 75,000 shares.

We are a party to a license agreement with Jeff Rann, a well-known wild game hunter and spokesman for the firearm and ammunition industries. The license agreement grants us through February 2022 the exclusive worldwide rights to Mr. Rann’s image rights and trademarks associated with him in connection with the marketing, promotion, advertising, sale, and commercial exploitation of all Jeff Rann Branded Products. Mr. Rann agreed to make himself available for certain promotional activities and to promote the Branded Products through his own social media outlets. We agreed to pay Mr. Rann royalty fees on the sale of ammunition and non-ammunition Branded Products and to reimburse him for any out-of-pocket expenses and reasonable travel expenses. We also issued 100,000 shares of our common stock upon the execution of the license agreement with the potential issuance of 75,000 additional shares of common stock upon achieving certain gross sales with $15 million in gross sales required to earn the entire 75,000 shares.

Amortization expense for the license agreements for the three months ended June 30, 2019 and 2018 were $12,500 and $12,500, respectively.

Patents

On September 28, 2017, AMMO Technologies Inc. (“ATI”), an Arizona corporation, which is 100% owned by us, merged with Hallam, Inc, a Texas corporation, with ATI being the survivor. Under the terms of the Merger, we issued to Hallam, Inc.’s two shareholders, 600,000 shares of our common stock, subject to restrictions, and payment of $200,000. The first payment of $100,000 to the Hallam, Inc. shareholders was paid on September 13, 2017, and the second payment of $100,000 was paid on February 6, 2018.

The shares were valued at $1.25 and the aggregate value of $950,000 was recorded as a patent asset. This asset will be amortized from September 2017, the first full month of the acquired rights, through October 29, 2028. Patent amortization expense for the three months ended June 30, 2019 and 2018 were $21,269 and $21,269, respectively.

9

AMMO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2019 and March 31, 2019

(Unaudited)

Under the terms of the Merger, ATI succeeded to all of the assets of Hallam, Inc. and assumed the liabilities of Hallam, Inc., which were none. The primary asset of Hallam, Inc. was an exclusive license to produce projectiles and ammunition using the Hybrid Luminescence Ammunition Technology under patent U.S. 8,402,896 B1 with a publication date of March 26, 2013 owned by University of Louisiana at Lafayette. The license was formally amended and assigned to AMMO Technologies Inc. pursuant to an Assignment and First Amendment to Exclusive License Agreement. Assumption Agreement dated to be effective as of August 22, 2017, the Merger closing date. Under the terms of the Exclusive License Agreement, the Company is obligated to pay a royalty to the patent holder, based on a $0.01 per unit basis for each round of ammunition sold that incorporates this patented technology through October 29, 2028. For the three months ended June 30, 2019 and 2018, the Company accrued $2,558 and $7,147 respectively under this agreement.

In August 2018, we applied for additional patent coverage for the manufacturing methods or application of the Hybrid Luminescence Ammunition Technology on a variety of projectile and ammunition types. The costs of filing this patent were expensed, but may be recapitalized pending the outcome of the USPTO’s review of the application.

On October 5, 2018, we completed the acquisition of SW Kenetics Inc. ATI succeeded all of the assets of SW Kenetics, Inc. and assumed all of the liabilities. Under the terms of the agreement, we issued to SW Kenetics Inc.’s three shareholders, 1,700,002 restricted shares of our common stock, payment of $250,000, and a payment obligation of $1,250,000 subject to completion of specific milestones that we have recorded as Contingent Consideration Payable. Additionally, the 1,700,002 shares of common stock were issued with claw back provisions to ensure agreed upon objectives are met. The Company has made two payments of $50,000 for the completion of specific milestones to the shareholders of SW Kenetics, Inc.

The primary asset of SW Kenetics Inc. was a pending patent for modular projectiles. All rights to patent pending application were assigned and transferred to AMMO Technologies, Inc. pursuant to Intellectual Property Rights Agreement on September 27, 2018. Patent amortization expense for the three months ended June 30, 2019 was $35,119. There was no amortization expense for the patent in the three months ended June 30, 2018 as the acquisition was not yet consummated.

We intend to continue building our patent portfolio to protect our proprietary technologies and processes, and will file new applications where appropriate to preserve our rights to manufacture and sell our branded lines of ammunition.

Other Intangible Assets

On March 15, 2019, Enlight Group II, LLC d/b/a Jagemann Munition Components, a wholly owned subsidiary of AMMO, Inc., completed its acquisition of assets of Jagemann Stamping Company’s ammunition casing manufacturing and sales operations pursuant to the terms of the Amended and Restated Asset Purchase Agreement (See Note 10). The intangible assets acquired include a tradename, customer relationships, and intellectual property. For the three months ended June 30, 2019, amortization of the other intangibles assets was $416,869.

Impairment of Long-Lived Assets

We continually monitor events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. No impairment expense was recognized for the three months ended June 30, 2019 and 2018.

Revenue Recognition

We generate revenue from the production and sale of ammunition. We recognize revenue according to ASC 606. When the customer obtains control over the promised goods or services, we record revenue in the amount of consideration that we can expect to receive in exchange for those goods and services. The Company applies the following five-step model to determine revenue recognition:

● Identification of a contract with a customer

● Identification of the performance obligations in the contact

● determination of the transaction price

● allocation of the transaction price to the separate performance allocation

● recognition of revenue when performance obligations are satisfied

The Company only applies the five-step model when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception and once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. Our contracts contain a single performance obligation and the entire transaction price is allocated to the single performance obligation. We recognize as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Accordingly, we recognize revenues (net) when the customer obtains control of the Company’s product, which typically occurs upon shipment of the product.

For the three months ended June 30, 2019 and 2018, the Company’s customers that comprised more than ten percent (10%) of total revenues and accounts receivable were as follows:

PERCENTAGES

	Revenues			Accounts Receivable
For the Three-Months ended June 30, 2019
Customers:
A		25.9	%		34.6	%
B		10.5	%		-
C		-			-
		36.4	%		34.6	%
For the Three-Months ended June 30, 2018
Customers:
A		-			-
B		62.4	%		13.0	%
C		-			53.9	%
		62.4	%		66.9	%

10

AMMO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2019 and March 31, 2019

(Unaudited)

Advertising Costs

We expense advertising costs as they are incurred. We incurred advertising of $94,213 and $146,615 for the three months ended June 30, 2019 and 2018, respectively.

Inventories

We state inventories at the lower of cost or market. We determine cost using the average cost method. Our inventory consists of raw materials, work in progress, and finished goods. Cost of inventory includes cost of parts, labor, quality control, and all other costs incurred to bring our inventories to condition ready to be sold. We periodically evaluate and adjust inventories for obsolescence.

Property and Equipment

We state property and equipment at cost, less accumulated depreciation. We capitalize major renewals and improvements, while we charge minor replacements, maintenance, and repairs to current operations. We compute depreciation by applying the straight-line method over estimated useful lives, which are generally five to seven years.

Compensated Absences

We accrue a liability for compensated absences in accordance with Accounting Standards Codifications 710 – Compensation – General.

Stock-Based Compensation

We account for stock-based compensation at fair value in accordance with SFAS No. 123 and 123 (R) (ASC 718). There were 167,500 shares of common stock issued to employees, members of the Board of Directors, and members of the Advisory Committee for services during the three months ended June 30, 2019.

On May 1, 2018, we entered into an employment agreement with Robert D. Wiley, Chief Financial Officer, that included, among other provisions, an equity grant of 100,000 shares of restricted common stock that vests at the rate of 33,333 shares annually for three years. The $250,000 compensation value is being recognized on a straight-line basis over the three-year period covered by the agreement.

From September 2018 through March 2019, we entered into seven separate employment agreements that included in total, among other provisions, equity grants of 535,000 shares of restricted common stock that vests annually over the next four years. The total compensation value of $1,376,000 is being recognized on a straight-line basis over the periods covered by each agreement, up to four years.

Concentrations of Credit Risk

Accounts at banks are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of June 30, 2019, our bank account balances exceeded federally insured limits.

Income Taxes

We file federal and state income tax returns in accordance with the applicable rules of each jurisdiction. We account for income taxes under the asset and liability method in accordance with Accounting Standards Codification 740 - Income Taxes (“ASC 740”). The provision for income taxes includes federal, state, and local income taxes currently payable, and deferred taxes. We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable amounts in years in which those temporary differences are expected to be recovered or settled. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. In accordance with ASC 740, we recognize the effect of income tax positions only if those positions are more likely than not of being sustained. We measure recognized income tax positions at the largest amount that is greater than 50% likely of being realized. We reflect changes in recognition or measurement in the period in which the change in judgment occurs. We currently have substantial net operating loss carryforwards. We have recorded a valuation allowance equal to the net deferred tax assets due to the uncertainty of the ultimate realization of the deferred tax assets.

11

AMMO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2019 and March 31, 2019

(Unaudited)

Contingencies

Certain conditions may exist as of the date the consolidated financial statements are issued that may result in a loss to us but will only be resolved when one or more future events occur or fail to occur. We assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against us or unasserted claims that may result in such proceedings, we evaluate the perceived merits of any legal proceedings or unasserted claims and the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability is reasonably estimated, the estimated liability would be accrued in our consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of range of possible loss if determinable and material, would be disclosed. On June 6, 2019, an employee requested to mediate an assertion that they were constructively discharged as an employee, while also asserting other alleged governance and employment deficiencies. If the matter is not otherwise resolved, the employee may initiate litigation against the Company, which the Company would aggressively defend. There were no other known contingencies at June 30, 2019.

Recent Accounting Pronouncements

In May 2014, FASB issued ASU 2014-09, “Revenue from Contracts with Customers”. This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The revised effective date for this ASU is for annual and interim periods beginning on or after December 15, 2017, and early adoption will be permitted, but not earlier than the original effective date of annual and interim periods beginning on or after December 15, 2016, for public entities. We adopted ASU 2014-09 as of January 1, 2018, and it did not have a material impact on the Company’s consolidated results of operations, financial position or cash flows for the period ended June 30, 2019.

Sales are initiated in three ways –

● third party sales representative obtains signed purchase order from a customer

● direct contact by in-house sales representatives who obtains signed purchase order

● electronic purchase order from a customer (usually the very large customers)

Once a customer’s order is received a sales order is generated by authorized sales or management personnel. Once approved for shipping, the sales order is entered, the inventory control department will pull the purchased items from the inventory or if needed will request the manufacture of a specific product. When the items that were ordered are available for shipment, the merchandise is prepared for shipping and shipped by FedEx or common carrier.

All sales are recorded upon shipment and, depending on credit worthiness of customer, the payment terms will vary from thirty (30) to sixty (60) days. No refunds are allowed on any product shipped.

Each product manufactured by the Company has standard specifications and performance objectives. The Company has an extensive product testing program and, if the Company were given notice of a product defect by a customer, the Company would request the return of the product so that the manufacturing defect could be identified. From inception to March 31, 2019, the Company has had no returned products related to product warranty.

The revenue recognition procedures set forth above have been used by the Company since its inception and are consistent with requirements of ASC 606 “Revenue from Contracts with Customers”.

In February 2016, the FASB issued ASU 2016-02 – “Leases (Topic 842)” Under ASU 2016-02, entities will be required to recognize lease asset and lease liabilities by lessees for those leases classified as operating leases. Among other changes in accounting for leases, a lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to (and a lessor) should include payments to be made in optional periods only if the lessee is reasonably certain to exercise an option to extend the lease or not to exercise an option to terminate the lease. Similarly, optional payments to purchase the underlying asset should be included in the measurement of lease assets and lease liabilities only if the lessee is reasonably certain to exercise that purchase option. The amendments in ASU 2016-02 will become effective for fiscal years beginning after December 15, 2018, including interim periods with those fiscal years for public business entities. We adopted Topic 842 as of April 1, 2019.

On June 20, 2018, the FASB expanded the scope of Accounting Standards Codification (ASC) 718, Compensation – Stock Compensation, to include share-based payments to nonemployees for goods and services. The accounting board said the amendments in Accounting Standards Update (ASU) No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, align the guidance for stock compensation to employees and nonemployees. The amended guidance replaces ASC 505-50, Equity – Equity-Based Payments to Non-Employees. We anticipate that this ASC will not have a material effect on the Company’s financial statements.

The amendments in ASU No. 2018-07 apply “to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards,” the FASB said. But the amended guidance does not cover stock compensation that is used to provide financing to the company that issued the shares or stock awards tied to a sale of goods or services as part of a contract accounted for according to ASC 606, Revenue From Contracts With Customers.

The amendments are effective for public companies for fiscal years that begin after December 15, 2018, and the quarterly and other interim periods in those years, the FASB said the amended guidance can be applied before it becomes effective, but businesses are not permitted to use the guidance in ASU No. 2018-07 before they have implemented ASC 606. We have evaluated the effect of the adoption of ASU 2018-07 will have on our consolidated results of operations, financial position or cash flows and determine the effects will not be material to the Company’s financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

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AMMO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2019 and March 31, 2019

(Unaudited)

Loss Per Common Share

We calculate basic loss per share using the weighted-average number of shares of common stock outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities, such as outstanding options and warrants, using various methods, such as the treasury stock or modified treasury stock method, in the determination of dilutive shares outstanding during each reporting period. We have issued warrants to purchase 8,646,216 shares of common stock. All weighted average numbers were adjusted for the reverse stock split and merger transaction. Due to the loss from operations in the three months ended June 30, 2019 and 2018, there are no common shares added to calculate the dilutive EPS for those periods as the effect would be antidilutive.

NOTE 3 – INVENTORIES

At June 30, 2019 and March 31, 2019, the inventory balances are composed of:

	June 30, 2019		March 31, 2019
Finished product	$	2,809,738	$	2,628,241
Raw materials		2,207,151		1,635,130
Work in process		536,232		509,226
	$	5,553,121	$	4,772,597

NOTE 4 – PROPERTY AND EQUIPMENT

We state property and equipment at historical cost less accumulated depreciation. We compute depreciation using the straight-line method at rates intended to depreciate the cost of assets over their estimated useful lives, which are generally five to seven years. Upon retirement or sale of property and equipment, we remove the cost of the disposed assets and related accumulated depreciation from the accounts and any resulting gain or loss is credited or charged to selling, general, and administrative expenses. We charge expenditures for normal repairs and maintenance to expense as incurred.

We capitalize additions and expenditures for improving or rebuilding existing assets that extend the useful life. Leasehold improvements made either at the inception of the lease or during the lease term are amortized over the shorter of their economic lives or the lease term including any renewals that are reasonably assured.

13

AMMO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2019 and March 31, 2019

(Unaudited)

Property and equipment consisted of the following at June 30, 2019 and March 31, 2019:

	June 30, 2019			March 31, 2019
Leasehold improvements	$	111,631		$	98,444
Furniture and fixtures		157,609			154,777
Vehicles		103,511			103,511
Equipment		18,914,770			18,689,140
Tooling		126,190			117,390
Construction in progress		3,352,669			3,352,669
Total property and equipment	$	22,766,380		$	22,515,931
Less accumulated depreciation		(1,098,818	)		(516,144	)
Net property and equipment	$	21,667,562		$	21,999,787

Depreciation Expense for the three months ended June 30, 2019 and 2018 totaled $582,674 and $54,923, respectively.

NOTE 5 – LEASES

We lease office, manufacturing, and warehouse space in Scottsdale and Payson, AZ and Manitowoc, WI under contracts we classify as operating leases. None of our leases are financing leases. The Payson lease has an option to renew for five years, and the Manitowoc lease has an option to renew for the three years. As of June 30, 2019, we are fairly certain that we will exercise the renewal options on both leases, and we have included such renewal options in the lease liabilities and the disclosures herein. The Scottsdale lease does not include a renewal option.

