OUTDOOR HOLDING CO, 10-K filed on 6/16/2025
Annual Report
v3.25.2
Cover - USD ($)
 12 Months Ended
Mar. 31, 2025
Jun. 10, 2025
Sep. 30, 2024
Document Type 10-K    
Amendment Flag false    
Document Annual Report true    
Document Transition Report false    
Document Period End Date Mar. 31, 2025    
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2025    
Current Fiscal Year End Date --03-31    
Entity File Number 001-13101    
Entity Registrant Name Outdoor Holding Company    
Entity Central Index Key 0001015383    
Entity Tax Identification Number 83-1950534    
Entity Incorporation, State or Country Code DE    
Entity Address, Address Line One 7681 E Gray Road    
Entity Address, City or Town Scottsdale    
Entity Address, State or Province AZ    
Entity Address, Postal Zip Code 85260    
City Area Code (480)    
Local Phone Number 947-0001    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status No    
Entity Interactive Data Current No    
Entity Filer Category Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
Entity Shell Company false    
Entity Public Float     $ 122,262,535
Entity Common Stock, Shares Outstanding   116,814,159  
Documents Incorporated By Reference

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Definitive Proxy Statement on Schedule 14A to be furnished to stockholders in connection with its 2025 Annual Meeting of Stockholders are incorporated by reference in Part III, Items 10-14 of this Annual Report on Form 10-K.

    
ICFR Auditor Attestation Flag true    
Document Financial Statement Error Correction [Flag] false    
Auditor Firm ID 342    
Auditor Name PANNELL KERR FORSTER OF TEXAS, P.C.    
Auditor Location Texas    
Auditor Opinion [Text Block]

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Outdoor Holding Company and Subsidiaries (the “Company”) as of March 31, 2025 and 2024, the related consolidated statements of operations, stockholders’ equity and cash flows for each of the years in the three year period ended March 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three year period ended March 31, 2025 in conformity with U. S. Generally Accepted Accounting Principles.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of March 31, 2025, based on criteria established in Internal Control—Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated June 16, 2025, expressed an adverse opinion.

    
Common Stock 0.001 Par Value [Member]      
Title of 12(b) Security Common Stock, $0.001 par value    
Trading Symbol POWW    
Security Exchange Name NASDAQ    
8.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 Par Value [Member]      
Title of 12(b) Security 8.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value    
Trading Symbol POWWP    
Security Exchange Name NASDAQ    
v3.25.2
Consolidated Balance Sheets - USD ($)
Mar. 31, 2025
Mar. 31, 2024
Current Assets:    
Cash and cash equivalents $ 30,227,796 $ 55,586,441
Accounts receivable, net 10,189,011 10,796,433
Prepaid expenses 1,233,611 1,495,224
Current assets held for sale 30,497,720 63,647,168
Total Current Assets 72,148,138 131,525,266
Equipment, net 6,477,684 4,538,038
Other Assets:    
Deposits 83,278 27,244
Intangible assets, net 98,891,767 111,013,201
Goodwill 90,870,094 90,870,094
Right of use assets - operating leases 1,466,026 2,000,093
Deferred income tax asset   4,407,491
Noncurrent assets held for sale 27,392,642 58,657,908
TOTAL ASSETS 297,329,629 403,039,335
Current Liabilities:    
Accounts payable 18,079,577 15,628,309
Accrued liabilities 37,413,636 2,854,196
Current portion of operating lease liability 519,522 479,651
Current liabilities held for sale 6,080,182 12,012,893
Total Current Liabilities 62,092,917 30,975,049
Long-term Liabilities:    
Income tax payable 1,609,520 1,609,520
Operating lease liability, net of current portion 1,035,813 1,609,836
Noncurrent liabilities held for sale 10,564,816 10,795,079
Total Liabilities 75,303,066 44,989,484
Shareholders’ Equity:    
Series A cumulative perpetual preferred stock 8.75%, ($25.00 per share, $0.001 par value) 1,400,000 shares issued and outstanding as of March 31, 2025 and 2024, respectively 1,400 1,400
Common stock, $0.001 par value, 200,000,000 shares authorized 120,531,507 and 120,531,507 shares issued and 116,814,190 and 119,181,067 outstanding at March 31, 2025 and 2024, respectively 116,816 119,181
Additional paid-in capital 434,335,782 430,525,824
Accumulated deficit (203,862,034) (69,923,398)
Treasury Stock (8,565,401) (2,673,156)
Total Shareholders’ Equity 222,026,563 358,049,851
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 297,329,629 403,039,335
Other Intangible Assets [Member]    
Other Assets:    
Intangible assets, net $ 98,891,767 $ 111,013,201
v3.25.2
Consolidated Balance Sheets (Parenthetical) - $ / shares
 12 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Statement of Financial Position [Abstract]    
Preferred stock, dividend rate percentage 8.75% 8.75%
Preferred stock, stated value per share $ 25 $ 25
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares issued 1,400,000 1,400,000
Preferred stock, shares outstanding 1,400,000 1,400,000
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 200,000,000 200,000,000
Common stock, shares issued 118,744,093 120,531,507
Common stock, shares outstanding 116,814,190 119,181,067
v3.25.2
Consolidated Statements of Operations - USD ($)
 12 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Mar. 31, 2023
Net revenues $ 49,401,547 $ 53,942,076 $ 63,149,673
Cost of revenues 6,468,031 7,660,541 9,116,939
Gross profit 42,933,516 46,281,535 54,032,734
Operating expenses      
Selling and marketing 610,926 190,420 2,187,466
Corporate general and administrative 70,594,542 23,436,308 18,965,699
Employee salaries and related expenses 17,851,628 16,063,506 17,811,873
Depreciation and amortization expense 13,589,698 13,034,306 12,700,436
Total operating expenses 102,646,794 52,724,540 51,665,474
Income/(loss) from operations (59,713,278) (6,443,005) 2,367,260
Other expenses      
Other income/(expense) 860,293 (174,447) (13,868)
Interest expense (82,173) 318,984 (77,806)
Total other income/(expense) 778,120 144,537 (91,674)
Income/(loss) before income taxes from continuing operations (58,935,158) (6,298,468) 2,275,586
Provision (benefit) for income taxes 6,286,305 (948,292) (1,347,055)
Net income/(loss) from continuing operations (65,221,463) (5,350,176) 3,622,641
Preferred stock dividend (3,105,036) (3,122,049) (3,105,034)
Net loss before discontinued operations (68,326,499) (8,472,225) 517,607
Loss from discontinued operations, net of tax (65,612,137) (11,243,433) (12,389,327)
Net loss attributable to common stock shareholders $ (133,938,636) $ (19,715,658) $ (11,871,720)
Basic loss per share of common stock:      
Continuing operations $ (0.58) $ (0.07) $ 0
Discontinued operations (0.56) (0.1) (0.11)
Total basic loss per share of common stock (1.14) (0.17) (0.11)
Diluted loss per share of common stock:      
Continuing operations (0.58) (0.07) 0
Discontinued operations (0.56) (0.1) (0.11)
Total diluted loss per share of common stock $ (1.14) $ (0.17) $ (0.11)
Weighted average number of shares outstanding      
Basic 117,642,232 118,249,486 117,177,885
Diluted 117,642,232 118,249,486 117,177,885
v3.25.2
Consolidated Statements of Shareholders' Equity - USD ($)
Total
Preferred Stock [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Accumulated (Deficit) [Member]
Treasury Stock [Member]
Balance at Mar. 31, 2022 $ 375,857,901 $ 1,400 $ 116,487 $ 414,084,541 $ (38,344,527)
Balance, shares at Mar. 31, 2022   1,400,000 116,485,747      
Common stock issued for exercised warrants 101,506 $ 200 101,306
Common stock issued for exercised warrants, shares     200,003      
Common stock issued for cashless warrant exercise $ 99 (99)
Common stock issued for cashless warrant exercise, shares     99,762      
Employee stock awards 10,128,236 $ 1,776 10,126,460
Employee stock awards, shares     1,777,294      
Warrants issued for services 427,639 427,639
Preferred stock dividends declared (638,071) (638,071)
Dividends accumulated on preferred stock (144,618) (144,618)
Preferred stock dividend (2,322,346) (2,322,346)
Net Income (Loss) (8,766,686) (8,766,686)
Treasury shares purchased (522,426) $ (268) (522,158)
Treasury shares purchased, shares     (268,328)      
Balance at Mar. 31, 2023 374,121,135 $ 1,400 $ 118,294 424,739,847 (50,216,248) (522,158)
Balance, shares at Mar. 31, 2023   1,400,000 118,294,478      
Common stock issued for exercised warrants 76,200   $ 32 76,168
Common stock issued for exercised warrants, shares     31,750      
Employee stock awards 5,281,288   $ 1,937 5,279,351
Employee stock awards, shares     1,936,951      
Common stock purchase options 430,458   430,458
Preferred stock dividends declared (638,071)   (638,071)
Dividends accumulated on preferred stock (144,618)   (144,618)
Preferred stock dividend (2,330,852)   (2,330,852)
Net Income (Loss) (16,593,609)   (16,593,609)
Treasury shares purchased (2,152,080)   $ (1,082) (2,150,998)
Treasury shares purchased, shares     (1,082,112)      
Balance at Mar. 31, 2024 358,049,851 $ 1,400 $ 119,181 430,525,824 (69,923,398) (2,673,156)
Balance, shares at Mar. 31, 2024   1,400,000 119,181,067      
Employee stock awards 4,350,582 $ 1,493 4,349,089
Employee stock awards, shares     1,490,832      
Common stock purchase options 123,936 123,936
Repurchase of common shares (663,488)   $ (421) (663,067)
Repurchase of common shares, shares     (421,103)      
Dividends accumulated on preferred stock (552,951) (552,951)
Preferred stock dividend (2,552,085) (2,552,085)
Net Income (Loss) (130,833,600) (130,833,600)
Treasury shares purchased (5,895,682) $ (3,437) (5,892,245)
Treasury shares purchased, shares     (3,436,606)      
Balance at Mar. 31, 2025 $ 222,026,563 $ 1,400 $ 116,816 $ 434,335,782 $ (203,862,034) $ (8,565,401)
Balance, shares at Mar. 31, 2025   1,400,000 116,814,190      
v3.25.2
Consolidated Statements of Cash Flow - USD ($)
 12 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Mar. 31, 2023
Cash flows from operating activities:      
Net loss $ (130,833,600) $ (16,593,609) $ (8,766,686)
Loss from discontinued operations, net of tax (65,612,137) (11,243,433) (12,389,327)
Net Income/(Loss) from continuing operations (65,221,463) (5,350,176) 3,622,641
Adjustments to reconcile net income/(loss) to net cash provided by (used in) operations      
Depreciation and amortization 13,589,698 13,034,306 12,700,436
Employee stock awards 4,350,580 5,281,288 10,128,236
Gain on disposal of assets   263,290  
Common stock purchase options 123,936 430,458
Allowance for doubtful accounts 637,789 401,585
Reduction in right of use asset 534,067 476,252 629,140
Warrant issued for services 213,819
Valuation allowance (35,964,755)
Deferred income taxes 40,372,246 (3,811,735) 712,239
Changes in Current Assets and Liabilities      
Accounts receivable (30,367) 1,014,281 2,775,529
Due to (from) related parties 15,000
Prepaid expenses 261,613 3,674,454 1,881,046
Deposits (56,034) 1,153,145 (1,000)
Accounts payable 2,451,268 1,142,140 (1,224,527)
Accrued liabilities 34,423,330 307,905 (500,705)
Operating lease liability (534,152) (499,448) (647,480)
Net cash provided by (used in) operating activities - continuing operations (5,062,244) 17,517,745 30,304,374
Cash flows from investing activities:      
Purchase of property and equipment (3,407,910) (2,652,611) (1,756,969)
Net cash used in investing activities - continuing operations (3,407,910) (2,652,611) (1,756,969)
Cash flow from financing activities:      
Payments on insurance premium note payment 0 (3,174,834) (2,134,143)
Common stock issued for exercised warrants 76,200 101,506
Repurchase of common shares (663,488)
Preferred stock dividends paid (2,968,925) (2,968,923) (2,960,416)
Common stock repurchase plan (5,895,682) (2,152,080) (522,426)
Net cash used in financing activities (9,528,095) (8,219,637) (5,515,479)
Cash flow from discontinued operations:      
Net cash provided by (used in) operating activities of discontinued operations (5,043,716) 15,117,346 5,251,992
Net cash used in investing activities of discontinued operations (2,075,743) (5,372,154) (10,784,356)
Net cash used in financing activities of discontinued operations (240,937) (438,275) (1,147,010)
Net cash provided by (used in) discontinued operations (7,360,396) 9,306,917 (6,679,374)
Net increase/(decrease) in cash (25,358,645) 15,952,414 16,352,552
Cash, beginning of period 55,586,441 39,134,027 23,281,475
Restricted cash, beginning of period 500,000
Cash and restricted cash, end of period 30,227,796 55,586,441 39,634,027
Restricted cash, end of period 500,000
Cash, end of period 30,227,796 55,586,441 39,134,027
Cash paid during the period for:      
Interest 699,929 667,063 665,043
Income taxes 1,302,811
Non-cash investing and financing activities:      
Operating lease liability 1,214,711 901,076
Note issued for insurance premium payment 1,056,199 4,252,778
Dividends accumulated on preferred stock $ 136,111 $ 144,618 $ 144,618
v3.25.2
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Mar. 31, 2023
Pay vs Performance Disclosure      
Net Income (Loss) $ (130,833,600) $ (16,593,609) $ (8,766,686)
v3.25.2
Insider Trading Arrangements
 3 Months Ended
Mar. 31, 2025
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.25.2
Cybersecurity Risk Management, Strategy, and Governance
 12 Months Ended
Mar. 31, 2025
Cybersecurity Risk Management, Strategy, and Governance [Line Items]  
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]