As of June 30, 2019, the current portion of our operating lease liability was $483,872 and is reported as a current liability.

Consolidated lease expense for the three months ended June 30, 2019 was $124,500 including $117,243 of operating lease expense and $7,257 of other lease associated expenses such as association dues, taxes, utilities, and other month to month rentals.

Futures minimum lease payments under non-cancellable leases as of June 30, 2019 are as follows:

Years Ended March 31,
2020	$	519,922
2021		693,229
2022		693,229
2023		693,229
2024		640,118
Thereafter		2,168,932
		5,408,659
Less: Interest		(1,001,737	)
	$	4,406,922

Right of Use Assets and Operating Lease Liabilities on the Balance Sheet:

	June 30, 2019
Current portion	$	483,872
Long-term, net of current portion		3,923,050
	$	4,406,922

NOTE 6 – CONVERTIBLE PROMISSORY NOTES

On January 9, 2019, we completed the issuance of 10% Convertible Promissory Notes in the principal amount of $1,710,000 to accredited investors through a private placement in exchange for cash in an equal amount. The principal amounts were raised from the period of October 23, 2018 to December 28, 2018. As a result of the issuance of the Convertible Promissory Notes, the placement agent received an aggregate commission of $171,000, and $5,000 in escrow fees were paid, totaling $176,000 of Note Issuance Costs. As of March 31, 2019, we recorded $151,856 of interest expense related to the Note Issuance Costs.

The Maturity Date of the notes is the two year anniversary from the date of issuance. The holders have the option to convert the entire principal of the Convertible Promissory Note into Common Stock at a conversion price equal to $2.50 per share at any time until the Maturity Date, subject to “Qualified Financing.” Qualified Financing means the next equity round of financing of the Company that raises not less than $10,000,000 gross proceeds from institutional(s) or commercial lender(s) in the aggregate with any combination of Common Stock (valued at the close of the Trading Day on the date of the closing for the financing) or debt. In the event of Qualified Financing, the Convertible Promissory Notes will automatically convert 100% of the principal amount into Common Stock at a conversion price equal to $2.50 per share. As of March 31, 2019, we accrued $65,291 of interest expense related to the Convertible Promissory Notes.

On February 28, 2019, the company notified the holders of an offer to convert Convertible Promissory Notes and Accrued Interest into Common Stock at a conversion price of $2.00 per share and receive one-half warrant exercisable at $2.40 per share for five years in conjunction with each converted share On March 29, 2019, the Company converted $1,410,000 of Convertible Promissory Notes and $52,065 of Accrued Interest into 731,039 shares of Common Stock and issued Warrants to purchase 365,523 shares of Common Stock. The offer ended on March 29, 2019 at 11:59 PM. As a result of the conversion of the Convertible Promissory Notes, the Company accrued $42,300 for a 3% cash conversion fee on the principal converted payable to the placement agent, Paulson Investment Company. Additionally, $118,351 of Unamortized Note Issuance Costs were amortized and $358,800 of Interest Expenses related to the reduction in conversion price were recognized as result of the conversions.

The holders that did not elect to convert their notes during this period have the option to convert their entire principal of the Convertible Promissory Note into Common Stock per the terms of the original agreement.

As of March 31, 2019, there was $300,000 in principal remaining and $23,145 of Unamortized Note Issuance Costs.

On June 5, 2019, the remaining $300,000 of Convertible Promissory Notes were mandatorily converted into shares of our common stock pursuant to the terms of the Note. The Company converted $300,000 of Convertible Promissory Notes and $18,226 of Accrued Interest were converted into 127,291 shares of Common Stock at a conversion price of $2.50. The Company accrued $9,000 for a 3% cash conversion fee on the principal converted payable to the placement agent, Paulson Investment Company.

14

AMMO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2019 and March 31, 2019

(Unaudited)

NOTE 7 – NOTES PAYABLE – RELATED PARTY

In connection with the acquisition of the casing division of Jagemann Stamping Company, a $10,400,000 promissory note was executed and is described in Note 10. The promissory note, under which $500,000 was paid on March 25, 2019 using funds raised for the acquisition, had a remaining balance at March 31, 2019 of $9,900,000. On April 30, 2019, the original due date of the note was subsequently extended to April 1, 2020. The note bears interest per annum at approximately 4.6% payable in arrears monthly until October 1, 2019 when the interest rate increases to 9% per annum payable monthly until principal and accrued interest are paid in full. In May of 2019, the Company paid $1,500,000 on the balance of the note. As of March 31, 2019, we accrued interest of $22,196 related to the note. The note is secured by all the equipment purchased from Jagemann Stamping Company and was valued at $18,869,541 in the accompanying financial statements.

On May 3, 2019, the Company entered into a promissory note of $375,000 with a shareholder of the Company. The note bears interest at a per annum of 2.56%. The note has a maturity date of August 3, 2019.

NOTE 8 – CAPITAL STOCK

During the three month period ended June 30, 2019, we issued 1,256,833 shares of common stock as follows:

● 898,550 shares were sold to investors for $1,797,100

● 127,291 shares were issued for the conversion of Convertible Promissory Notes valued at $318,226

● 63,492 shares were issued for services valued at $200,000

● 167,500 shares valued at $333,250 were issued to employees, members of the Board of Directors, and members of the Advisory Committee as compensation

In December of 2018, we entered into a placement agreement to secure equity capital from qualified investors to provide funds to our operations. The offering consisted of Units priced at $2.00, which included one share of common stock and one five-year warrant to purchase an additional half-share of common stock for an exercise price of $2.40 per share. Effectively, every two units purchased provided the investor with a five-year warrant at an exercise price of $2.40 per share. Units sold under this agreement totaled 898,550 shares of common stock and 449,275 warrants for $1,797,100 for the three month period ended June 30, 2019.

For services provided under the placement agreements, the placement agent collected a 12% cash fee on the sale of every Unit and a fee payable in warrants equaling 12% of the total Units sold. These warrants have a term of five years and an exercise price of $2.00 per share. The cash fee totaled $164,567 for the three month period ended June 30, 2019, including reimbursed expenses.

At June 30, 2019, outstanding and exercisable stock purchase warrants consisted of the following:

	Number of Shares		Weighted Averaged Exercise Price		Weighted Average Life Remaining (Years)
Outstanding at March 31, 2019	$	8,143,115	$	2.09		4.35
Granted		503,101		2.36		4.80
Exercised		-		-		-
Forfeited or cancelled		-		-		-
Outstanding at June 30, 2019		8,646,216	$	2.11		4.13
Exercisable at June 30, 2019		8,646,216	$	2.11		4.13

As of June 30, 2019, we had 8,646,216 warrants outstanding. Each warrant provides the holder the right to purchase up to one share of our Common Stock at a predetermined exercise price. The outstanding warrants consist of (1) warrants to purchase an aggregate of 349,060 shares of Common Stock at an average price of $2.50 per share until March 2020; (2) warrants to purchase 966,494 shares of Common Stock at an exercise price of $1.65 per share until April 2025; (3) warrants to purchase 4,601,639 shares of our Common Stock at an exercise price of $2.00 per share over the next three to five years; and (4) warrants to purchase 2,729,023 shares of Common Stock at an exercise price of $2.40 over the next five years.

NOTE 9 - SUBSEQUENT EVENTS

As of August 13, 2019, the Company received approximately $1.2 million in financing from FSW Funding as a result of recently implemented accounts receivable financing.

As of August 13, 2019, we sold an additional 47,500 shares of common stock for $95,000 and issued 23,750 common stock purchase warrants exercisable at $2.40. We accrued commissions of $11,400 and 5,700 warrants payable in connection with the sale of these shares to the placement agent.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Management’s Discussion and Analysis of Financial Condition and Results of Operations is provided to assist the reader in understanding the results of operations, financial condition and liquidity through the eyes of our management team. This section should be read in conjunction with other sections of this Quarterly Report, specifically, Selected Financial Statements and Supplementary Data.

FORWARD-LOOKING STATEMENTS

This document contains certain “forward-looking statements”. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies, goals and objectives of management for future operations; any statements concerning proposed new products and services or developments thereof; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.

Forward looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect,” or “anticipate,” or other similar words, or the negative thereof. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. We do not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the dates they are made. You should, however, consult further disclosures and risk factors we include in Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Reports filed on Form 8-K.

In our Form 10-K, Form 10-Q, and Form 8-K filings with the Securities and Exchange Commission, references to “AMMO, Inc.”, “AMMO”, “the Company”, “we,” “us,” “our” and similar terms refer to AMMO, Inc. and its wholly owned operating subsidiaries AMMO Munitions, Inc., Enlight Group II, LLC d/b/a Jagemann Munition Components (“Jagemann Munition Components”), SNI, LLC and AMMO Technologies, Inc. (inactive).

Overview

Our vision is to modernize the ammunition industry by bringing new technologies to market. We intend to do that through acquisition and application of intellectual property that is unique to the industry and through investing in manufacturing equipment and processes that enable us to compete globally.

When we began our operations in early 2017, our focus was to sell the inventory of ammunition we acquired through an asset purchase of a private company located in northern Arizona. The inventory consisted primarily of standard pistol and rifle rounds and two proprietary lines that had not received much traction in the market. We sold the remaining inventory at a discount during 2017 to help fund the development of our manufacturing operations. This accounted for the majority of our sales through the end of the third quarter of the calendar year of 2017.

With the prior inventory successfully sold and new products being produced, our next objective for the calendar year ending December 31, 2017 was to identify ammunition technologies unique to the industry that could be quickly implemented by our manufacturing team. We met with several organizations and projectile manufacturers looking for innovative products that could be used to establish us as a niche or high-end manufacturer for the recreational shooter, the American hunter, law enforcement, and military forces. Among the first of these technologies to meet our requirements was STREAK VISUAL AMMUNITION™, a one-way luminescent or OWL Technology application. We believe our STREAK VISUAL AMMUNITION™ line is the only non-incendiary tracer round in the ammunition market today. We secured the exclusive license to manufacture and sell the STREAK VISUAL AMMUNITION™ line of ammunition in 2017. We have filed for and received Trademark Protection for the STREAK VISUAL AMMUNITION™ product name from the United States Patent and Trademark Office (USPTO) on July 17, 2018 Additionally, we filed for Trademark Protection for the O.W.L. Technology^TM product name on June 6, 2018.

We formally introduced the STREAK VISUAL AMMUNITION™ portfolio of calibers, along with our rebranded One Precise Shot (OPS) and Stelth subsonic line of suppression ammunition, to the general public at the SHOT Show in Las Vegas held in January 2018. This product introduction resulted in the opening of major retail outlets across the United States and attracted the attention of distributors in the international community. We believe this was a critical milestone in establishing us as a significant player in technology-based ammunition.

16

To help promote our new products, we hired new sales and marketing personnel in late 2017, and early 2018. We also augmented our Board of Directors to include professionals who could provide guidance for our teams through their prior experience in the industries we have targeted: commercial retail – focused on the gun or hunting enthusiast; US Law Enforcement; the US Military; and international markets for both military and law enforcement. Together this team has worked to open sales channels and distribution networks and capitalize on industry relationships to introduce our products to the influencers required to grow our sales.

During the summer of 2018, we also began conversations to acquire a small technology company named SW Kenetics Inc. SW Kenetics Inc. developed an innovative line of modular projectiles primarily geared toward tactical military operations. On July 6, 2018 we signed a letter of intent to purchase their company, as we believe their designs, coupled with our STREAK or O.W.L. Technology will position us to more aptly complete for military contracts. On September 27, 2018, we entered into a definitive agreement and plan of merger to acquire SW Kenetics Inc. for a total of up to $1,500,000 in cash and issue 1,700,002 restricted shares of the Company’s common stock. The agreement specifies that $1,250,000 of the cash is deferred pending completion of specific milestones and the 1,700,002 shares of common stock are subject to claw back provisions to ensure agreed upon objective are met. The acquisition was completed on October 5, 2018.

On March 15, 2019, Enlight Group II, LLC, a wholly owned subsidiary of AMMO, Inc., completed its acquisition of 100% of the assets of Jagemann Stamping Company’s ammunition casing, projectile manufacturing and sales operations pursuant to the terms of the Amended and Restated Asset Purchase Agreement dated March 14, 2019. In accordance with the terms of the Amended APA, Enlight Group II, LLC paid Jagemann Stamping Company a combination of $7,000,000 in cash, $10,400,000 delivered in the form of a Promissory Note, and 4,750,000 shares of AMMO, Inc. common stock.

This acquisition was a critical element in the Company’s long-term strategy as it secures its supply chain for these important components and creates a more competitive pricing structure that it can leverage across all its targeted markets. This also greatly enhances the Company’s plant capacity and technical expertise required for the further development of military grade projectiles.

Our Global Tactical Defense Division’s innovative line of match grade hard armor piercing incendiary (HAPI) rounds, branded as TAC-P™ precision tactical munitions, are the centerpiece of the Company’s strategy to address the unique needs the armed forces community demands are met by their equipment. Following AMMO’s acquisition of Jagemann Casings in March, the Company has aligned its manufacturing operations to support the large caliber demand from military personnel, such as the 12.7mm and .50 caliber BMG configurations.

The focus for our 2020 fiscal year is to continue to expand our brand presence into the markets identified above and to continue to grow our sales within our targeted markets. We intend to do this through establishing key strategic relationships, enrolling in government procurement programs, establishing relationships with leading law enforcement associations and programs, expanding distributor channels, and revitalized marketing campaigns.

We also intend to increase our product offerings through potential acquisitions that bring new technologies that provide solutions for United States Military requirements. Our first step in this process is the addition of equipment to support the manufacture of 50 caliber ammunition. Not only is there an increasing demand for quality ammunition in this category for military applications, it also has a growing demand from commercial markets, and gun enthusiasts.

Our addressable market includes the 2.6 million law enforcement officers around the world (800,000 domestically and 1.8 million internationally) who annually recertify with their firearms; 1.3 million enlisted personnel in the U.S. Armed Forces, and more than 30 million handgun owning households in the United States with later expansion to international markets for civilian purchasers which, based on industry statistics, represents addressable revenue of billions of dollars annually. Each of these markets has unique challenges or barriers to entry. We believe with the strategies we are developing; we will be well positioned to grow our future market share based on our commitment to innovation and meeting the changing needs and demographics of ammunition buyers.

17

Our History

Our ammunition manufacturing business has been fully operational for just over two years. Although our corporate entity commenced in 1990 as a textile manufacturer and importer, then called Retrospettiva, our manufacturing operations formally began in March of 2017 when we acquired our ammunition business.

Results of Operations

Our financial results for the three months ended June 30, 2019 reflect our newly positioned organization. We believe that we have hired a strong team of professionals, developed innovative products, and continue to raise capital sufficient to establish our presence as a high-quality ammunition provider. Although we continue to focus on growing our top line revenue, and streamlining our operations, we did experience a decline in our gross profit margin for the three months ended June 30, 2019. This was the result of a significant increase in depreciation and amortization expenses related to the addition of assets from the acquisition of Jagemann Stamping Company’s ammunition casing, projectile manufacturing, and sales operations (“Jagemann Casings”), sales of products that carry lower margins, as well as increases to costs of raw materials and overhead.