ITEM 1C. CYBERSECURITY

Risk Management and Strategy

As a publicly traded e-commerce outdoor company, we are acutely aware of the importance of robust cybersecurity measures in safeguarding our information assets, operational integrity, and reputation. Our approach to cybersecurity risk management is integrated into our broader risk management framework and overseen by our Board of Directors.

We have established comprehensive processes to assess, identify, and manage material risks from cybersecurity threats. These processes include continuous evaluation of potential threats, regular security assessments of third-party service providers, and stringent monitoring procedures to mitigate risks related to data breaches and other security incidents. We periodically engage third-party consultants, legal advisors, and audit firms to evaluate and assess our risk management systems and to assist in the remediation of potential cybersecurity incidents, as necessary.

Our Information Security Program (the “Program”) is designed to protect personal and proprietary information in compliance with federal and state requirements. The Program aims to:

•
ensure the security and confidentiality of employee and customer personal information, as well as Company proprietary information;
•
protect against anticipated threats or hazards to the security or integrity of such information; and
•
prevent unauthorized access to, use of, or transfer of such information, thereby protecting the Company, its employees, and customers from potential harm or inconvenience.

We use a variety of tools and services, including network monitoring, vulnerability assessments, and tabletop exercises, to enhance our cybersecurity posture. Our incident response plan is comprehensive, detailing procedures for preparing for, detecting, responding to, and recovering from cybersecurity incidents. This plan includes processes for triaging, assessing the severity of, escalating, containing, investigating, and remediating cybersecurity incidents, while ensuring compliance with relevant legal obligations.

In addition to internal measures, we manage cybersecurity risks associated with third-party suppliers, particularly those with access to our systems or confidential data. We perform due diligence on critical third-party suppliers and monitor identified cybersecurity threats. We require these suppliers to contractually agree to manage their cybersecurity risks according to our standards or to submit to cybersecurity audits conducted by our agents.

We regularly engage third-party experts to conduct information security testing, including penetration testing, on our systems and infrastructure. The Program undergoes periodic external assessments aligned with the National Institute of Standards and Technology Cybersecurity Framework and the Payment Card Industry Data Security Standard. This alignment helps us identify, assess, and manage cybersecurity risks relevant to our business.

Governance

Our Board of Directors oversees our cybersecurity risk management. Directors receive reports as requested from management, including senior IT leadership and third parties, on cybersecurity matters. Additionally, the Board of Directors is kept informed about cybersecurity risks as part of our overall enterprise risk management program and through regular business updates.

Senior IT leaders and compliance officer are responsible for developing and implementing appropriate cybersecurity programs and ensuring our compliance with applicable laws and regulations. These leaders, equipped with relevant degrees, certifications, and extensive work experience, are informed by their cybersecurity teams about ongoing efforts to prevent, detect, mitigate, and remediate cybersecurity incidents.

Information regarding cybersecurity risks is communicated through various channels, including direct discussions between key leaders and Company management, and reports to the Board of Directors and its committees. The Board of Directors regularly receives updates from our compliance officer and senior IT leadership on the status of our cybersecurity measures and any significant developments.

Our commitment to cybersecurity is a fundamental aspect of our operational strategy, ensuring the protection of our information assets, the continuity of our operations, and the trust of our stakeholders.

We have experienced cybersecurity incidents in the ordinary course of business and will continue to experience risks from cybersecurity threats that could have a material adverse effect on our business strategy, results of operations, or financial condition. Although prior cybersecurity incidents have not had a material adverse effect on our business strategy, results of operations, or financial condition to date, any actual or perceived breach of our security could damage our reputation, adversely affect our operations, or subject us to third-party lawsuits, regulatory investigations and fines or other actions or liabilities, any of which could materially adversely affect our business strategy, results of operations, or financial condition. For more information on our cybersecurity related risks, see “Breaches of our information systems could adversely affect our reputation, disrupt our operations, and result in increased costs and loss of sales.” and “A failure of our information technology systems, or an interruption in their operation due to internal or external factors including cyber-attacks, could have a material adverse effect on our business, financial condition or results of operations.” in Item 1A “Risk Factors” of this Annual Report.
Cybersecurity Risk Management Processes Integrated [Flag] true
Cybersecurity Risk Management Processes Integrated [Text Block] Our approach to cybersecurity risk management is integrated into our broader risk management framework and overseen by our Board of Directors.
Cybersecurity Risk Management Third Party Engaged [Flag] true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag] true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] false
Cybersecurity Risk Board of Directors Oversight [Text Block]

Our Board of Directors oversees our cybersecurity risk management. Directors receive reports as requested from management, including senior IT leadership and third parties, on cybersecurity matters. Additionally, the Board of Directors is kept informed about cybersecurity risks as part of our overall enterprise risk management program and through regular business updates.

Senior IT leaders and compliance officer are responsible for developing and implementing appropriate cybersecurity programs and ensuring our compliance with applicable laws and regulations. These leaders, equipped with relevant degrees, certifications, and extensive work experience, are informed by their cybersecurity teams about ongoing efforts to prevent, detect, mitigate, and remediate cybersecurity incidents.

Information regarding cybersecurity risks is communicated through various channels, including direct discussions between key leaders and Company management, and reports to the Board of Directors and its committees. The Board of Directors regularly receives updates from our compliance officer and senior IT leadership on the status of our cybersecurity measures and any significant developments.

Our commitment to cybersecurity is a fundamental aspect of our operational strategy, ensuring the protection of our information assets, the continuity of our operations, and the trust of our stakeholders.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block] Directors receive reports as requested from management, including senior IT leadership and third parties, on cybersecurity matters. Additionally, the Board of Directors is kept informed about cybersecurity risks as part of our overall enterprise risk management program and through regular business updates.
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]

Senior IT leaders and compliance officer are responsible for developing and implementing appropriate cybersecurity programs and ensuring our compliance with applicable laws and regulations. These leaders, equipped with relevant degrees, certifications, and extensive work experience, are informed by their cybersecurity teams about ongoing efforts to prevent, detect, mitigate, and remediate cybersecurity incidents.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block] These leaders, equipped with relevant degrees, certifications, and extensive work experience, are informed by their cybersecurity teams about ongoing efforts to prevent, detect, mitigate, and remediate cybersecurity incidents.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block] Information regarding cybersecurity risks is communicated through various channels, including direct discussions between key leaders and Company management, and reports to the Board of Directors and its committees.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag] true
v3.25.2
ORGANIZATION AND BUSINESS ACTIVITY
 12 Months Ended
Mar. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
ORGANIZATION AND BUSINESS ACTIVITY

NOTE 1 – ORGANIZATION AND BUSINESS ACTIVITY

Outdoor Holding Company ("Outdoor Holding," "we," "us," "our" or the "Company") began its operations in 2017 as a vertically integrated producer of high-performance ammunition and premium components. Following the acquisition of the GunBroker business ("GunBroker") in 2021, we conducted operations through two operating and reportable segments, Ammunition and Marketplace. The Ammunition segment engaged in the design, production and marketing of ammunition, ammunition components and related products. The Marketplace segment consists of the GunBroker e-commerce marketplace (“Marketplace”), which, in its role as an auction site, supports the lawful sale of firearms, ammunition, and hunting/shooting accessories. In addition, GunBroker helps provide the outdoors community with a state and federal compliant solution that connects buyers with sellers across the United States with local federally licensed firearm dealers.

Prior to the sale of the ammunition manufacturing business (see “Assets Held for Sale and Discontinued Operations” under Note 2), our Ammunition segment manufactured small arms ammunition and their components for the commercial, military, and law enforcement communities. Our manufacturing operations were based out of Manitowoc, Wisconsin ("WI"). We emphasized an American heritage by using predominantly American-made components and raw materials in our products that were produced, inspected, and packaged at our facility in Manitowoc, WI. Following the sale of the ammunition manufacturing business, the Company continues to operate its online Marketplace business.

The Company changed its name from AMMO, Inc. to Outdoor Holding Company on April 21, 2025.
v3.25.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 12 Months Ended
Mar. 31, 2025
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of Outdoor Holding Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation.

Assets Held for Sale and Discontinued Operations

In accordance with Accounting Standards Codification (“ASC”) Subtopic 205-20 “Discontinued Operations,” a business is classified as held for sale when management having the authority to approve the action commits to a plan to sell the business, the business is available for immediate sale in its present condition and an active program to locate a buyer has been initiated. Additionally, the sale must be probable to occur during the next 12 months at a price that is reasonable in relation to its current fair value and actions required to complete the plan indicate it is unlikely significant changes to the plan will be made or the plan will be withdrawn. A business classified as held for sale is recorded at the lower of (i) its carrying amount and (ii) estimated fair value less costs to sell. When the carrying amount of the business exceeds its estimated fair value less costs to sell, a loss is recognized and updated each reporting period as appropriate. Assets held for sale are not depreciated or amortized.

The results of operations of businesses classified as held for sale are reported as discontinued operations if the disposal represents a strategic shift that will have a major effect on the entity’s operations and financial results. When a business is identified for discontinued operations reporting: (i) results for prior periods are retrospectively reclassified as discontinued operations; (ii) results of operations are reported in a single line, net of tax, in the consolidated statement of operations; and (iii) assets and liabilities are reported as held for sale in the consolidated balance sheets in the period in which the business is classified as held for sale.

During the year ended March 31, 2025, the Board of Directors initiated a formal review of strategic alternatives for the Company. This review of strategic alternatives resulted in the decision to sell the Company's Ammunition segment. The Company concluded the assets of the Ammunition segment met the criteria for classification as held for sale during the three months ended March 31, 2025. Additionally, the Company determined the ultimate disposal would represent a strategic shift that would have a major effect on the Company's operations and financial results. As such, the results of the Ammunition segment are presented as discontinued operations in the accompanying consolidated statements of operations for all periods presented. Prior periods have been adjusted to conform to the current presentation. The assets and liabilities of the Ammunition segment have been reflected as assets and liabilities held for sale in the accompanying consolidated balance sheets for all periods presented. The Company has ceased depreciating and amortizing its long-lived assets for the Ammunition segment which primarily include right-of-use assets, intangible assets and property and equipment. On January 20, 2025, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Olin Winchester, LLC (the “Buyer”), to sell the Ammunition segment assets and liabilities for consideration of $75.0 million, subject to customary adjustments for estimated net working capital and real property costs and pro-rations. The transaction was completed on April 18, 2025.

Unless otherwise noted, all amounts and disclosures included in these notes to consolidated financial statements reflect only the Company's continuing operations. Refer to Note 4 for additional details on discontinued operations.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires us to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made in preparing the condensed consolidated financial statements include the valuation of allowances for credit losses, valuation of deferred tax assets, inventories, useful lives of assets, goodwill, intangible assets, stock-based compensation, and warrant-based compensation.

Goodwill

We evaluate goodwill for impairment annually or more frequently when an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. In testing for goodwill impairment, we may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If our qualitative assessment indicates that goodwill impairment is more likely than not, we perform a two-step impairment test. We test goodwill for impairment under the two-step impairment test by first comparing the book value of net assets to the fair value of the reporting unit. If the fair value is determined to be less than the book value or qualitative factors indicate that it is more likely than not that goodwill is impaired, a second step is performed to compute the amount of impairment as the difference between the estimated fair value of goodwill and the carrying value. We estimate the fair value of the reporting units using discounted cash flows. Forecasts of future cash flows are based on our best estimate of future net sales and operating expenses, based primarily on expected category expansion, pricing, market segment share, and general economic conditions. Due to the declines in the value of our stock price and market capitalization during the years ended March 31, 2025, 2024 and 2023, we assessed qualitative factors to determine if it is more likely than not that the fair value of the Marketplace segment is less than its carrying amount. Accordingly, the impairment of goodwill was not warranted for the year ended March 31, 2025. As of March 31, 2025 and 2024, the Company had a goodwill carrying value of $90,870,094, all of which was assigned to the Marketplace segment.

Accounts Receivable and Allowance for Credit Losses

Our accounts receivable represents amounts due from customers for products sold and include an allowance for estimated credit losses which is estimated based on the collectability and age of the accounts receivable balances and categorization of customers with similar financial condition.

Cash and Cash Equivalents

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

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 was recognized for the years ended March 31, 2025, 2024 and 2023 other than the impairment charges discussed in Note 4, "Discontinued Operations."