The following table presents summarized financial information taken from our consolidated statements of operations for the three months ended June 30, 2019 compared with the three months ended June 30, 2018:

	For the Three Months Ending
	June 30, 2019			June 30, 2018
	(Unaudited)			(Unaudited)
Net Sales	$	4,298,580		$	1,250,028
Cost of Products Sold		4,951,796			1,105,456
Gross Margin		(653,216	)		144,572
Sales, General & Administrative Expenses		2,994,125			1,923,901
Loss from Operations		(3,647,341	)		(1,779,329	)
Other income (expense)		(194,061	)		(1,497	)
Loss before provision for income taxes	$	(3,841,402	)	$	(1,780,826	)
Provision for income taxes		-			-
Net Loss	$	(3,841,402	)	$	(1,780,826	)

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Non-GAAP Financial Measures

We analyze operational and financial data to evaluate our business, allocate our resources, and assess our performance. In addition to total net sales, net income (loss), and other results under generally accepted accounting principles (GAAP), the following information includes key operating metrics and non-GAAP financial measures we use to evaluate our business. We believe these measures are useful for period-to-period comparisons of the Company. We have included these non-GAAP financial measures in this Quarterly Report on Form 10-Q because they are key measures we use to evaluate our operational performance, produce future strategies for our operations, and make strategic decisions, including those relating to operating expenses and the allocation of our resources. Accordingly, we believe these measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.

Adjusted EBITDA

		For the Three Months Ended June 30, 2019
Reconciliation of GAAP net income to Adjusted EBITDA
Net (Loss)	$	(3,841,402	)
Employee stock awards		333,250
Stock grants		201,512
Stock for services		200,000
Depreciation and amortization		1,068,431
Interest expense, net		194,061
Adjusted EBITDA	$	(1,844,148	)

Adjusted EBITDA is a non-GAAP financial measures that displays our net loss, adjusted to eliminate the effect of certain items as described below.

We have excluded the following non-cash expenses from our non-GAAP financial measures: depreciation and amortization, and share-based compensation expenses. We believe it is useful to exclude these non-cash expenses because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations.

Adjusted EBITDA as a non-GAAP financial measure also excludes other cash interest income and expense, as these items are not components of our core operations. We have not included adjustment for any provision or benefit for income taxes as we currently record a valuation allowance.

Non-GAAP financial measures have limitations, should be considered as supplemental in nature and are not meant as a substitute for the related financial information prepared in accordance with GAAP. These limitations include the following:

● Employee stock awards and stock grants expense has been, and will continue to be for the foreseeable future, a significant recurring expense in the Company and an important part of our compensation strategy;

● the assets being depreciated or amortized may have to be replaced in the future, and the non-GAAP financial measures do not reflect cash capital expenditure requirements for such replacements or for new capital expenditures or other capital commitments; and

● non-GAAP measures do not reflect changes in, or cash requirements for, our working capital needs

● other companies, including companies in our industry, may calculate the non-GAAP financial measures differently or not at all, which reduces their usefulness as comparative measures

Because of these limitations, you should consider the non-GAAP financial measures alongside other financial performance measures, including our net loss and our other financial results presented in accordance with GAAP.

Net Sales

The following table shows our net sales by proprietary ammunition versus standard ammunition for the periods ended June 30, 2019 and June 30, 2018. “Proprietary Ammunition” include those lines of ammunition manufactured by our facilities that are sold under the brand names: STREAK VISUAL AMMUNITION™, One Precise Shot (OPS), Night Ops, Jeff Rann, and Stelth. We define “Standard Ammunition” as non-proprietary ammunition that directly competes with other brand manufacturers. The majority of our “Standard Ammunition” is manufactured within our facility and may also include completed ammunition that has been acquired in the open market for sale to others. Also included in this category is low cost target pistol and rifle ammunition, as well as bulk packaged ammunition manufactured by us using reprocessed brass casings. Ammunition within this product line typically carries much lower gross margins.

	For the Three Months Ending
	June 30, 2019		June 30, 2018
Proprietary Ammunition	$	198,296	$	725,915
Standard Ammunition		943,203		524,113
Ammunition Casings		3,157,081		-
Total Sales	$	4,298,580	$	1,250,028

Sales for the three months ended June 30, 2019 increased 244% or $3,048,552 over the three months ended June 30, 2018, respectively. This increase was the result of $3,157,081 of sales from our recently acquired casing operations, coupled with $419,090 of increased sales in bulk pistol and rifle ammunition, summarized in Standard Ammunition above and a decrease of $527,619 of sales of Proprietary Ammunition. Although Proprietary Ammunition sales decreased in the current period increased from the comparable periods, management expects the sales of Proprietary Ammunition to outpace the sales of our Standard Ammunition.

We are focused on continuing to grow top line revenue quarter-over-quarter as we continue to further expand distribution into commercial markets, introduce new product lines, and initiate sales to U.S. law enforcement, military, and international markets.

We added ammunition casings to our product offerings at March 15, 2019 and expect the ammunition casing sales to be a significant part of our sales moving forward.

We also created through our acquisition of SWK, a new line of tactical precision ammunition, TAC-P^TM, to meet the lethality requirements of both the US and foreign military customers. This line was formally launched at SHOT Show in Vegas, where our Global Tactical Defense Group demonstrated or presented the capability to more than 15 countries around the world.

It is important to note that, although U.S. Law Enforcement, military and international markets represent significant opportunities for our company, they also have a long sales cycle. Our Global Tactical Defense Division is currently working to establish distribution, both in the United States and abroad. To date, we have signed three U.S. distributors, covering 15 states, a sales representative to assist with U.S. Military sales, and are working to establish exclusive distribution in several countries approved by the U.S. State Department.

Sales outside of the United States require licenses and approval from the U.S. State Department, which could take six months to a year for processing. On April 16, 2019, we received renewal for our registration with the International Traffic in Arms Regulations (ITAR). This permits the Company to manufacture, broker, and export ammunition and other items covered under ITAR. Each transaction will be reviewed on a per order basis to comply with ITAR.

19

Cost of Goods Sold

Cost of goods sold increased by approximately $3.8 million for the three months ended June 30, 2019 compared with the three months ended June 30, 2018. This was the result of a significant increase to non-cash depreciation related to our newly acquired casing operations, expensing of increased labor, overhead, and raw materials used to produce finished product during 2019 as compared to 2018. Although sales increased, when comparing the three months ended June 30, 2019 to the three months ended June 30, 2018, they did not meet management’s expectations and did not allow us to cover a greater percentage of our fixed manufacturing costs, which include our non-cash amortization and depreciation expense. As a percentage of sales, cost of goods sold increased by 30.2% from 88.4% for the three months ended June 30, 2018 to 115.2% for the three months ended June 30, 2019.

Gross Margin

Our gross margin percentage decreased to -15.1% from 11.6% during the three months ended June 30, 2019 as compared to the same period in 2018. This was a result of the increased non-cash depreciation related to our recently acquired casing operations and a level of sales that did not allow us to cover a greater percentage of our fixed manufacturing costs, which include our non-cash amortization and depreciation expense.

Our production facility was designed to manufacture approximately 200 million rounds of ammunition a year, when fully staffed. To date, we are operating at a fraction of that volume, while maintaining equivalent quality systems, regulatory compliance, equipment and facility costs, as well as plant management.

We believe as we continue to grow sales through new markets and expanded distribution that our gross margins will also increase, as evidenced by the improvement over this time last year. Our goal in the next 12 to 24 months is to continue to improve our gross margins. This will be accomplished through the following:

● Increased product sales, specifically of proprietary lines of ammunition, like the STREAK VISUAL AMMUNITION™, OPS, Stelth and now our TAC-P line, all of which carry higher margins as a percentage of their selling price;

● Introduction of new lines of ammunition that historically carry higher margins in the consumer and government sectors;

● Reduced component costs through acquisition our recent casing operation acquisition expansion of strategic relationships with component providers;

● Expanded use of automation equipment that reduces the total labor required to assemble finished products

● And, better leverage of our fixed costs through expanded production to support the sales objectives.

Sales, General, and Administrative Expenses

During the three months ended June 30, 2019, our sales, general, and administrative expenses increased by approximately $1.1 million over the three months ended June 30, 2018, but decrease as a percentage of sales from 153.9% in 2018 to 69.7% in 2019. This increase in expenses was the result of non-cash amortization expense of $416,869 and increased payroll expense from our newly acquired casing operations and due to the expansion our sales and support team, stock compensation expense associated with issuance of our Common Stock in lieu of cash compensation for employees, newly appointed board members, and key consultants for the organization during the period, and trade show and marketing costs associated with introducing our new lines of ammunition. Sales, general and administrative expenses for 2019 included noncash stock compensation of approximately $735,000. We also experienced increases as a result of new investor and public relations programs, and professional fees associated with our acquisition activity, our public filings, and our efforts to uplist the Company from the OTC to a national exchange. We expect to see administrative expenditures decrease as a percentage of sales in the 2020 fiscal year, as we leverage our work force and expand our sales opportunities.

20

Interest and other Expenses

For the three months ended June 30, 2019, interest expenses increased by $192,564 compared with the comparable three months in 2018. The increase was a result of $29,143 of non-cash interest expense and debt discount amortization related to the Convertible Promissory Notes, $56,065 of non-cash interest expense related to the recognition of Right of Use assets and Lease Liabilities, and $85,208 of accrued interest expense in connection with related party note payables.

Net Loss

As a result of higher production, selling, and payroll expenses, we ended the three month period ended June 30, 2019 with a net loss of approximately $3.8 million compared with a net loss of approximately $1.8 million for the three month period ended June 30, 2018.

Our goal is to continue to improve our operating results as we focus on increasing sales and controlling our operating expenses.

Liquidity and Capital Resources

As of June 30, 2019, we had $538,983 of cash and cash equivalents, a decrease of $1,642,263 from March 31, 2019.

Working Capital is summarized and compared as follows:

	June 30, 2019			March 31, 2019
Current assets	$	9,846,714		$	8,626,870
Current liabilities		14,766,073			4,482,375
	$	(4,919,359	)	$	4,144,495

Changes in cash flows are summarized as follows:

Operating Activities

For the three months ended June 30, 2019, net cash used in operations totaled $1,747,481. This was primarily the result of a net loss of $3,841,402, increases in our period end accounts receivable and inventories of $1,628,595 and $780,524, respectively, and increases to our accounts payable and accrued liabilities of $2,651,692. The cash used in operations were partially offset by the benefit of non-cash expenses for depreciation and amortization of $1,068,431, employee stock compensation of $333,250, stock issued for services of $200,000, and stock grants totaling $201,512.

For the three-month period ended June 30, 2018, net cash used in operations totaled $1,774,419. This was the result of a net loss of $1,780,826, increases in our period end inventory of $718,232, a $164,157 decrease in accounts payable and accrued liabilities, and increases in deposits of $132,178, much of which was used for equipment and marketing endcaps. The cash used in operations were partially offset by a reduction in accounts receivable, and the benefit of non-cash expenses for depreciation and amortization of $88,692, employee stock compensation of $319,375, and stock grants totaling $111,402.

21

Investing Activities

During the three months ended June 30, 2019, we used $250,449 in net cash for investing activities compared with $566,354 for the comparable period in 2018. The $250,449 of cash used to purchase fixed assets such as new production equipment and leasehold improvements to expand production at our Payson, Arizona manufacturing facility, to acquire end cap displays for the sale of our product at retailers.

During the three-month period ended June 30, 2018, we used $566,364 in net cash for investing activities. The $566,364 was used to purchase fixed assets such as equipment and leasehold improvements to increase production at our Payson, Arizona manufacturing facility, and end caps displays for the sale of our product at retailers.

Financing Activities

We financed our operations primarily from the issuance of equity instruments. During the three months ended June 30, 2019, net cash provided by financing activities was $355,667. This was the net effect of $1,797,100 generated from the sale of Common Stock, net of cash payments of $189,567 in conjunction with the Unit offerings. Additionally, $375,000 of cash was generated from the issuance of a related party note payable, These increases to our financing activities were offset by payment of $1,500,000 on the related party note to Jagemann Stamping Company, $76,866 toward our insurance premium note payable and a $50,000 payment of our Contingent Consideration Payable.

We financed our operations primarily from the issuance of equity instruments. During the three-month period ended June 30, 2018, net cash provided by financing activities was $5,025,662. This was the net effect of $3,247,030 generated from the sale of Common Stock, $2,354,125 from the exercise of warrants, net of cash payments of $545,359 to our investment banker in conjunction with the Unit offering, as well as a payment of $30,134 toward our insurance premium note payable.

Liquidity and Capital Resources

Existing working capital, cash flow from operations, bank borrowings, and sales of equity and debt securities are expected to be adequate to fund our operations over the next 12 months. Generally, we have financed operations to date through the proceeds of stock sales, bank financings, and related-party notes.

We believe financing will be available, both through conventional financing relationships and through the continued sales of our Common Stock. However, there is no assurance that such funding will be available on terms acceptable to us or at all. We believe that our current cash on hand, coupled with alternative sources of funding, will be sufficient to satisfy intended capital expenditures, potential acquisitions and general liquidity requirements through at least the next 12 months.

22

Contractual Obligations

As part of the acquisition of our business, we assumed a triple-net operating lease for our 20,000 square foot manufacturing facility located in Payson, Arizona. The terms of the lease provide for a monthly payment of approximately $10,000, which includes an estimate for utilities, taxes, and repairs. This lease expires in November 2021.

We believe this facility will be adequate to meet our needs in the near future. However, we are making plans to expand the building footprint to accommodate additional automation equipment. We intend to pay for these improvements from working capital and will amortize the costs over the remaining lease period.

The following table outlines our future contractual financial obligations associated with this lease by period in which payment is expected, as of June 30, 2019:

	2020		2021		2022		Total
Payson Lease	$	90,000	$	120,000	$	80,000	$	290,000

On October 16, 2018, we entered into a triple-net operation lease for approximately 21,000 square feet of office and warehousing space located at 7681 East Gray Road, Scottsdale, Arizona. The initial term of the of the Lease expires on December 31, 2023. The terms of the lease provide for a monthly payment of approximately $17,702, which will increase by approximately 4.4% each year.

The following table outlines our future contractual financial obligations associated with this lease by fiscal period in which payment is expected, as of June 30, 2019:

	2020		2021		2022		2023		2024		Total
Scottsdale Lease	$	163,485	$	226,587	$	236,583	$	246,580	$	147,240	$	1,020,475

On March 14, 2019, we entered into a lease for our 50,000 square foot ammunition casing manufacturing facility located in Manitowoc, Wisconsin. The terms of the lease provide for a monthly payment of approximately $32,844. The lease expires in March of 2026 and can be renewed every three years thereafter.

The following table outlines our future contractual financial obligations associated with this lease by fiscal period in which payment is expected, as of June 30, 2019:

	2020		2021		2022		2023		2024		2025		2026		Total
Manitowoc Lease	$	295,596	$	394,128	$	394,128	$	394,128	$	394,128	$	394,128	$	394,128	$	2,660,364

In connection with the acquisition of SW Kenectics, Inc. The agreement specifies that $1,250,000 of consideration is deferred pending the completion of specific milestones. Since the acquisition date, the Company has made $100,000 in payment to the shareholder of SW Kenetics, Inc. in connection with the completion of milestones. The $100,000 payment reduced the Contingent Consideration Payable. As a result of the deferral of consideration pending the completion of specific milestones, the Company has estimated the timing of the future obligations.

The following table outlines our future contractual financial obligations associated with this contingent consideration payable by fiscal period in which payments is expected as of June 30, 2019:

	2020		2021
Contingent Consideration Payable	$	250,000	$	900,000

23

In connection with the acquisition of the casing division of Jagemann Stamping Company, a promissory note was executed. The promissory note, under which $500,000 was paid on March 25, 2019 using funds raised for the acquisition, had a remaining balance at March 31, 2019 of $9,900,000. On April 30, 2019, the original due date of the note was subsequently extended to April 1, 2020. The note bears interest per annum at approximately 4.6% payable in arrears monthly until October 1, 2019 when the interest rate increases to 9% per annum payable monthly until principal and accrued interest are paid in full. In May of 2019, the Company paid $1,500,000 on the balance of the Note. As of June 30, 2019, we accrued interest of $127,036 related to the note.