Revenue Recognition

We generate revenue from marketplace fees, which includes auction revenue, compliance fee revenue, payment processing revenue, and shipping revenue. We recognize revenue according to Accounting Standard Codification – Revenue from Contract with Customers (“ASC 606”). When the customer obtains control over the promised goods or services, we record revenue in the amount of consideration that we can expect to receive in exchange for those goods and services. We apply the following five-step model to determine revenue recognition:

•
Identification of a contract with a customer
•
Identification of the performance obligations in the contract
•
Determination of the transaction price
•
Allocation of the transaction price to the separate performance obligation
•
Recognition of revenue when performance obligations are satisfied

We only apply the five-step model when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services we transfer to the customer. At contract inception and once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within each contract and determine those that are performance obligations, and assess whether each promised good or service is distinct.

Marketplace fees are generated through our GunBroker online auction marketplace. Performance obligations are satisfied, and revenue is recognized, as follows:

Auction revenue consists of optional listing fees with variable pricing components based on customer options selected from the GunBroker website and final value fees based on a percentage of the final selling price of the listed item. The performance obligation is to process the transactions as initiated by the customer. Revenue is recognized at a point in time when the transaction is processed.

Compliance fee revenue consists of fees charged to customers based on a percentage of the final price of an item at the time of purchase. The performance obligation is to process the transactions as initiated by the customer. Revenue is recognized at a point in time when the transaction is processed.

Payment processing revenue consists of fees charged to customers on a transactional basis. The performance obligation is to process the transactions as initiated by the customer. The price is set by the GunBroker user agreement on the website based on stand-alone selling prices. Revenue is recognized at a point in time when the transaction is processed.

Shipping revenue consists of fees charged to customers for shipping of sold items listed on the GunBroker website. The performance obligation is to ship the item sold as initiated by the customer. The price is set based on the third-party service provider selected to be used by the customer as well as the speed and location of shipment. Revenue is recognized at a point in time when the shipping label is printed.

Banner advertising campaign revenue consists of fees charged to customers for advertisement placement and impressions generated through the GunBroker website. The performance obligation is to generate the number of impressions specified by the customer on banner advertisements on the GunBroker website using the placement selected by the customer. The price is set by the GunBroker user agreement on the website based on standalone selling prices, or by advertising insertion order as negotiated by a media broker. If the number of impressions promised is not generated, the customer receives a refund and the refund is applied to the transaction price. Banner advertising campaigns generally run for one month, and revenue is recognized at a point in time at the end of the selected month.

Identity Verification consists of fees charged to customers for identity verification in order to gain access to the GunBroker website. The performance obligation is to process the identity verification as initiated by the customer. The price is set by the GunBroker user agreement on the website based on a stand-alone selling price. Revenue is recognized at a point in time when the identity verification is completed.

For the years ended March 31, 2025, 2024, and 2023, no customers comprised more than 10% of total revenues. As of March 31, 2025 and 2024, no customers comprised more than 10% of accounts receivable.

Advertising Costs

Marketplace advertising costs are expensed as they are incurred and recorded in cost of revenues. For the years ended March 31, 2025, 2024 and 2023 we incurred advertising expenses of $413,461, $765,594, and $286,479, respectively.

Fair Value of Financial Instruments

We measure options and warrants at fair value in accordance with Accounting Standards Codification 820 – Fair Value Measurement (“ASC 820”). The objective of ASC 820 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements. ASC 820 specifies a valuation hierarchy based on whether the inputs to those valuation techniques are observable or unobservable.

Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s own assumptions. These two types of inputs have created the following fair value hierarchy:

Level 1 – Quoted prices for identical instruments in active markets;

Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

This hierarchy requires us to minimize the use of unobservable inputs and to use observable market data, if available, when estimating fair value.

The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximated fair values due to the short-term maturities of these instruments.

Property and Equipment

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

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

Leases

We determine if an arrangement is a lease at inception of the contract. Operating lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of fixed lease payments over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet; instead, we recognize lease expense for these leases on a straight-line basis over the lease term. We do not account for lease components (e.g., fixed payments to use the underlying lease asset) separately from the non-lease components (e.g., fixed payments for common-area maintenance costs and other items that transfer a good or service). Some of our leases include variable lease payments, which primarily result from changes in consumer price and other market-based indices, which are generally updated annually, and maintenance and usage charges. These variable payments are excluded from the calculation of our lease assets and lease liabilities.

We utilize the interest rate implicit in the lease to determine the lease liability when the interest rate can be determined. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments.

Stock-Based Compensation

We account for stock-based compensation at fair value in accordance with Accounting Standards Codification 718 – Compensation – Stock Compensation (“ASC 718”), which requires the recognition of the cost of employee, director and non-employee services received in exchange for an award of equity over the period the employee, director or non-employee is required to perform the services in exchange for the award. Stock-based compensation is measured based on the grant-date fair value of the award. Stock-based compensation is recognized on a straight-line basis over the vesting periods and forfeitures are recognized in the periods they occur.

Concentrations of Credit Risk

Accounts at banks are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of March 31, 2025 and 2024, our bank account balances exceeded federally insured limits, however, we have not incurred losses related to these deposits.

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.

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 condensed 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.

Arbitration Case

During the year ended March 31, 2025, the Company was involved in one remaining arbitration case with a former employee. The arbitration involved an employee terminated for cause who was seeking contract wages and stock that was earned but clawed back upon his termination. The employee disputed that the termination was for-cause. In the arbitration, the Company first received a favorable ruling when the arbitrator partially granted summary judgment when he ruled that the employee had refused to return funds he received as reimbursement for invoices he never paid. The remaining claims went to an arbitration hearing in late September 2023. The arbitrator entered an interim award as well as supplemental briefing award fees. The arbitrator entered a final non-appealable order in June 2024 in which the employee received a total award of $857,742 comprised of the employee award of $459,723, attorneys' fees of $387,711 and arbitration costs of $10,309.

Delaware Litigation

On April 30, 2023, Steve Urvan filed suit in the Delaware Court of Chancery (the "Delaware Court") against the Company, and certain Outdoor Holding Company directors, former directors, employees, former employees and consultants. At the time the lawsuit was filed, Mr. Urvan was a member of the Board of Directors and our largest stockholder. As described in this Form 10-K, Mr. Urvan now serves as Chairman of the Board of Directors and Chief Executive Officer of the Company. Urvan’s claims include fraudulent inducement, unjust enrichment and violations of the Arizona Securities Act. The suit sought a court order for partial rescission of the Company’s acquisition of GunBroker.com and compensatory damages of not less than $140 million. On August 1, 2023, Outdoor Holding Company filed a separate lawsuit against Urvan in the Delaware Court alleging, among other things, that Urvan committed fraud in connection with the GunBroker.com sale, and that Urvan breached his indemnification obligations to Outdoor Holding Company after the sale. On September 11, 2023, the Delaware Court consolidated Outdoor Holding Company’s lawsuit against Urvan with Urvan’s lawsuit against Outdoor Holding Company and the individual defendants (the “Delaware Litigation”).