The following table outlines our future contractual financial obligations associated with this note by fiscal period in which payments is expected as of June 30, 2019:

	2020		2021
Note Payable Related Party	$	-	$	8,400,000

Off-Balance Sheet Arrangements

As of June 30, 2019, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, net sales, expenses, results of operations, liquidity capital expenditures, or capital resources.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operation are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounted of assets, liabilities, revenues, and expenses. We have identified several accounting principles that we believe are key to the understanding of our financial statements. These important accounting policies require our most difficult subjective judgements.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affected the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Inventory

We state inventories at the lower of cost and net realizable value. We determine cost by using the weighted-average cost of raw materials method, which approximates the first-in, first-out method and includes allocations of manufacturing labor and overhead. We make provisions when necessary, to reduce excess, potential damaged or obsolete inventories. These provisions are based on our best estimates. At June 30, 2019, and March 31, 2019, we conducted a full analysis of inventory on hand and expensed all inventory not currently in use, or for which there was no future demand.

Research and Development

To date, we have expensed all costs associated with developing our product specifications, manufacturing procedures, and products through our cost of products sold, as this work was done by the same employees who produced the finished product. We anticipate that it may become necessary to reclassify research and development costs into our operating expenditures for reporting purposes as we begin to develop new technologies and lines of ammunition.

24

Revenue Recognition

We generate revenue from the production and sale of ammunition. We recognize revenue according to ASC 606. When the customer obtains control over the promised goods or services, we record revenue in the amount of consideration that we can expect to receive in exchange for those goods and services. The Company applies the following five-step model to determine revenue recognition:

● Identification of a contract with a customer

● Identification of the performance obligations in the contact

● determination of the transaction price

● allocation of the transaction price to the separate performance allocation

● recognition of revenue when performance obligations are satisfied

The Company only applies the five-step model when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception and once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. If a contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Our contracts contain a single performance obligation and the entire transaction price is allocated to the single performance obligation. We recognize as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Accordingly, we recognize revenues (net) when the customer obtains control of the Company’s product, which typically occurs upon shipment of the product.

Excise Tax

As a result of regulations imposed by the Federal Government for sales of ammunition to non-government U.S. entities, we charge and collect an 11% excise tax for all products sold into these channels. During the three months ended June 30, 2019, and the three month period ended June 30, 2018, we recognized $114,285 and $131,339, respectively, in excise taxes. For ease in selling to commercial markets, excise tax is included in our unit price for the products sold. We record this through net sales and expense the offsetting tax expense to cost of goods sold.

Fair Value of Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to us as of June 30, 2019. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair value. These financial instruments include cash, accounts payable, and amounts due to related parties. Fair values were assumed to approximate carrying values because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

Income Taxes

We follow ASC subtopic 740-10, “Accounting for Income Taxes”) for recording the provision for income taxes. ASC 740-10 requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggest that is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

Stock-Based Compensation

We grant stock-based compensation to key employees and directors as a means of attracting and retaining highly qualified personnel. We also grant stock in lieu of cash compensation for key consultants and service providers. We recognize expense related to stock-based payment transactions in which we receive employee or non-employee services in exchange for equity. We measure stock compensation based on the closing fair market value of our Common Stock on the date of grant.

In addition to our base of employees, we also use the services of several contract personnel and other professionals on an “as needed basis”. We plan to continue to use consultants, legal and patent attorneys, engineers and accountants as necessary. We may also expand our staff to support the market roll-out of our products to both the commercial and government related organizations. A portion of any key employee compensation likely would include direct stock grants, which would dilute the ownership interest of holders of existing shares of our Common Stock.

25

Expected purchase or sale of plant and significant equipment

We anticipate investing significant resources in the purchase equipment and ammunition technologies in the coming months as we scale production operations throughout the fiscal year of 2020. These purchases will be funded through working capital, the sale of our common stock, convertible debt, and bank financing. We believe these additions will significantly improve our plant capacity and reduce our cost per unit sold.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2019. Based on the evaluation of these disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.

Changes in internal controls

There were no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) promulgated under the Exchange Act, during the Quarterly period from April 1, 2019 to June 30, 2019, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

26

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are involved in or subject to, or may become involved in or subject to, routine litigation, claims, disputes, proceedings and investigations in the ordinary course of business.  While the outcome of lawsuits and other proceedings against us cannot be predicted with certainty, in the opinion of management, individually or in the aggregate, no such lawsuits are expected to have a material effect on our financial position, results of operations or cash flows.  We record accruals for contingencies when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

1. Quarterly Issuances:

The authorized capital of the Company is 200,000,000 shares of Common Stock with a par value of $0.001 per share and 10,000,000 shares of Preferred Stock with a $0.001 par value per share. During the Quarterly period from April 1, 2019 to June 30, 2019, 898,550 shares of common stock and warrants to purchase 449,275 shares of common stock were issued at a price per shares of $2.00 and a total of $1,797,100 proceeds were collected. These shares were issued to investors through a private placement offering by Paulson Investments Company, the placement agent. The cash fee to the placement agent totaled $164,567 for the three month period ended June 30, 2019, including reimbursed expenses. The Company issued 63,492 shares of common stock for services provided to the company at a price per share of $3.15, totaling $200,000. 127,291 shares of common stock were issued for the conversion of Convertible Promissory Notes for a total value of $318,226. Additionally, 167,500 shares valued at a total of $333,250 or approximately $1.99 per share were issued for employee stock compensation.

The previously mentioned securities were issued in reliance on the exemptions from registration under the Securities Act in Section 4(a)(2) of the Securities Act and Regulation D thereunder.

2. Subsequent Issuances:

As of August 13, 2019, we sold an additional 47,500 shares of common stock and issued 23,750 common stock purchase warrants exercisable at $2.40 for a total of $95,000. We accrued commissions of $11,400 and 5,700 warrants payable in connection with the sale of these shares to the placement agent.

The previously mentioned securities were issued in reliance on the exemptions from registration under the Securities Act in Section 4(a)(2) of the Securities Act and Regulation D thereunder.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

Exhibit Number	Exhibit
31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Fred W. Wagenhals.
31.2	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Rob Wiley.
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Fred W. Wagenhals.
32.2	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Rob Wiley.

27

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AMMO, INC.
	/s/ Fred W. Wagenhals
Dated: August 14, 2019	By:	Fred W. Wagenhals, Chief Executive Officer

	/s/ Rob Wiley
Dated: August 14, 2019	By:	Rob Wiley, Chief Financial Officer

28

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Fred W. Wagenhals, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Ammo, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 14, 2019	By:	/s/ Fred W. Wagenhals
	Name:	Fred W. Wagenhals
	Title:	Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Rob Wiley, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Ammo, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 14, 2019	By:	/s/ Rob Wiley
	Name:	Rob Wiley
	Title:	Chief Financial Officer (Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with Quarterly Report of AMMO, Inc. (the “ Company”) on Form 10-Q for the period ended June 30, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Fred W. Wagenhals, Chief Executive Officer (Principal Executive Officer) of the Company, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Quarterly Report fully complies with the requirements of Section 13a-14(b) or 15d-14(b) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 14, 2019	By:	/s/ Fred W. Wagenhals
	Name:	Fred W. Wagenhals
	Title:	Chief Executive Officer (Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with Quarterly Report of AMMO, Inc. (the “ Company”) on Form 10-Q for the period ended June 30, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Rob Wiley, Chief Financial Officer (Principal Financial Officer) of the Company, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Quarterly Report fully complies with the requirements of Section 13a-14(b) or 15d-14(b) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 14, 2019	By:	/s/ Rob Wiley
	Name:	Rob Wiley
	Title:	Chief Financial Officer (Principal Financial Officer)

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Document and Entity Information - shares	3 Months Ended
	Jun. 30, 2019	Aug. 14, 2019
Document And Entity Information
Entity Registrant Name	AMMO, INC.
Entity Central Index Key	0001015383
Document Type	10-Q
Document Period End Date	Jun. 30, 2019
Amendment Flag	false
Current Fiscal Year End Date	--03-31
Entity's Reporting Status Current	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	false
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		45,317,408
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020

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Consolidated Balance Sheets - USD ($)	Jun. 30, 2019	Mar. 31, 2019
Current Assets:
Cash	$ 538,983	$ 2,181,246
Accounts receivable, net of allowance for doubtful account of $25,721 at June 30, 2019 and $129,635 at March 31, 2019	2,958,150	1,225,911
Due from related parties	34,558	19,565
Inventories, at lower cost or market, principally average cost method	5,553,121	4,772,597
Prepaid expenses	278,030	427,551
Current portion of right of use assets	483,872
Total Current Assets	9,846,714	8,626,870
Equipment, net of accumulated depreciation of $1,098,818 at June 30, 2019 and $516,144 at March 31, 2019	21,667,562	21,999,787
Other Assets:
Deposits	54,133	29,034
Licensing agreements, net of accumulated amortization of $120,833 at June 30, 2019 and $108,833 at March 31, 2019	129,167	141,667
Patents, net of accumulated amortization of $191,089 at June 30, 2019 and $134,701 at March 31, 2019	6,882,916	6,939,304
Other Intangible Assets, net of accumulated amortization of $478,672 at June 30, 2019 and $61,803 at March 31, 2019	5,433,633	5,850,502
Right of use assets - operating leases	3,923,050
TOTAL ASSETS	47,937,175	43,587,164
Current Liabilities:
Accounts payable	4,436,087	1,920,344
Accrued liabilities	667,383	531,434
Note payable related party	375,000
Current portion of operating lease liability	483,872
Insurance premium note payable	153,731	230,597
Current portion of note payable related party	8,400,000	1,500,000
Contingent consideration payable	250,000	300,000
Total Current Liabilities	14,766,073	4,482,375
Long-term Liabilities:
Convertible promissory notes, net of $24,144 of note issuance costs at March 31, 2019		275,856
Contingent consideration payable	900,000	900,000
Note payable related party		8,400,000
Operating lease liability, net of current portion	3,923,050
Total Liabilities	19,589,123	14,058,231
Shareholders' Equity:
Common stock, $0.001 par value, 200,000,000 shares authorized 45,269,908 at June 30, 2019 and 44,013,075 shares issued and outstanding at March 31, 2019, respectively	45,270	44,013
Additional paid-in capital	51,594,749	48,935,485
Accumulated (Deficit)	(23,291,967)	(19,450,565)
Total Shareholders' Equity	28,348,052	29,528,933
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 47,937,175	$ 43,587,164

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Consolidated Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2019	Mar. 31, 2019
Allowance for doubtful accounts	$ 25,721	$ 129,635
Accumulated depreciation	1,098,818	516,144
Convertible promissory notes, issuance costs		$ 24,144
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	45,269,908	44,013,075
Common stock, shares outstanding	45,269,908	44,013,075
Other Intangible Assets [Member]
Accumulated amortization	$ 478,672	$ 61,803
Licensing Agreements [Member]
Accumulated amortization	120,833	108,833
Patents [Member]
Accumulated amortization	$ 191,089	$ 134,701

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Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Net Sales	$ 4,298,580	$ 1,250,028
Cost of Goods Sold, includes depreciation and amortization of $613,569 and $73,295, respectively, and federal excise taxes $114,285 of $131,339, respectively	4,951,796	1,105,456
Gross Margin	(653,216)	144,572
Operating Expenses
Selling and marketing	221,928	351,416
Corporate general and administrative	1,099,643	678,100
Employee salaries and related expenses	1,217,692	878,988
Depreciation and amortization expense	454,862	15,397
Total operating expenses	2,994,125	1,923,901
Loss from Operations	(3,647,341)	(1,779,329)
Other (Expenses)
Interest expense	(194,061)	(1,497)
(Loss) before Income Taxes	(3,841,402)	(1,780,826)
Provision for Income Taxes
Net (Loss)	$ (3,841,402)	$ (1,780,826)
Basic and fully diluted:
Weighted average number of shares outstanding	44,577,950	30,393,076
(Loss) per share	$ (0.09)	$ (0.06)
Ammunition Sales [Member]
Net Sales	$ 1,141,499	$ 1,250,028
Casing Sales [Member]
Net Sales	$ 3,157,081

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Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($)	3 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Income Statement [Abstract]
Depreciation and amortization	$ 1,068,431	$ 73,295
Federal excise taxes	$ 114,285	$ 131,339

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Consolidated Statements of Stockholders' Equity (Unaudited) - 3 months ended Jun. 30, 2019 - USD ($)	Common Shares [Member]	Additional Paid-In Capital [Member]	Accumulated (Deficit) [Member]	Total
Beginning Balance at Mar. 31, 2019	$ 44,013	$ 48,935,485	$ (19,450,565)	$ 29,528,933
Beginning Balance, shares at Mar. 31, 2019	44,013,075
Common stock issued for cash	$ 899	1,796,201		$ 1,797,100
Common stock issued for cash , shares	898,550			1,256,833
Common stock issued for convertible notes	$ 127	318,099		$ 318,226
Common stock issued for convertible notes, shares	127,291			127,291
Fundraising cost		(189,567)		$ (189,567)
Common stock issued for services	$ 63	199,937		$ 200,000
Common stock issued for services, shares	63,492			63,492
Employee stock awards	$ 168	333,082		$ 333,250
Employee stock awards, shares	167,500
Stock Grants		201,512		201,512
Net loss for period ended			(3,841,402)	(3,841,402)
Ending Balance at Jun. 30, 2019	$ 45,270	$ 51,594,749	$ (23,291,967)	$ 28,348,052
Ending Balance, shares at Jun. 30, 2019	45,269,908

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Consolidated Statements of Cash Flow (Unaudited) - USD ($)	3 Months Ended		12 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Mar. 31, 2019
Cash flows from operating activities:
Net (Loss)	$ (3,841,402)	$ (1,780,826)
Adjustments to reconcile Net (Loss) to Net Cash provided by operations:
Depreciation and amortization	1,068,431	88,692
Debt discount amortization	24,144
Stock grants	201,512	111,402
Stock for services	200,000
Employee stock awards	333,250	319,375
Interest on convertible promissory note	18,226		$ 151,856
Changes in Current Assets and Liabilities
Accounts receivable	(1,628,595)	388,386
Allowance for doubtful accounts	(103,644)	(3,000)
Due to (from) related parties	(14,993)	996
Inventories	(780,524)	(718,232)
Prepaid expenses	149,521	115,123
Deposits	(25,099)	(132,178)
Right of use asset	117,243
Accounts payable	2,515,743	(61,293)
Accrued liabilities	135,949	(102,864)
Operating lease liability	(117,243)
Net cash used in operating activities	(1,747,481)	(1,774,419)
Cash flows from investing activities
Purchase of equipment	(250,449)	(566,364)
Net cash used in investing activities	(250,449)	(566,364)
Cash flow from financing activities
Note payable related party	375,000
Note payment - related party	(1,500,000)
Insurance premium note payment	(76,866)	(30,134)
Contingent consideration payment	(50,000)
Sale of common stock	1,797,100	3,247,030
Common stock issued for exercised warrants		2,354,125
Organizational and fundraising costs	(189,567)	(545,359)
Net cash provided by financing activities	355,667	5,025,662
Net (decrease)/increase in cash	(1,642,263)	2,684,879
Cash, beginning of period	2,181,246	4,381,643	4,381,643
Cash, end of period	538,983	7,066,522	$ 2,181,246
Supplemental cash flow disclosures
Cash paid during the period for - Interest	2,038	1,497
Cash paid during the period for - Income taxes
Non-cash investing and financing activities:
Additional paid-in-capital		(11)
Common stock		11
Convertible promissory note	(300,000)
Convertible promissory note conversion	300,000
Right of use assets - operating leases	(4,524,165)
Operating lease liability	4,524,165
Total non-cash investing and financing activities

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Organization and Business Activity

3 Months Ended

Jun. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Business Activity

NOTE 1 – ORGANIZATION AND BUSINESS ACTIVITY

We were formed under the name Retrospettiva, Inc. in November 1990 to manufacture and import textile products, including both finished garments and fabrics. We were inactive until the following series of events in December 2016 and March 2017.