On December 20, 2024, the Board of Directors held a meeting during which it voted to pursue a settlement and voted to approve terms outlined in a non-binding term sheet. We recorded an estimated liability of $29.1 million during the year ended March 31, 2025. Please see Note 16, "Subsequent Events" for additional information regarding the Delaware Litigation.

The Books and Records Action

On December 6, 2023, Steve Urvan initiated a separate action against the Company in his capacity as director under 8 Del. C. § 220(d) to inspect certain of the Company’s books and records (the “Books and Records Action”). In the Books and Records Action, Mr. Urvan alleged that the Company wrongfully refused to provide him with access to certain categories of documents following demands that he made on the Company on March 3, 2023 and November 9, 2023. On April 9, 2024, the Company began producing documents in response to Mr. Urvan’s demands pursuant to a Stipulation and Order Governing the Company’s Document Productions. Please see Note 16, "Subsequent Events" for additional information regarding the Books and Records Action.

The MN Action

On January 18, 2024, Innovative Computer Professionals, Inc. d/b/a Digital Cash Processing (“DCP”) filed a civil action in Minnesota state court against Outdoors Online, LLC d/b/a GunBroker.com (“GunBroker.com”) for breach of contract (the “MN Action”). In the MN Action, DCP alleges that GunBroker.com breached a May 2021 contract, pursuant to which DCP was to provide specified digital payment processing services, and it alleges $100 million in damages. On February 7, 2024, GunBroker.com removed the MN Action to the United States District Court for the District of Minnesota. On February 14, 2024, GunBroker.com moved to dismiss the MN Action for lack of personal jurisdiction and for failure to adequately state a claim, or, in the alternative, to transfer the MN Action to the United States District Court for the District of Arizona (the “Motion”). The court denied the Motion and GunBroker filed its Answer and Counterclaims. GunBroker denies the allegations in the MN Action, and it plans to vigorously defend the claims asserted against it. The parties’ initial disclosure statements were exchanged in August, 2024. The parties have since participated in document discovery and fact witness depositions. The Company expects this matter will be scheduled for trial in January, 2026. We cannot yet reasonably estimate a loss or range of loss that may arise from a resolution in the MN Action. The Company will continue to evaluate the status of the MN Action litigation to determine when it is probable that a loss will be incurred and when the amount of the loss is reasonably estimable.

The Triton Settlement

On June 24, 2024 the Company entered into a Confidential Settlement Agreement and Mutual General Release (the “Triton Settlement Agreement”) with Triton Value Partners, LLC, Donald Gasgarth, Paul Freischlag, Jr., Jeff Zwitter (the “Plaintiffs,” and together with the Defendants and the Company, the “Parties” or, individually, “Party”), and Steven Urvan and TVP Investments LLC (the “Urvan Defendants”) and GunBroker.com, LLC, IA TECH, LLC, and GB Investments, Inc. (the “GunBroker Defendants,” and collectively with the Urvan Defendants, the “Defendants”) to fully resolve and settle all disputes and claims related to the litigation between the Defendants and Plaintiffs captioned Triton Value Partners, LLC et al. v. TVP Investments, LLC et al., Cobb County Superior Court, CAFN 18104869 (the “Action”). Pursuant to the Triton Settlement Agreement, the GunBroker Defendants agreed to pay the Plaintiffs $8,000,000 (the “Settlement Amount”) in a single lump sum payment. AMMO agreed to tender the Settlement Amount to an escrow agent on behalf of the GunBroker Defendants within 45 days of the Triton Settlement Agreement’s execution. Within five business days of the receipt of the Settlement Amount from the escrow agent, the Plaintiffs agreed to dismiss the Action with prejudice, and the Urvan Defendants agreed to dismiss all counterclaims against the Plaintiffs with prejudice. Pursuant to the Merger Agreement (as defined above), Urvan has the exclusive right to settle the Action on behalf of all Defendants and Urvan is obligated to indemnify the Company for certain liabilities, including certain liabilities incurred in connection with the Action. In connection with the Merger Agreement, on April 30, 2021, the Company and Urvan entered into a Pledge and Escrow Agreement (the “Pledge and Escrow Agreement”), pursuant to which ten stock certificates in the name of Urvan, with each certificate representing $2.8 million worth of shares of the Company’s common stock as of the date of the Pledge and Escrow Agreement (the “Pledged Securities”) were placed in escrow pending resolution of the Action. Pursuant to the Triton Settlement Agreement, a portion of the Pledged Securities in the form of a stock certificate for 2,857,143 shares (the “Stock Certificate”) were sent to the Company’s transfer agent for cancellation on September 30, 2024. Pursuant to the Triton Settlement Agreement, each of the Plaintiffs and the Defendants provided mutual releases of all claims as of June 24, 2024, arising from any allegations set forth in the Action. Notwithstanding the foregoing, the Company and the GunBroker Defendants do not release any claims asserted against Urvan, and Urvan did not release any claims asserted against the Company, the GunBroker Defendants or any individual or entity related to or affiliated with the Company. Upon the Stock Certificate’s cancellation on September 30, 2024, the parties payment obligations under the Triton Settlement Agreement were complete.

On August 8, 2024, the Company paid $8.0 million to the escrow agent in connection with the Triton Settlement Agreement. This resulted in $4.8 million being recorded as a receivable that was reclassed to treasury stock upon Mr. Urvan’s transfer of the shares related to the settlement payment to the Company on September 30, 2024.

Securities and Exchange Commission Investigation

The Company faces an inestimable loss contingency stemming from a pending investigation of the Staff of the Securities and Exchange Commission's ("SEC") Division of Enforcement (the "SEC Investigation"). The Company has produced documents responsive to document subpoenas and cooperated by, among other things, providing other information to the SEC Staff on a voluntary basis. The SEC Staff has significant discretion in conducting investigations, and therefore, the Company cannot predict the scope or outcome of the SEC Investigation. Based upon document subpoenas to the Company and other communications, it appears that the SEC Staff is investigating and will likely recommend that the SEC bring an enforcement action relating to the Company’s: (i) valuation of, and accounting for share-based compensation awards to employees, non-employee directors and other service providers, and issued in exchange for goods and services; (ii) capitalization of certain share issuance costs; (iii) disclosure of perquisites and the valuation of equity-based compensation paid to certain executives; (iv) disclosure of certain executive officers and related party transactions; and (v) disclosure concerning the calculation of Adjusted EBITDA. The SEC Staff have not issued a Wells Notice to the Company. If the SEC Staff issues a Wells Notice, the Company will have the opportunity to present factual evidence, legal arguments and mitigating circumstances to the SEC. If, notwithstanding the Company’s Wells submission, the SEC authorizes a civil enforcement action, the agency may seek injunctions, civil penalties or other relief, and the Company may incur additional legal and other professional fees in defending such action or negotiating a resolution. Given the ongoing nature and complexity of the SEC Investigation, we cannot yet reasonably estimate a loss or range of loss that may arise from its resolution. The Company will continue to evaluate the status of the investigation and any resolution negotiation to determine when it is both probable that a loss has been incurred and the amount of the loss is reasonably estimable.

We accrued for contingencies totaling approximately $29.1 million for the year ended March 31, 2025. There were no other known contingencies as of March 31, 2025 or 2024.

Recently Adopted Accounting Pronouncements

In June 2022, the Financial Accounting Standards Board ("FASB") issued ASU 2022-03, “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The guidance also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction and requires specific disclosures for equity securities subject to contractual sale restrictions. We adopted this ASU on April 1, 2024 and it did not have an impact on our financial results during the year ended March 31, 2025.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. Additionally, it requires that a public entity (1) disclose an amount for “other segment items” by reportable segment, (2) provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by Topic 280 in interim periods, and (3) requires that a public entity that has a single reportable segment provide all the disclosures required by the amendments in this proposed ASU and all existing segment disclosures in Topic 280. The amendments in this proposed ASU should be applied retrospectively to all prior periods presented in the financial statements. We adopted this ASU during our fiscal year ended March 31, 2025. Additional disclosures were added to Note 15, "Segments" to comply with the new requirements.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures. The ASU requires that public business entities on an annual basis (1) disclose specific categories in the effective tax rate reconciliation and (2) provide additional information for reconciling items that meet or exceed a quantitative threshold. Additionally, it requires all entities disclose the following information about income taxes paid on an annual basis: (1) the year-to-date amounts of income taxes paid disaggregated by federal (national), state, and foreign taxes and (2) the amount of income taxes paid disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than 5 percent of total income taxes paid. The amendments are effective for annual periods beginning after December 15, 2024. The amendments in this proposed ASU should be applied on a prospective basis, although retrospective application to all periods presented is permitted. Early adoption is permitted. We are currently evaluating the potential impact of these changes.

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.
v3.25.2
INCOME/(LOSS) PER COMMON SHARE
 12 Months Ended
Mar. 31, 2025
Net Income/(Loss) per share  
INCOME/(LOSS) PER COMMON SHARE

NOTE 3 – INCOME/(LOSS) PER COMMON SHARE

We calculate basic income/(loss) per share using the weighted average number of common shares outstanding during each period. Diluted earnings per share assumes the conversion, exercise or issuance of all potential common stock equivalents unless the effect is to reduce a loss or increase the income per share. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options (using the treasury stock method), the exercise of warrants (using the if-converted method) and the vesting of stock awards.

 

For the Year Ended March 31,

 

 

2025

 

 

2024

 

 

2023

 

Numerator:

 

 

 

 

 

 

 

 

 

Net income/(loss) from continuing operations

 

$

(65,221,463

)

 

$

(5,350,176

)

 

$

3,622,641

 

Less: Preferred stock dividends

 

 

(3,105,036

)

 

 

(3,122,049

)

 

 

(3,105,034

)

Net income/(loss) before discontinued operations

 

 

(68,326,499

)

 

 

(8,472,225

)

 

 

517,607

 

Net loss from discontinued operations, net of tax

 

 

(65,612,137

)

 

 

(11,243,433

)

 

 

(12,389,327

)

Net loss attributable to common stockholders

 

$

(133,938,636

)

 

$

(19,715,658

)

 

$

(11,871,720

)

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

Weighted average shares of common stock - Basic

 

 

117,642,232

 

 

 

118,249,486

 

 

 

117,177,885

 

Effect of dilutive common stock purchase warrants

 

 

-

 

 

 

-

 

 

 

-

 

Effect of dilutive equity incentive awards

 

 

-

 

 

 

-

 

 

 

-

 

 Weighted average shares of common stock - Diluted

 

 

117,642,232

 

 

 

118,249,486

 

 

 

117,177,885

 

 

 

 

 

 

 

 

 

 

 

Basic loss per share attributable to common stockholders:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.58

)

 

$

(0.07

)

 

$

0.00

 

Discontinued operations

 

$

(0.56

)

 

$

(0.10

)

 

$

(0.11

)

Total basic loss per share attributable to common stockholders

 

$

(1.14

)

 

$

(0.17

)

 

$

(0.11

)

 

 

 

 

 

 

 

 

 

 

Diluted loss per share attributable to common stockholders:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.58

)

 

$

(0.07

)

 

$

0.00

 

Discontinued operations

 

$

(0.56

)

 

$

(0.10

)

 

$

(0.11

)

Total diluted loss per share attributable to common stockholders

 

$

(1.14

)

 

$

(0.17

)

 

$

(0.11

)

 

The following table presents the number of shares excluded from the calculation of diluted net loss per share attributable to common stockholders:

 

For the Year Ended March 31,

 

 

2025

 

 

2024

 

 

2023

 

Common stock options

 

 

275,000

 

 

 

175,000

 

 

 

-

 

Non-vested stock awards

 

 

215,196

 

 

 

1,540,524

 

 

 

2,204,659

 

Warrants

 

 

1,721,296

 

 

 

1,808,870

 

 

 

2,560,986

 

Total shares excluded from diluted net loss per share

 

 

2,211,492

 

 

 

3,524,394

 

 

 

4,765,645

 
v3.25.2
DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE
 12 Months Ended
Mar. 31, 2025
Discontinued Operations and Disposal Groups [Abstract]  
DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

NOTE 4- DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

The Board of Directors initiated a formal review of strategic alternatives for the Ammunition segment during the year ended March 31, 2025. This strategic alternatives review resulted in the decision to sell the Ammunition segment. Accordingly, the Company determined the assets of the Ammunition segment met the criteria for classification as held for sale. Additionally, the Company determined the ultimate disposal will represent a strategic shift that will have a major effect on our operations and financial results. As such, the results of the Ammunition segment are presented as discontinued operations in the accompanying consolidated statements of operations and consolidated statement of cash flows for all periods presented. The assets and liabilities of the Ammunition segment have been reflected as assets and liabilities of discontinued operations in the accompanying consolidated balance sheets for all periods presented. Net proceeds are estimated to total approximately $42.9 million.

Refer to Note 2 under the caption “Assets Held for Sale and Discontinued Operations” for additional details on accounting criteria for held for sale and discontinued operations treatment.