On December 15, 2016, the Company’s majority shareholders sold 475,681 (11,891,976 pre-split) of their outstanding shares to Mr. Fred W. Wagenhals (“Mr. Wagenhals”) resulting in a change in control of the Company. Mr. Wagenhals was appointed as sole officer and the sole member of the Company’s Board of Directors.

The Company also approved (i) doing business in the name AMMO, Inc., (ii) a change to the Company’s OTC trading symbol to POWW, (iii) an agreement and plan of merger to re-domicile and change the Company’s state of incorporation from California to Delaware, and (iv) a 1-for-25 reverse stock split (“Reverse Split”) of the issued and outstanding shares of the common stock of the Company. As a result of the reverse split, the previous issued and outstanding shares of common stock became 580,052 shares; no shareholder was reversed below 100 shares, and all fractional shares resulting from the reverse split were rounded up to the next whole share. All references to the outstanding stock have been retrospectively adjusted to reflect this split. These transactions were effective as of December 30, 2016.

On March 17, 2017, the Company entered into a definitive agreement with AMMO, Inc. a Delaware Corporation (PRIVCO) under which the Company acquired all of the outstanding shares of common stock of (PRIVCO). Under the terms of the Agreement, the Company issued 17,285,800 newly issued shares of common stock of the Company. In connection with this transaction the Company retired 475,681 shares of common stock and issued 500,000 shares of common stock to satisfy an issuance commitment. The acquisition was considered to be a capital transaction. The transaction was the equivalent to the issuance by PRIVCO of 604,371 shares to the Company’s shareholders accompanied by a recapitalization. The weighted average number of outstanding shares has been adjusted for this transaction. (PRIVCO) subsequently changes its name to AMMO Munitions, Inc.

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Summary of Significant Accounting Policies

3 Months Ended

Jun. 30, 2019

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Basis

The accompanying unaudited consolidated financial statements and related disclosures included in this Quarterly Report on Form 10-Q have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and reflect all adjustments, which consist solely of normal recurring adjustments, needed to fairly present the financial results for these periods. Additionally, these consolidated financial statements and related disclosures are presented pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”).

The accompanying consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures contained in the Company’s Annual Report filed with the SEC on Form 10-K for the year ended March 31, 2019. The results for the three month period June 30, 2019 are not necessarily indicative of the results that may be expected for the entire fiscal year. Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments have been made, which consist only of normal recurring adjustments necessary for a fair statement of (a) the results of operations for the month periods ended June 30, 2019 and 2018, (b) the financial position at June 30, 2019, and (c) cash flows for the three month periods ended June 30, 2019 and 2018.

We use the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP”) and all amounts are expressed in U.S. dollars. The Company has a fiscal year-end of March 31^st.

Unless the context otherwise requires, all references to “Ammo”, “we”, “us”, “our,” or the “Company” are to AMMO, Inc., a Delaware corporation.

Principles of Consolidation

The consolidated financial statements include the accounts of AMMO, Inc. and its wholly owned subsidiaries, Enlight Group II, LLC (d/b/a Jagemann Munition Components), SNI, LLC, AMMO Munitions, Inc. and AMMO Technologies, Inc. (inactive). All significant intercompany accounts and transactions are eliminated in consolidation

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of the statement of cash flows, we consider highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

Accounts Receivable and Allowance for Doubtful Accounts

Our accounts receivable represents amounts due from customers for products sold and include an allowance for uncollectible accounts which is estimated based on the aging of the accounts receivable and specific identification of uncollectible accounts. At June 30, 2019 and March 31, 2019, we reserved $25,751 and $129,635, respectively, of allowance for doubtful accounts.

License Agreements

We are a party to a license agreement with Jesse James, a well-known motorcycle designer, and Jesse James Firearms, LLC, a Texas limited liability company, or JJF. The license agreement grants us the exclusive worldwide rights through October 15, 2021 to Mr. James’ image rights and trademarks associated with him in connection with the marketing, promotion, advertising, sale, and commercial exploitation of Jesse James Branded Products. In addition, Mr. James agreed to make himself available for certain promotional activities and to promote Jesse James Branded Products through his own social media outlets. We agreed to pay Mr. James royalty fees on the sale of ammunition and non-ammunition Branded Products and to reimburse him for any out-of-pocket expenses and reasonable travel expenses. We also issued 100,000 shares of our common stock upon the execution of the license agreement with the potential issuance of up to 75,000 additional shares of common stock upon achieving certain gross sales with $15 million in gross sales required to earn the entire 75,000 shares.

We are a party to a license agreement with Jeff Rann, a well-known wild game hunter and spokesman for the firearm and ammunition industries. The license agreement grants us through February 2022 the exclusive worldwide rights to Mr. Rann’s image rights and trademarks associated with him in connection with the marketing, promotion, advertising, sale, and commercial exploitation of all Jeff Rann Branded Products. Mr. Rann agreed to make himself available for certain promotional activities and to promote the Branded Products through his own social media outlets. We agreed to pay Mr. Rann royalty fees on the sale of ammunition and non-ammunition Branded Products and to reimburse him for any out-of-pocket expenses and reasonable travel expenses. We also issued 100,000 shares of our common stock upon the execution of the license agreement with the potential issuance of 75,000 additional shares of common stock upon achieving certain gross sales with $15 million in gross sales required to earn the entire 75,000 shares.

Amortization expense for the license agreements for the three months ended June 30, 2019 and 2018 were $12,500 and $12,500, respectively.

Patents

On September 28, 2017, AMMO Technologies Inc. (“ATI”), an Arizona corporation, which is 100% owned by us, merged with Hallam, Inc, a Texas corporation, with ATI being the survivor. Under the terms of the Merger, we issued to Hallam, Inc.’s two shareholders, 600,000 shares of our common stock, subject to restrictions, and payment of $200,000. The first payment of $100,000 to the Hallam, Inc. shareholders was paid on September 13, 2017, and the second payment of $100,000 was paid on February 6, 2018.

The shares were valued at $1.25 and the aggregate value of $950,000 was recorded as a patent asset. This asset will be amortized from September 2017, the first full month of the acquired rights, through October 29, 2028. Patent amortization expense for the three months ended June 30, 2019 and 2018 were $21,269 and $21,269, respectively.

Under the terms of the Merger, ATI succeeded to all of the assets of Hallam, Inc. and assumed the liabilities of Hallam, Inc., which were none. The primary asset of Hallam, Inc. was an exclusive license to produce projectiles and ammunition using the Hybrid Luminescence Ammunition Technology under patent U.S. 8,402,896 B1 with a publication date of March 26, 2013 owned by University of Louisiana at Lafayette. The license was formally amended and assigned to AMMO Technologies Inc. pursuant to an Assignment and First Amendment to Exclusive License Agreement. Assumption Agreement dated to be effective as of August 22, 2017, the Merger closing date. Under the terms of the Exclusive License Agreement, the Company is obligated to pay a royalty to the patent holder, based on a $0.01 per unit basis for each round of ammunition sold that incorporates this patented technology through October 29, 2028. For the three months ended June 30, 2019 and 2018, the Company accrued $2,558 and $7,147 respectively under this agreement.

In August 2018, we applied for additional patent coverage for the manufacturing methods or application of the Hybrid Luminescence Ammunition Technology on a variety of projectile and ammunition types. The costs of filing this patent were expensed, but may be recapitalized pending the outcome of the USPTO’s review of the application.

On October 5, 2018, we completed the acquisition of SW Kenetics Inc. ATI succeeded all of the assets of SW Kenetics, Inc. and assumed all of the liabilities. Under the terms of the agreement, we issued to SW Kenetics Inc.’s three shareholders, 1,700,002 restricted shares of our common stock, payment of $250,000, and a payment obligation of $1,250,000 subject to completion of specific milestones that we have recorded as Contingent Consideration Payable. Additionally, the 1,700,002 shares of common stock were issued with claw back provisions to ensure agreed upon objectives are met. The Company has made two payments of $50,000 for the completion of specific milestones to the shareholders of SW Kenetics, Inc.

The primary asset of SW Kenetics Inc. was a pending patent for modular projectiles. All rights to patent pending application were assigned and transferred to AMMO Technologies, Inc. pursuant to Intellectual Property Rights Agreement on September 27, 2018. Patent amortization expense for the three months ended June 30, 2019 was $35,119. There was no amortization expense for the patent in the three months ended June 30, 2018 as the acquisition was not yet consummated.

We intend to continue building our patent portfolio to protect our proprietary technologies and processes, and will file new applications where appropriate to preserve our rights to manufacture and sell our branded lines of ammunition.

Other Intangible Assets

On March 15, 2019, Enlight Group II, LLC d/b/a Jagemann Munition Components, a wholly owned subsidiary of AMMO, Inc., completed its acquisition of assets of Jagemann Stamping Company’s ammunition casing manufacturing and sales operations pursuant to the terms of the Amended and Restated Asset Purchase Agreement (See Note 10). The intangible assets acquired include a tradename, customer relationships, and intellectual property. For the three months ended June 30, 2019, amortization of the other intangibles assets was $416,869.

Impairment of Long-Lived Assets

We continually monitor events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. No impairment expense was recognized for the three months ended June 30, 2019 and 2018.

Revenue Recognition

We generate revenue from the production and sale of ammunition. We recognize revenue according to ASC 606. When the customer obtains control over the promised goods or services, we record revenue in the amount of consideration that we can expect to receive in exchange for those goods and services. The Company applies the following five-step model to determine revenue recognition:

● Identification of a contract with a customer

● Identification of the performance obligations in the contact

● determination of the transaction price

● allocation of the transaction price to the separate performance allocation

● recognition of revenue when performance obligations are satisfied

The Company only applies the five-step model when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception and once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. Our contracts contain a single performance obligation and the entire transaction price is allocated to the single performance obligation. We recognize as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Accordingly, we recognize revenues (net) when the customer obtains control of the Company’s product, which typically occurs upon shipment of the product.

For the three months ended June 30, 2019 and 2018, the Company’s customers that comprised more than ten percent (10%) of total revenues and accounts receivable were as follows:

PERCENTAGES

	Revenues			Accounts Receivable
For the Three-Months ended June 30, 2019
Customers:
A		25.9	%		34.6	%
B		10.5	%		-
C		-			-
		36.4	%		34.6	%
For the Three-Months ended June 30, 2018
Customers:
A		-			-
B		62.4	%		13.0	%
C		-			53.9	%
		62.4	%		66.9	%

Advertising Costs

We expense advertising costs as they are incurred. We incurred advertising of $94,213 and $146,615 for the three months ended June 30, 2019 and 2018, respectively.

Inventories

We state inventories at the lower of cost or market. We determine cost using the average cost method. Our inventory consists of raw materials, work in progress, and finished goods. Cost of inventory includes cost of parts, labor, quality control, and all other costs incurred to bring our inventories to condition ready to be sold. We periodically evaluate and adjust inventories for obsolescence.

Property and Equipment

We state property and equipment at cost, less accumulated depreciation. We capitalize major renewals and improvements, while we charge minor replacements, maintenance, and repairs to current operations. We compute depreciation by applying the straight-line method over estimated useful lives, which are generally five to seven years.

Compensated Absences

We accrue a liability for compensated absences in accordance with Accounting Standards Codifications 710 – Compensation – General.

Stock-Based Compensation

We account for stock-based compensation at fair value in accordance with SFAS No. 123 and 123 (R) (ASC 718). There were 167,500 shares of common stock issued to employees, members of the Board of Directors, and members of the Advisory Committee for services during the three months ended June 30, 2019.

On May 1, 2018, we entered into an employment agreement with Robert D. Wiley, Chief Financial Officer, that included, among other provisions, an equity grant of 100,000 shares of restricted common stock that vests at the rate of 33,333 shares annually for three years. The $250,000 compensation value is being recognized on a straight-line basis over the three-year period covered by the agreement.

From September 2018 through March 2019, we entered into seven separate employment agreements that included in total, among other provisions, equity grants of 535,000 shares of restricted common stock that vests annually over the next four years. The total compensation value of $1,376,000 is being recognized on a straight-line basis over the periods covered by each agreement, up to four years.

Concentrations of Credit Risk

Accounts at banks are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of June 30, 2019, our bank account balances exceeded federally insured limits.

Income Taxes

We file federal and state income tax returns in accordance with the applicable rules of each jurisdiction. We account for income taxes under the asset and liability method in accordance with Accounting Standards Codification 740 - Income Taxes (“ASC 740”). The provision for income taxes includes federal, state, and local income taxes currently payable, and deferred taxes. We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable amounts in years in which those temporary differences are expected to be recovered or settled. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. In accordance with ASC 740, we recognize the effect of income tax positions only if those positions are more likely than not of being sustained. We measure recognized income tax positions at the largest amount that is greater than 50% likely of being realized. We reflect changes in recognition or measurement in the period in which the change in judgment occurs. We currently have substantial net operating loss carryforwards. We have recorded a valuation allowance equal to the net deferred tax assets due to the uncertainty of the ultimate realization of the deferred tax assets.

Contingencies

Certain conditions may exist as of the date the consolidated financial statements are issued that may result in a loss to us but will only be resolved when one or more future events occur or fail to occur. We assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against us or unasserted claims that may result in such proceedings, we evaluate the perceived merits of any legal proceedings or unasserted claims and the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability is reasonably estimated, the estimated liability would be accrued in our consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of range of possible loss if determinable and material, would be disclosed. On June 6, 2019, an employee requested to mediate an assertion that they were constructively discharged as an employee, while also asserting other alleged governance and employment deficiencies. If the matter is not otherwise resolved, the employee may initiate litigation against the Company, which the Company would aggressively defend. There were no other known contingencies at June 30, 2019.

Recent Accounting Pronouncements

In May 2014, FASB issued ASU 2014-09, “Revenue from Contracts with Customers”. This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The revised effective date for this ASU is for annual and interim periods beginning on or after December 15, 2017, and early adoption will be permitted, but not earlier than the original effective date of annual and interim periods beginning on or after December 15, 2016, for public entities. We adopted ASU 2014-09 as of January 1, 2018, and it did not have a material impact on the Company’s consolidated results of operations, financial position or cash flows for the period ended June 30, 2019.

Sales are initiated in three ways –

● third party sales representative obtains signed purchase order from a customer

● direct contact by in-house sales representatives who obtains signed purchase order

● electronic purchase order from a customer (usually the very large customers)

Once a customer’s order is received a sales order is generated by authorized sales or management personnel. Once approved for shipping, the sales order is entered, the inventory control department will pull the purchased items from the inventory or if needed will request the manufacture of a specific product. When the items that were ordered are available for shipment, the merchandise is prepared for shipping and shipped by FedEx or common carrier.

All sales are recorded upon shipment and, depending on credit worthiness of customer, the payment terms will vary from thirty (30) to sixty (60) days. No refunds are allowed on any product shipped.

Each product manufactured by the Company has standard specifications and performance objectives. The Company has an extensive product testing program and, if the Company were given notice of a product defect by a customer, the Company would request the return of the product so that the manufacturing defect could be identified. From inception to March 31, 2019, the Company has had no returned products related to product warranty.

The revenue recognition procedures set forth above have been used by the Company since its inception and are consistent with requirements of ASC 606 “Revenue from Contracts with Customers”.

In February 2016, the FASB issued ASU 2016-02 – “Leases (Topic 842)” Under ASU 2016-02, entities will be required to recognize lease asset and lease liabilities by lessees for those leases classified as operating leases. Among other changes in accounting for leases, a lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to (and a lessor) should include payments to be made in optional periods only if the lessee is reasonably certain to exercise an option to extend the lease or not to exercise an option to terminate the lease. Similarly, optional payments to purchase the underlying asset should be included in the measurement of lease assets and lease liabilities only if the lessee is reasonably certain to exercise that purchase option. The amendments in ASU 2016-02 will become effective for fiscal years beginning after December 15, 2018, including interim periods with those fiscal years for public business entities. We adopted Topic 842 as of April 1, 2019.

On June 20, 2018, the FASB expanded the scope of Accounting Standards Codification (ASC) 718, Compensation – Stock Compensation, to include share-based payments to nonemployees for goods and services. The accounting board said the amendments in Accounting Standards Update (ASU) No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, align the guidance for stock compensation to employees and nonemployees. The amended guidance replaces ASC 505-50, Equity – Equity-Based Payments to Non-Employees. We anticipate that this ASC will not have a material effect on the Company’s financial statements.

The amendments in ASU No. 2018-07 apply “to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards,” the FASB said. But the amended guidance does not cover stock compensation that is used to provide financing to the company that issued the shares or stock awards tied to a sale of goods or services as part of a contract accounted for according to ASC 606, Revenue From Contracts With Customers.

The amendments are effective for public companies for fiscal years that begin after December 15, 2018, and the quarterly and other interim periods in those years, the FASB said the amended guidance can be applied before it becomes effective, but businesses are not permitted to use the guidance in ASU No. 2018-07 before they have implemented ASC 606. We have evaluated the effect of the adoption of ASU 2018-07 will have on our consolidated results of operations, financial position or cash flows and determine the effects will not be material to the Company’s financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

Loss Per Common Share

We calculate basic loss per share using the weighted-average number of shares of common stock outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities, such as outstanding options and warrants, using various methods, such as the treasury stock or modified treasury stock method, in the determination of dilutive shares outstanding during each reporting period. We have issued warrants to purchase 8,646,216 shares of common stock. All weighted average numbers were adjusted for the reverse stock split and merger transaction. Due to the loss from operations in the three months ended June 30, 2019 and 2018, there are no common shares added to calculate the dilutive EPS for those periods as the effect would be antidilutive.

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Inventories

3 Months Ended

Jun. 30, 2019

Inventory Disclosure [Abstract]

Inventories

NOTE 3 – INVENTORIES

At June 30, 2019 and March 31, 2019, the inventory balances are composed of:

	June 30, 2019		March 31, 2019
Finished product	$	2,809,738	$	2,628,241
Raw materials		2,207,151		1,635,130
Work in process		536,232		509,226
	$	5,553,121	$	4,772,597

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Property and Equipment

3 Months Ended

Jun. 30, 2019

Property, Plant and Equipment [Abstract]

Property and Equipment

NOTE 4 – PROPERTY AND EQUIPMENT

We state property and equipment at historical cost less accumulated depreciation. We compute depreciation using the straight-line method at rates intended to depreciate the cost of assets over their estimated useful lives, which are generally five to seven years. Upon retirement or sale of property and equipment, we remove the cost of the disposed assets and related accumulated depreciation from the accounts and any resulting gain or loss is credited or charged to selling, general, and administrative expenses. We charge expenditures for normal repairs and maintenance to expense as incurred.

We capitalize additions and expenditures for improving or rebuilding existing assets that extend the useful life. Leasehold improvements made either at the inception of the lease or during the lease term are amortized over the shorter of their economic lives or the lease term including any renewals that are reasonably assured.

Property and equipment consisted of the following at June 30, 2019 and March 31, 2019:

	June 30, 2019			March 31, 2019
Leasehold improvements	$	111,631		$	98,444
Furniture and fixtures		157,609			154,777
Vehicles		103,511			103,511
Equipment		18,914,770			18,689,140
Tooling		126,190			117,390
Construction in progress		3,352,669			3,352,669
Total property and equipment	$	22,766,380		$	22,515,931
Less accumulated depreciation		(1,098,818	)		(516,144	)
Net property and equipment	$	21,667,562		$	21,999,787

Depreciation Expense for the three months ended June 30, 2019 and 2018 totaled $582,674 and $54,923, respectively.

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Leases

3 Months Ended

Jun. 30, 2019

Notes to Financial Statements

Leases

NOTE 5 – LEASES

We lease office, manufacturing, and warehouse space in Scottsdale and Payson, AZ and Manitowoc, WI under contracts we classify as operating leases. None of our leases are financing leases. The Payson lease has an option to renew for five years, and the Manitowoc lease has an option to renew for the three years. As of June 30, 2019, we are fairly certain that we will exercise the renewal options on both leases, and we have included such renewal options in the lease liabilities and the disclosures herein. The Scottsdale lease does not include a renewal option.

As of June 30, 2019, the current portion of our operating lease liability was $483,872 and is reported as a current liability.

Consolidated lease expense for the three months ended June 30, 2019 was $124,500 including $117,243 of operating lease expense and $7,257 of other lease associated expenses such as association dues, taxes, utilities, and other month to month rentals.

Futures minimum lease payments under non-cancellable leases as of June 30, 2019 are as follows:

Years Ended March 31,
2020	$	519,922
2021		693,229
2022		693,229
2023		693,229
2024		640,118
Thereafter		2,168,932
		5,408,659
Less: Interest		(1,001,737	)
	$	4,406,922

Right of Use Assets and Operating Lease Liabilities on the Balance Sheet:

	June 30, 2019
Current portion	$	483,872
Long-term, net of current portion		3,923,050
	$	4,406,922

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Convertible Promissory Notes

3 Months Ended

Jun. 30, 2019

Debt Disclosure [Abstract]

Convertible Promissory Notes

NOTE 6 – CONVERTIBLE PROMISSORY NOTES

On January 9, 2019, we completed the issuance of 10% Convertible Promissory Notes in the principal amount of $1,710,000 to accredited investors through a private placement in exchange for cash in an equal amount. The principal amounts were raised from the period of October 23, 2018 to December 28, 2018. As a result of the issuance of the Convertible Promissory Notes, the placement agent received an aggregate commission of $171,000, and $5,000 in escrow fees were paid, totaling $176,000 of Note Issuance Costs. As of March 31, 2019, we recorded $151,856 of interest expense related to the Note Issuance Costs.

The Maturity Date of the notes is the two year anniversary from the date of issuance. The holders have the option to convert the entire principal of the Convertible Promissory Note into Common Stock at a conversion price equal to $2.50 per share at any time until the Maturity Date, subject to “Qualified Financing.” Qualified Financing means the next equity round of financing of the Company that raises not less than $10,000,000 gross proceeds from institutional(s) or commercial lender(s) in the aggregate with any combination of Common Stock (valued at the close of the Trading Day on the date of the closing for the financing) or debt. In the event of Qualified Financing, the Convertible Promissory Notes will automatically convert 100% of the principal amount into Common Stock at a conversion price equal to $2.50 per share. As of March 31, 2019, we accrued $65,291 of interest expense related to the Convertible Promissory Notes.

On February 28, 2019, the company notified the holders of an offer to convert Convertible Promissory Notes and Accrued Interest into Common Stock at a conversion price of $2.00 per share and receive one-half warrant exercisable at $2.40 per share for five years in conjunction with each converted share On March 29, 2019, the Company converted $1,410,000 of Convertible Promissory Notes and $52,065 of Accrued Interest into 731,039 shares of Common Stock and issued Warrants to purchase 365,523 shares of Common Stock. The offer ended on March 29, 2019 at 11:59 PM. As a result of the conversion of the Convertible Promissory Notes, the Company accrued $42,300 for a 3% cash conversion fee on the principal converted payable to the placement agent, Paulson Investment Company. Additionally, $118,351 of Unamortized Note Issuance Costs were amortized and $358,800 of Interest Expenses related to the reduction in conversion price were recognized as result of the conversions.

The holders that did not elect to convert their notes during this period have the option to convert their entire principal of the Convertible Promissory Note into Common Stock per the terms of the original agreement.

As of March 31, 2019, there was $300,000 in principal remaining and $23,145 of Unamortized Note Issuance Costs.

On June 5, 2019, the remaining $300,000 of Convertible Promissory Notes were mandatorily converted into shares of our common stock pursuant to the terms of the Note. The Company converted $300,000 of Convertible Promissory Notes and $18,226 of Accrued Interest were converted into 127,291 shares of Common Stock at a conversion price of $2.50. The Company accrued $9,000 for a 3% cash conversion fee on the principal converted payable to the placement agent, Paulson Investment Company.

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Notes Payable - Related Party

3 Months Ended

Jun. 30, 2019

Debt Disclosure [Abstract]

Notes Payable - Related Party

NOTE 7 – NOTES PAYABLE – RELATED PARTY

In connection with the acquisition of the casing division of Jagemann Stamping Company, a $10,400,000 promissory note was executed and is described in Note 10. The promissory note, under which $500,000 was paid on March 25, 2019 using funds raised for the acquisition, had a remaining balance at March 31, 2019 of $9,900,000. On April 30, 2019, the original due date of the note was subsequently extended to April 1, 2020. The note bears interest per annum at approximately 4.6% payable in arrears monthly until October 1, 2019 when the interest rate increases to 9% per annum payable monthly until principal and accrued interest are paid in full. In May of 2019, the Company paid $1,500,000 on the balance of the note. As of March 31, 2019, we accrued interest of $22,196 related to the note. The note is secured by all the equipment purchased from Jagemann Stamping Company and was valued at $18,869,541 in the accompanying financial statements.

On May 3, 2019, the Company entered into a promissory note of $375,000 with a shareholder of the Company. The note bears interest at a per annum of 2.56%. The note has a maturity date of August 3, 2019.

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Capital Stock

3 Months Ended

Jun. 30, 2019

Stockholders' Equity Note [Abstract]

Capital Stock

NOTE 8 – CAPITAL STOCK

During the three month period ended June 30, 2019, we issued 1,256,833 shares of common stock as follows:

● 898,550 shares were sold to investors for $1,797,100

● 127,291 shares were issued for the conversion of Convertible Promissory Notes valued at $318,226

● 63,492 shares were issued for services valued at $200,000

● 167,500 shares valued at $333,250 were issued to employees, members of the Board of Directors, and members of the Advisory Committee as compensation

In December of 2018, we entered into a placement agreement to secure equity capital from qualified investors to provide funds to our operations. The offering consisted of Units priced at $2.00, which included one share of common stock and one five-year warrant to purchase an additional half-share of common stock for an exercise price of $2.40 per share. Effectively, every two units purchased provided the investor with a five-year warrant at an exercise price of $2.40 per share. Units sold under this agreement totaled 898,550 shares of common stock and 449,275 warrants for $1,797,100 for the three month period ended June 30, 2019.

For services provided under the placement agreements, the placement agent collected a 12% cash fee on the sale of every Unit and a fee payable in warrants equaling 12% of the total Units sold. These warrants have a term of five years and an exercise price of $2.00 per share. The cash fee totaled $164,567 for the three month period ended June 30, 2019, including reimbursed expenses.

At June 30, 2019, outstanding and exercisable stock purchase warrants consisted of the following:

	Number of Shares		Weighted Averaged Exercise Price		Weighted Average Life Remaining (Years)
Outstanding at March 31, 2019	$	8,143,115	$	2.09		4.35
Granted		503,101		2.36		4.80
Exercised		-		-		-
Forfeited or cancelled		-		-		-
Outstanding at June 30, 2019		8,646,216	$	2.11		4.13
Exercisable at June 30, 2019		8,646,216	$	2.11		4.13

As of June 30, 2019, we had 8,646,216 warrants outstanding. Each warrant provides the holder the right to purchase up to one share of our Common Stock at a predetermined exercise price. The outstanding warrants consist of (1) warrants to purchase an aggregate of 349,060 shares of Common Stock at an average price of $2.50 per share until March 2020; (2) warrants to purchase 966,494 shares of Common Stock at an exercise price of $1.65 per share until April 2025; (3) warrants to purchase 4,601,639 shares of our Common Stock at an exercise price of $2.00 per share over the next three to five years; and (4) warrants to purchase 2,729,023 shares of Common Stock at an exercise price of $2.40 over the next five years.

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Subsequent Events

3 Months Ended

Jun. 30, 2019

Subsequent Events [Abstract]

Subsequent Events

NOTE 9 - SUBSEQUENT EVENTS

As of August 13, 2019, the Company received approximately $1.2 million in financing from FSW Funding as a result of recently implemented accounts receivable financing.

As of August 13, 2019, we sold an additional 47,500 shares of common stock for $95,000 and issued 23,750 common stock purchase warrants exercisable at $2.40. We accrued commissions of $11,400 and 5,700 warrants payable in connection with the sale of these shares to the placement agent.

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Jun. 30, 2019

Accounting Policies [Abstract]

Accounting Basis

Accounting Basis

The accompanying unaudited consolidated financial statements and related disclosures included in this Quarterly Report on Form 10-Q have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and reflect all adjustments, which consist solely of normal recurring adjustments, needed to fairly present the financial results for these periods. Additionally, these consolidated financial statements and related disclosures are presented pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”).

The accompanying consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures contained in the Company’s Annual Report filed with the SEC on Form 10-K for the year ended March 31, 2019. The results for the three month period June 30, 2019 are not necessarily indicative of the results that may be expected for the entire fiscal year. Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments have been made, which consist only of normal recurring adjustments necessary for a fair statement of (a) the results of operations for the month periods ended June 30, 2019 and 2018, (b) the financial position at June 30, 2019, and (c) cash flows for the three month periods ended June 30, 2019 and 2018.

We use the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP”) and all amounts are expressed in U.S. dollars. The Company has a fiscal year-end of March 31^st.

Unless the context otherwise requires, all references to “Ammo”, “we”, “us”, “our,” or the “Company” are to AMMO, Inc., a Delaware corporation.

Principles of Consolidation

Principles of Consolidation

The consolidated financial statements include the accounts of AMMO, Inc. and its wholly owned subsidiaries, Enlight Group II, LLC (d/b/a Jagemann Munition Components), SNI, LLC, AMMO Munitions, Inc. and AMMO Technologies, Inc. (inactive). All significant intercompany accounts and transactions are eliminated in consolidation

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and Cash Equivalents

For purposes of the statement of cash flows, we consider highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts Receivable and Allowance for Doubtful Accounts

Our accounts receivable represents amounts due from customers for products sold and include an allowance for uncollectible accounts which is estimated based on the aging of the accounts receivable and specific identification of uncollectible accounts. At June 30, 2019 and March 31, 2019, we reserved $25,751 and $129,635, respectively, of allowance for doubtful accounts.

License Agreements

License Agreements

We are a party to a license agreement with Jesse James, a well-known motorcycle designer, and Jesse James Firearms, LLC, a Texas limited liability company, or JJF. The license agreement grants us the exclusive worldwide rights through October 15, 2021 to Mr. James’ image rights and trademarks associated with him in connection with the marketing, promotion, advertising, sale, and commercial exploitation of Jesse James Branded Products. In addition, Mr. James agreed to make himself available for certain promotional activities and to promote Jesse James Branded Products through his own social media outlets. We agreed to pay Mr. James royalty fees on the sale of ammunition and non-ammunition Branded Products and to reimburse him for any out-of-pocket expenses and reasonable travel expenses. We also issued 100,000 shares of our common stock upon the execution of the license agreement with the potential issuance of up to 75,000 additional shares of common stock upon achieving certain gross sales with $15 million in gross sales required to earn the entire 75,000 shares.

We are a party to a license agreement with Jeff Rann, a well-known wild game hunter and spokesman for the firearm and ammunition industries. The license agreement grants us through February 2022 the exclusive worldwide rights to Mr. Rann’s image rights and trademarks associated with him in connection with the marketing, promotion, advertising, sale, and commercial exploitation of all Jeff Rann Branded Products. Mr. Rann agreed to make himself available for certain promotional activities and to promote the Branded Products through his own social media outlets. We agreed to pay Mr. Rann royalty fees on the sale of ammunition and non-ammunition Branded Products and to reimburse him for any out-of-pocket expenses and reasonable travel expenses. We also issued 100,000 shares of our common stock upon the execution of the license agreement with the potential issuance of 75,000 additional shares of common stock upon achieving certain gross sales with $15 million in gross sales required to earn the entire 75,000 shares.

Amortization expense for the license agreements for the three months ended June 30, 2019 and 2018 were $12,500 and $12,500, respectively.

Patent

Patents

On September 28, 2017, AMMO Technologies Inc. (“ATI”), an Arizona corporation, which is 100% owned by us, merged with Hallam, Inc, a Texas corporation, with ATI being the survivor. Under the terms of the Merger, we issued to Hallam, Inc.’s two shareholders, 600,000 shares of our common stock, subject to restrictions, and payment of $200,000. The first payment of $100,000 to the Hallam, Inc. shareholders was paid on September 13, 2017, and the second payment of $100,000 was paid on February 6, 2018.

The shares were valued at $1.25 and the aggregate value of $950,000 was recorded as a patent asset. This asset will be amortized from September 2017, the first full month of the acquired rights, through October 29, 2028. Patent amortization expense for the three months ended June 30, 2019 and 2018 were $21,269 and $21,269, respectively.

Under the terms of the Merger, ATI succeeded to all of the assets of Hallam, Inc. and assumed the liabilities of Hallam, Inc., which were none. The primary asset of Hallam, Inc. was an exclusive license to produce projectiles and ammunition using the Hybrid Luminescence Ammunition Technology under patent U.S. 8,402,896 B1 with a publication date of March 26, 2013 owned by University of Louisiana at Lafayette. The license was formally amended and assigned to AMMO Technologies Inc. pursuant to an Assignment and First Amendment to Exclusive License Agreement. Assumption Agreement dated to be effective as of August 22, 2017, the Merger closing date. Under the terms of the Exclusive License Agreement, the Company is obligated to pay a royalty to the patent holder, based on a $0.01 per unit basis for each round of ammunition sold that incorporates this patented technology through October 29, 2028. For the three months ended June 30, 2019 and 2018, the Company accrued $2,558 and $7,147 respectively under this agreement.

In August 2018, we applied for additional patent coverage for the manufacturing methods or application of the Hybrid Luminescence Ammunition Technology on a variety of projectile and ammunition types. The costs of filing this patent were expensed, but may be recapitalized pending the outcome of the USPTO’s review of the application.

On October 5, 2018, we completed the acquisition of SW Kenetics Inc. ATI succeeded all of the assets of SW Kenetics, Inc. and assumed all of the liabilities. Under the terms of the agreement, we issued to SW Kenetics Inc.’s three shareholders, 1,700,002 restricted shares of our common stock, payment of $250,000, and a payment obligation of $1,250,000 subject to completion of specific milestones that we have recorded as Contingent Consideration Payable. Additionally, the 1,700,002 shares of common stock were issued with claw back provisions to ensure agreed upon objectives are met. The Company has made two payments of $50,000 for the completion of specific milestones to the shareholders of SW Kenetics, Inc.

The primary asset of SW Kenetics Inc. was a pending patent for modular projectiles. All rights to patent pending application were assigned and transferred to AMMO Technologies, Inc. pursuant to Intellectual Property Rights Agreement on September 27, 2018. Patent amortization expense for the three months ended June 30, 2019 was $35,119. There was no amortization expense for the patent in the three months ended June 30, 2018 as the acquisition was not yet consummated.

We intend to continue building our patent portfolio to protect our proprietary technologies and processes, and will file new applications where appropriate to preserve our rights to manufacture and sell our branded lines of ammunition.

Other Intangible Assets

Other Intangible Assets

On March 15, 2019, Enlight Group II, LLC d/b/a Jagemann Munition Components, a wholly owned subsidiary of AMMO, Inc., completed its acquisition of assets of Jagemann Stamping Company’s ammunition casing manufacturing and sales operations pursuant to the terms of the Amended and Restated Asset Purchase Agreement (See Note 10). The intangible assets acquired include a tradename, customer relationships, and intellectual property. For the three months ended June 30, 2019, amortization of the other intangibles assets was $416,869.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

We continually monitor events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. No impairment expense was recognized for the three months ended June 30, 2019 and 2018.

Revenue Recognition

Revenue Recognition

We generate revenue from the production and sale of ammunition. We recognize revenue according to ASC 606. When the customer obtains control over the promised goods or services, we record revenue in the amount of consideration that we can expect to receive in exchange for those goods and services. The Company applies the following five-step model to determine revenue recognition:

● Identification of a contract with a customer

● Identification of the performance obligations in the contact

● determination of the transaction price

● allocation of the transaction price to the separate performance allocation

● recognition of revenue when performance obligations are satisfied

The Company only applies the five-step model when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception and once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. Our contracts contain a single performance obligation and the entire transaction price is allocated to the single performance obligation. We recognize as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Accordingly, we recognize revenues (net) when the customer obtains control of the Company’s product, which typically occurs upon shipment of the product.

For the three months ended June 30, 2019 and 2018, the Company’s customers that comprised more than ten percent (10%) of total revenues and accounts receivable were as follows:

PERCENTAGES

	Revenues			Accounts Receivable
For the Three-Months ended June 30, 2019
Customers:
A		25.9	%		34.6	%
B		10.5	%		-
C		-			-
		36.4	%		34.6	%
For the Three-Months ended June 30, 2018
Customers:
A		-			-
B		62.4	%		13.0	%
C		-			53.9	%
		62.4	%		66.9	%

Advertising Costs

Advertising Costs

We expense advertising costs as they are incurred. We incurred advertising of $94,213 and $146,615 for the three months ended June 30, 2019 and 2018, respectively.

Inventories

Inventories

We state inventories at the lower of cost or market. We determine cost using the average cost method. Our inventory consists of raw materials, work in progress, and finished goods. Cost of inventory includes cost of parts, labor, quality control, and all other costs incurred to bring our inventories to condition ready to be sold. We periodically evaluate and adjust inventories for obsolescence.

Property and Equipment

Property and Equipment

We state property and equipment at cost, less accumulated depreciation. We capitalize major renewals and improvements, while we charge minor replacements, maintenance, and repairs to current operations. We compute depreciation by applying the straight-line method over estimated useful lives, which are generally five to seven years.

Compensated Absences

Compensated Absences

We accrue a liability for compensated absences in accordance with Accounting Standards Codifications 710 – Compensation – General

Stock-Based Compensation

Stock-Based Compensation

We account for stock-based compensation at fair value in accordance with SFAS No. 123 and 123 (R) (ASC 718). There were 167,500 shares of common stock issued to employees, members of the Board of Directors, and members of the Advisory Committee for services during the three months ended June 30, 2019.

On May 1, 2018, we entered into an employment agreement with Robert D. Wiley, Chief Financial Officer, that included, among other provisions, an equity grant of 100,000 shares of restricted common stock that vests at the rate of 33,333 shares annually for three years. The $250,000 compensation value is being recognized on a straight-line basis over the three-year period covered by the agreement.

From September 2018 through March 2019, we entered into seven separate employment agreements that included in total, among other provisions, equity grants of 535,000 shares of restricted common stock that vests annually over the next four years. The total compensation value of $1,376,000 is being recognized on a straight-line basis over the periods covered by each agreement, up to four years.

Concentrations of Credit Risk

Concentrations of Credit Risk

Accounts at banks are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of June 30, 2019, our bank account balances exceeded federally insured limits.

Income Taxes

Income Taxes

We file federal and state income tax returns in accordance with the applicable rules of each jurisdiction. We account for income taxes under the asset and liability method in accordance with Accounting Standards Codification 740 - Income Taxes (“ASC 740”). The provision for income taxes includes federal, state, and local income taxes currently payable, and deferred taxes. We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable amounts in years in which those temporary differences are expected to be recovered or settled. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. In accordance with ASC 740, we recognize the effect of income tax positions only if those positions are more likely than not of being sustained. We measure recognized income tax positions at the largest amount that is greater than 50% likely of being realized. We reflect changes in recognition or measurement in the period in which the change in judgment occurs. We currently have substantial net operating loss carryforwards. We have recorded a valuation allowance equal to the net deferred tax assets due to the uncertainty of the ultimate realization of the deferred tax assets.

Contingencies

Contingencies

Certain conditions may exist as of the date the consolidated financial statements are issued that may result in a loss to us but will only be resolved when one or more future events occur or fail to occur. We assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against us or unasserted claims that may result in such proceedings, we evaluate the perceived merits of any legal proceedings or unasserted claims and the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability is reasonably estimated, the estimated liability would be accrued in our consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of range of possible loss if determinable and material, would be disclosed. On June 6, 2019, an employee requested to mediate an assertion that they were constructively discharged as an employee, while also asserting other alleged governance and employment deficiencies. If the matter is not otherwise resolved, the employee may initiate litigation against the Company, which the Company would aggressively defend. There were no other known contingencies at June 30, 2019.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In May 2014, FASB issued ASU 2014-09, “Revenue from Contracts with Customers”. This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The revised effective date for this ASU is for annual and interim periods beginning on or after December 15, 2017, and early adoption will be permitted, but not earlier than the original effective date of annual and interim periods beginning on or after December 15, 2016, for public entities. We adopted ASU 2014-09 as of January 1, 2018, and it did not have a material impact on the Company’s consolidated results of operations, financial position or cash flows for the period ended June 30, 2019.

Sales are initiated in three ways –

● third party sales representative obtains signed purchase order from a customer

● direct contact by in-house sales representatives who obtains signed purchase order

● electronic purchase order from a customer (usually the very large customers)

Once a customer’s order is received a sales order is generated by authorized sales or management personnel. Once approved for shipping, the sales order is entered, the inventory control department will pull the purchased items from the inventory or if needed will request the manufacture of a specific product. When the items that were ordered are available for shipment, the merchandise is prepared for shipping and shipped by FedEx or common carrier.

All sales are recorded upon shipment and, depending on credit worthiness of customer, the payment terms will vary from thirty (30) to sixty (60) days. No refunds are allowed on any product shipped.

Each product manufactured by the Company has standard specifications and performance objectives. The Company has an extensive product testing program and, if the Company were given notice of a product defect by a customer, the Company would request the return of the product so that the manufacturing defect could be identified. From inception to March 31, 2019, the Company has had no returned products related to product warranty.

The revenue recognition procedures set forth above have been used by the Company since its inception and are consistent with requirements of ASC 606 “Revenue from Contracts with Customers”.

In February 2016, the FASB issued ASU 2016-02 – “Leases (Topic 842)” Under ASU 2016-02, entities will be required to recognize lease asset and lease liabilities by lessees for those leases classified as operating leases. Among other changes in accounting for leases, a lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to (and a lessor) should include payments to be made in optional periods only if the lessee is reasonably certain to exercise an option to extend the lease or not to exercise an option to terminate the lease. Similarly, optional payments to purchase the underlying asset should be included in the measurement of lease assets and lease liabilities only if the lessee is reasonably certain to exercise that purchase option. The amendments in ASU 2016-02 will become effective for fiscal years beginning after December 15, 2018, including interim periods with those fiscal years for public business entities. We adopted Topic 842 as of April 1, 2019.

On June 20, 2018, the FASB expanded the scope of Accounting Standards Codification (ASC) 718, Compensation – Stock Compensation, to include share-based payments to nonemployees for goods and services. The accounting board said the amendments in Accounting Standards Update (ASU) No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, align the guidance for stock compensation to employees and nonemployees. The amended guidance replaces ASC 505-50, Equity – Equity-Based Payments to Non-Employees. We anticipate that this ASC will not have a material effect on the Company’s financial statements.

The amendments in ASU No. 2018-07 apply “to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards,” the FASB said. But the amended guidance does not cover stock compensation that is used to provide financing to the company that issued the shares or stock awards tied to a sale of goods or services as part of a contract accounted for according to ASC 606, Revenue From Contracts With Customers.

The amendments are effective for public companies for fiscal years that begin after December 15, 2018, and the quarterly and other interim periods in those years, the FASB said the amended guidance can be applied before it becomes effective, but businesses are not permitted to use the guidance in ASU No. 2018-07 before they have implemented ASC 606. We have evaluated the effect of the adoption of ASU 2018-07 will have on our consolidated results of operations, financial position or cash flows and determine the effects will not be material to the Company’s financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

Loss Per Common Share

Loss Per Common Share

We calculate basic loss per share using the weighted-average number of shares of common stock outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities, such as outstanding options and warrants, using various methods, such as the treasury stock or modified treasury stock method, in the determination of dilutive shares outstanding during each reporting period. We have issued warrants to purchase 8,646,216 shares of common stock. All weighted average numbers were adjusted for the reverse stock split and merger transaction. Due to the loss from operations in the three months ended June 30, 2019 and 2018, there are no common shares added to calculate the dilutive EPS for those periods as the effect would be antidilutive.

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Summary of Significant Accounting Policies (Tables)

3 Months Ended

Jun. 30, 2019

Accounting Policies [Abstract]

Schedule of Concentration

For the three months ended June 30, 2019 and 2018, the Company’s customers that comprised more than ten percent (10%) of total revenues and accounts receivable were as follows:

PERCENTAGES

	Revenues			Accounts Receivable
For the Three-Months ended June 30, 2019
Customers:
A		25.9	%		34.6	%
B		10.5	%		-
C		-			-
		36.4	%		34.6	%
For the Three-Months ended June 30, 2018
Customers:
A		-			-
B		62.4	%		13.0	%
C		-			53.9	%
		62.4	%		66.9	%

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Inventories (Tables)

3 Months Ended

Jun. 30, 2019

Inventory Disclosure [Abstract]

Schedule of Inventory

At June 30, 2019 and March 31, 2019, the inventory balances are composed of:

	June 30, 2019		March 31, 2019
Finished product	$	2,809,738	$	2,628,241
Raw materials		2,207,151		1,635,130
Work in process		536,232		509,226
	$	5,553,121	$	4,772,597

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Property and Equipment (Tables)

3 Months Ended

Jun. 30, 2019

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consisted of the following at June 30, 2019 and March 31, 2019:

	June 30, 2019			March 31, 2019
Leasehold improvements	$	111,631		$	98,444
Furniture and fixtures		157,609			154,777
Vehicles		103,511			103,511
Equipment		18,914,770			18,689,140
Tooling		126,190			117,390
Construction in progress		3,352,669			3,352,669
Total property and equipment	$	22,766,380		$	22,515,931
Less accumulated depreciation		(1,098,818	)		(516,144	)
Net property and equipment	$	21,667,562		$	21,999,787

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Leases (Tables)

3 Months Ended

Jun. 30, 2019

Notes to Financial Statements

Schedule of Futures Minimum Lease Payments Under Non-cancellable Leases

Futures minimum lease payments under non-cancellable leases as of June 30, 2019 are as follows:

Years Ended March 31,
2020	$	519,922
2021		693,229
2022		693,229
2023		693,229
2024		640,118
Thereafter		2,168,932
		5,408,659
Less: Interest		(1,001,737	)
	$	4,406,922

Summary of Right of Use Assets and Operating Lease Liabilities

Right of Use Assets and Operating Lease Liabilities on the Balance Sheet:

	June 30, 2019
Current portion	$	483,872
Long-term, net of current portion		3,923,050
	$	4,406,922

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Capital Stock (Tables)

3 Months Ended

Jun. 30, 2019

Stockholders' Equity Note [Abstract]

Schedule of Outstanding and Exercisable Stock Purchase Warrants

At June 30, 2019, outstanding and exercisable stock purchase warrants consisted of the following:

	Number of Shares		Weighted Averaged Exercise Price		Weighted Average Life Remaining (Years)
Outstanding at March 31, 2019	$	8,143,115	$	2.09		4.35
Granted		503,101		2.36		4.80
Exercised		-		-		-
Forfeited or cancelled		-		-		-
Outstanding at June 30, 2019		8,646,216	$	2.11		4.13
Exercisable at June 30, 2019		8,646,216	$	2.11		4.13

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Organization and Business Activity (Details Narrative) - shares			3 Months Ended
	Mar. 17, 2017	Dec. 15, 2016	Jun. 30, 2019
Number of shares sold		475,681
Number of shares issued for pre split		11,891,976
Reverse stock split		1-for-25 reverse stock split ("Reverse Split") of the issued and outstanding shares of the common stock of the Company. As a result of the reverse split, the previous issued and outstanding shares of common stock became 580,052 shares; no shareholder was reversed below 100 shares, and all fractional shares resulting from the reverse split were rounded up to the next whole share.
Number of shares issued, post reverse split		580,052
Number of shares newly issued			1,256,833
PRIVCO Agreement [Member]
Number of shares newly issued	17,285,800
Number of shares retired	475,681
Number of shares issued to satisfy an issuance commitment	500,000
Number of shares, equivalent to the issuance	604,371

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Summary of Significant Accounting Policies (Details Narrative) - USD ($)						3 Months Ended		7 Months Ended
	Oct. 05, 2018	May 01, 2018	Feb. 06, 2018	Sep. 28, 2017	Sep. 13, 2017	Jun. 30, 2019	Jun. 30, 2018	Mar. 31, 2019
Allowance for doubtful accounts						$ 25,721		$ 129,635
Common stock issued for cash , shares						1,256,833
Agreement term, description						Under the terms of the Exclusive License Agreement, the Company is obligated to pay a royalty to the patent holder, based on a $0.01 per unit basis for each round of ammunition sold that incorporates this patented technology through October 29, 2028
Amortization of other intangible assets						$ 416,869
Impairment expense
Concentration Percentage						10.00%	10.00%
Advertising costs						$ 94,213	$ 146,615
Number of shares issued for services						63,492
Contingency
Warrants [Member]
Antidilutive securities excluded from computation of earnings per share, amount						8,646,216
Minimum [Member]
Property and equipment useful life						5 years
Customers payment due term						30 days
Maximum [Member]
Property and equipment useful life						7 years
Federal deposit insurance corporation limit						$ 250,000
Customers payment due term						60 days
Employees, Members of Board of Directors and Advisory Committee [member]
Number of shares issued for services						167,500
Robert D. Wiley [Member] | Employment agreement [Member]
Option granted		100,000
Options vesting in period		33,333
Vesting period		3 years
Compensation expenses		$ 250,000
Three Employee Agreements [Member] | Employment agreement [Member]
Option granted								535,000
Vesting period								4 years
Each compensation value recognized on straight-line basis								$ 1,376,000
SW Kenetics Inc. [Member] | Claw Back Provisions [Member]
Number of shares issued in acquisition	1,700,002
SW Kenetics Inc. [Member] | Three Shareholders [Member] | Restricted Stock [Member]
Number of shares issued in acquisition	1,700,002
Cash payment	$ 250,000
Contingent Consideration Payable	1,250,000
SW Kenetics Inc. [Member] | Three Shareholders [Member] | Milestone One [Member] | Claw Back Provisions [Member]
Cash payment	50,000
SW Kenetics Inc. [Member] | Three Shareholders [Member] | Milestone Two [Member] | Claw Back Provisions [Member]
Cash payment	$ 50,000
Hallam, Inc [Member]
Ownership percentage in ATI				100.00%
Licensing Agreements [Member]
Amortization expense						$ 12,500	12,500
Patents [Member]
Payment of note payable related party						$ 2,558	7,147
Share price						$ 1.25
Shares issued for patents, amount						$ 950,000
Patent amortization expense						21,269	21,269
Patents [Member] | SW Kenetics Inc. [Member]
Patent amortization expense						$ 35,119
Jesse James [Member] | Licensing Agreements [Member]
Common stock issued for cash , shares						100,000
Additional common stock issued						75,000
Gross sale						$ 15,000,000
Jeff Rann [Member] | Licensing Agreements [Member]
Common stock issued for cash , shares						100,000
Additional common stock issued						75,000
Gross sale						$ 15,000,000
Two Shareholders [Member] | Hallam, Inc [Member]
Shares issued for patents, share				600,000
Payment of note payable related party				$ 200,000
Shareholders [Member] | Hallam, Inc [Member]
Payment of note payable related party			$ 100,000		$ 100,000

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Summary of Significant Accounting Policies - Schedule of Concentration (Details)	3 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Concentration Percentage	10.00%	10.00%
Customer Concentration Risk [Member] | Revenues [Member]
Concentration Percentage	36.40%	62.40%
Customer Concentration Risk [Member] | Revenues [Member] | Customer A [Member]
Concentration Percentage	25.90%	0.00%
Customer Concentration Risk [Member] | Revenues [Member] | Customer B [Member]
Concentration Percentage	10.50%	62.40%
Customer Concentration Risk [Member] | Revenues [Member] | Customer C [Member]
Concentration Percentage	0.00%	0.00%
Customer Concentration Risk [Member] | Accounts Receivable [Member]
Concentration Percentage	34.60%	66.90%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer A [Member]
Concentration Percentage	34.60%	0.00%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | B [Member]
Concentration Percentage	0.00%	13.00%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | C [Member]
Concentration Percentage	0.00%	53.90%

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Inventories - Schedule of Inventory (Details) - USD ($)	Jun. 30, 2019	Mar. 31, 2019
Inventory Disclosure [Abstract]
Finished product	$ 2,809,738	$ 2,628,241
Raw materials	2,207,151	1,635,130
Work in process	536,232	509,226
Inventory, net	$ 5,553,121	$ 4,772,597

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Property and Equipment (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 582,674	$ 54,923

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Property and Equipment - Schedule of Property and Equipment (Details) - USD ($)	Jun. 30, 2019	Mar. 31, 2019
Total property and equipment	$ 22,766,380	$ 22,515,931
Less accumulated depreciation	(1,098,818)	(516,144)
Net equipment	21,667,562	21,999,787
Leasehold Improvements [Member]
Total property and equipment	111,631	98,444
Furniture and Fixtures [Member]
Total property and equipment	157,609	154,777
Vehicles [Member]
Total property and equipment	103,511	103,511
Equipment [Member]
Total property and equipment	18,914,770	18,689,140
Tooling [Member]
Total property and equipment	126,190	117,390
Construction in Progress [Member]
Total property and equipment	$ 3,352,669	$ 3,352,669

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Leases (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2019	Mar. 31, 2019
Notes to Financial Statements
Operating lease liability, current	$ 483,872
Lease expense	124,500
Operating lease expense	117,243
Other lease associated expenses	$ 7,257

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Leases - Schedule of Futures Minimum Lease Payments Under Non-cancellable Leases (Details)	Jun. 30, 2019 USD ($)
Notes to Financial Statements
2020	$ 519,922
2021	693,229
2022	693,229
2023	693,229
2024	640,118
Thereafter	2,168,932
Total lease payments	5,408,659
Less: Interest	(1,001,737)
Present value of lease liabilities	$ 4,406,922

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Leases - Summary of Right of Use Assets and Operating Lease Liabilities (Details) - USD ($)	Jun. 30, 2019	Mar. 31, 2019
Notes to Financial Statements
Current portion	$ 483,872
Long-term, net of current portion	3,923,050
Total operating lease liabilities	$ 4,406,922

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Convertible Promissory Notes (Details Narrative) - USD ($)				3 Months Ended		12 Months Ended
	Jun. 05, 2019	Mar. 29, 2019	Jan. 09, 2019	Jun. 30, 2019	Jun. 30, 2018	Mar. 31, 2019	Feb. 28, 2019
Convertible promissory note principal amount						$ 300,000
Note Issuance Costs						24,144
Interest expense debt				$ 18,226		151,856
Conversion price per shares	$ 2.50
Convertible promissory notes	$ 300,000	$ 1,410,000
Accrued interest payable	$ 18,226	$ 52,065
Debt instrument conversion shares	127,291	731,039		127,291
Debt instrument conversion debt amount				$ 318,226
Unamortized note issuance costs						23,145
Paulson Investment Company [Member]
Interest expense debt		$ 358,800
Debt instrument conversion debt amount	$ 9,000	$ 42,300
Debt instrument conversion rate	3.00%	3.00%
Unamortized note issuance costs		$ 118,351
Holders [Member]
Conversion price per shares							$ 2.00
Warrant exercise price							$ 2.40
Common Shares [Member]
Debt instrument conversion shares				127,291
Debt instrument conversion debt amount				$ 127
Qualified Financing [Member]
Debt instrument maturity date description			The Maturity Date of the notes is the two year anniversary from the date of issuance.
Conversion price per shares			$ 2.50
Proceeds for convertible debt			$ 10,000,000
Qualified Financing [Member] | Common Shares [Member]
Debt issuance percentage			100.00%
Conversion price per shares			$ 2.50
Convertible Promissory Notes [Member]
Interest expense debt						$ 65,291
Accredited Investors [Member]
Debt issuance percentage			10.00%
Convertible promissory note principal amount			$ 1,710,000
Note Issuance Costs			176,000
Accredited Investors [Member] | Commission Fees [Member]
Debt instrument fee amount			171,000
Accredited Investors [Member] | Escrow Fees [Member]
Debt instrument fee amount			$ 5,000

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Notes Payable - Related Party (Details Narrative) - USD ($)					1 Months Ended
	May 03, 2019	Mar. 31, 2019	Mar. 25, 2019	Mar. 15, 2019	May 31, 2019	Jun. 05, 2019	Mar. 29, 2019
Accrued interest						$ 18,226	$ 52,065
Jageman Stamping Company's [Member] | Equipment [Member]
Purchase of equipment		$ 18,869,541
Promissory Note [Member] | Shareholder [Member]
Debt interest rate	2.56%
Purchase of note	$ 375,000
Debt instrument, maturity date	Aug. 03, 2019
Promissory Note [Member] | Jageman Stamping Company's [Member]
Payment of note payable related party		9,900,000	$ 500,000	$ 10,400,000	$ 1,500,000
Debt instrument maturity date description				On April 30, 2019, the original due date of the note was subsequently extended to April 1, 2020.
Debt interest rate				4.60%
Increase in interest rate				9.00%
Accrued interest		$ 22,196

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Capital Stock (Details Narrative) - USD ($)				1 Months Ended	3 Months Ended
	Jun. 05, 2019	Mar. 29, 2019	Dec. 15, 2016	Dec. 31, 2018	Jun. 30, 2019	Mar. 31, 2019
Common stock issued					1,256,833
Common stock issued, value					$ 1,797,100
Common stock issued for convertible notes	127,291	731,039			127,291
Common stock issued for convertible notes, value					$ 318,226
Common stock issued for services					63,492
Common stock issued for services, value					$ 200,000
Number of stock sold			475,681
Common Shares [Member]
Common stock issued					898,550
Common stock issued, value					$ 899
Common stock issued for convertible notes					127,291
Common stock issued for convertible notes, value					$ 127
Common stock issued for services					63,492
Common stock issued for services, value					$ 63
Warrants [Member]
Warrants outstanding					8,646,216	8,143,115
Warrants [Member] | Until March 2020 [Member]
Warrants exercise price					$ 2.50
Warrants issued to purchase common stock					349,060
Warrants [Member] | Until April 2025 [Member]
Warrants exercise price					$ 1.65
Warrants issued to purchase common stock					966,494
Warrants [Member] | Over Next Three to Five Years [Member]
Warrants exercise price					$ 2.00
Warrants issued to purchase common stock					4,601,639
Warrants [Member] | Over Next Five Years [Member]
Warrants exercise price					$ 2.40
Warrants issued to purchase common stock					2,729,023
Placement Agreement [Member]
Cash fee					$ 164,567
Placement Agreement [Member] | Common Shares [Member]
Number of stock sold					898,550
Cash fee in percentage				12.00%
Placement Agreement [Member] | Warrants [Member]
Warrants exercise price				$ 2.00
Number of stock sold					449,275
Number of stock sold, value					$ 1,797,100
Cash fee in percentage				12.00%
Investors [Member]
Common stock issued					898,550
Common stock issued, value					$ 1,797,100
Investors [Member] | Placement Agreement [Member]
Unit price of offering				$ 2.00
Warrants exercise price				$ 2.40
Warrant terms				5 years
Offering consisted units description				The offering consisted of Units priced at $2.00, which included one share of common stock and one five-year warrant to purchase an additional half-share of common stock for an exercise price of $2.40 per share. Effectively, every two units purchased provided the investor with a five-year warrant at an exercise price of $2.40 per share.
Employees, Members of Board of Directors and Advisory Committee [member]
Common stock issued, value					$ 333,250
Common stock issued for services					167,500
Employees, Members of Board of Directors and Advisory Committee [member]
Common stock issued					167,500

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Capital Stock - Schedule of Outstanding and Exercisable Stock Purchase Warrants (Details) - Warrants [Member]	3 Months Ended
	Jun. 30, 2019 $ / shares shares
Number of Shares, Outstanding Beginning | shares	8,143,115
Number of Shares Granted | shares	503,101
Number of Shares Exercised | shares
Number of Shares Forfeited or Cancelled | shares
Number of Shares Outstanding Ending | shares	8,646,216
Number of Shares Exercisable | shares	8,646,216
Weighted Average Exercise Price Outstanding Beginning | $ / shares	$ 2.09
Weighted Average Exercise Price Granted | $ / shares	2.36
Weighted Average Exercise Price Exercised | $ / shares
Weighted Average Exercise Price Forfeited or Cancelled | $ / shares
Weighted Average Exercise Price Outstanding Ending | $ / shares	2.11
Weighted Average Exercise Price Exercisable | $ / shares	$ 2.11
Weighted Average Life Remaining (years) Outstanding Beginning	4 years 4 months 6 days
Weighted Average Life Remaining (years), Granted	4 years 9 months 18 days
Weighted Average Life Remaining (years) Outstanding Ending	4 years 1 month 16 days
Weighted Average Life Remaining (years), Exercisable	4 years 1 month 16 days

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Subsequent Events (Details Narrative) - USD ($)	Aug. 13, 2019	Dec. 15, 2016
Number of stock sold		475,681
Subsequent Event [Member] | Common Shares [Member]
Number of stock sold	47,500
Number of stock sold, value	$ 95,000
Subsequent Event [Member] | Warrants [Member]
Warrants issued to purchase common stock	23,750
Warrants exercise price	$ 2.40
Subsequent Event [Member] | Warrants [Member] | Placement Agent [Member]
Accrued commissions	$ 11,400
Warrants payable	5,700
Subsequent Event [Member] | FSW Funding [Member]
Proceeds from accounts receivable financing	$ 1,200,000