Financial Information of Discontinued Operations

Loss from discontinued operations, net of tax in the consolidated statements of operations reflects the after-tax results of the Ammunition segment and does not include any allocation of general corporate overhead expense or interest expense of the Company. The following table summarizes the results of operations of the Ammunition segment that are being reported as discontinued operations:

 

 

 

For the Year Ended March 31,

 

 

 

 

2025

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

 

Net revenues(1)

 

 

$

74,867,419

 

 

$

91,112,496

 

 

$

128,290,128

 

Cost of revenues

 

 

 

83,079,531

 

 

 

94,818,546

 

 

 

126,961,549

 

Gross profit

 

 

 

(8,212,112

)

 

 

(3,706,050

)

 

 

1,328,579

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

Selling and marketing

 

 

 

1,296,141

 

 

 

1,179,659

 

 

 

2,542,074

 

Corporate general and administrative

 

 

 

8,553,708

 

 

 

6,146,966

 

 

 

6,014,380

 

Employee salaries and related expenses

 

 

 

2,610,046

 

 

 

1,636,496

 

 

 

2,008,625

 

Depreciation and amortization expense

 

 

 

35,866

 

 

 

508,485

 

 

 

578,326

 

Total operating expenses

 

 

 

12,495,761

 

 

 

9,471,606

 

 

 

11,143,405

 

Loss from operations

 

 

 

(20,707,873

)

 

 

(13,177,656

)

 

 

(9,814,826

)

Total other income/(expense)

 

 

 

(617,756

)

 

 

(923,603

)

 

 

(515,207

)

Impairment of assets

 

 

 

(45,847,430

)

 

 

-

 

 

 

-

 

Loss from discontinued operations before income taxes

 

 

 

(67,173,059

)

 

 

(14,101,259

)

 

 

(10,330,033

)

Provision (benefit) for income taxes

 

 

 

(1,560,922

)

 

 

(2,857,826

)

 

 

2,059,294

 

Loss from discontinued operations, net of tax

 

 

$

(65,612,137

)

 

$

(11,243,433

)

 

$

(12,389,327

)

(1) Included in revenue for the years ended March 31, 2025, 2024 and 2023 are excise taxes of $4,972,452, $6,155,524 and $9,789,897, respectively.

The following table summarizes the Ammunition segment assets and liabilities classified as held for sale in the accompanying consolidated balance sheets:

 

 

March 31, 2025

 

 

March 31, 2024

 

ASSETS

 

 

 

 

 

 

Accounts receivable, net

 

$

8,778,545

 

 

$

17,424,888

 

Inventories

 

 

21,520,796

 

 

 

45,563,334

 

Prepaid expenses

 

 

198,379

 

 

 

658,946

 

Equipment, net

 

 

25,983,100

 

 

 

53,544,002

 

Deposits

 

 

-

 

 

 

322,034

 

Patents, net

 

 

1,409,542

 

 

 

4,756,006

 

Other intangible assets, net

 

 

-

 

 

 

35,866

 

Total assets held for sale

 

$

57,890,362

 

 

$

122,305,076

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

Accounts payable

 

$

2,513,533

 

 

$

7,528,186

 

Accrued liabilities

 

 

3,280,449

 

 

 

4,211,248

 

Current portion of construction note payable

 

 

286,200

 

 

 

273,459

 

Contingent consideration payable

 

 

-

 

 

 

59,838

 

Construction note payable, net of unamortized issuance costs

 

 

10,564,816

 

 

 

10,735,241

 

Total liabilities held for sale

 

$

16,644,998

 

 

$

22,807,972

 

Assets and liabilities classified as held for sale are required to be recorded at the lower of carrying value or fair value less costs to sell. As of March 31, 2025, we determined that the fair value of the Ammunition segment, including costs to sell was lower than its carrying value and we recorded a $45.8 million impairment. The fair value of the Ammunition segment was estimated using the expected sale price as negotiated with the third party buyer.

Capital expenditures related to discontinued operations were $2.1 million, $5.4 million and $10.8 million for the years ended March 31, 2025, 2024, and 2023, respectively.

Impairment of Long-Lived Assets

During the year ended March 31, 2025, we determined that our Ammunition segment should be classified as held for sale. In connection with the reclassification of the segment's assets and liabilities, we recorded an impairment of $45.8 million. For the

impairment charges, we performed an undiscounted cash flow analysis on the asset group and determined that net carrying values exceeded the estimated undiscounted future cash flows. We estimated the fair value of the asset group based on a discounted cash flow method and recorded an impairment for asset groups where the fair value was lower than its carrying value. The significant estimates used in the discounted cash flow methodology, which are based on level 3 inputs, include our expectations for projected cash flows to be generated from the asset group. The total impairment included a write-down of inventory of $16.9 million based on an analysis of liquidation values and obsolescence.
v3.25.2
SUPPLEMENTAL BALANCE SHEET INFORMATION
 12 Months Ended
Mar. 31, 2025
Balance Sheet Related Disclosures [Abstract]  
SUPPLEMENTAL BALANCE SHEET INFORMATION

NOTE 5 – SUPPLEMENTAL BALANCE SHEET INFORMATION

Accounts Receivable

Our net accounts receivable are summarized as follows:

 

March 31,
2025

 

 

March 31,
2024

 

Accounts receivable

 

$

13,994,499

 

 

$

13,800,818

 

Less: allowance for credit losses

 

 

(3,805,488

)

 

 

(3,004,385

)

Accounts receivable, net

 

$

10,189,011

 

 

$

10,796,433

 

 

The following presents a reconciliation of our allowance for credit losses for the periods presented:

April 1, 2023

 

$

2,566,917

 

Increase in allowance

 

 

1,831,900

 

Write-off of uncollectible amounts

 

 

(1,394,432

)

March 31, 2024

 

 

3,004,385

 

Increase in allowance

 

 

1,503,700

 

Write-off of uncollectible amounts

 

 

(702,597

)

March 31, 2025

 

$

3,805,488

 

 

Property and Equipment

Property and equipment consisted of the following at March 31, 2025 and March 31, 2024:

 

 

March 31, 2025

 

 

March 31, 2024

 

Leasehold Improvements

 

$

247,725

 

 

$

247,725

 

Furniture and Fixtures

 

 

331,483

 

 

 

331,483

 

Software and Equipment

 

 

9,249,946

 

 

 

6,198,213

 

Construction in Progress

 

 

733,384

 

 

 

429,210

 

Total property and equipment

 

$

10,562,538

 

 

$

7,206,631

 

Less accumulated depreciation

 

 

(4,084,854

)

 

 

(2,668,593

)

Property and equipment, net

 

$

6,477,684

 

 

$

4,538,038

 

 

Depreciation expense for the years ended March 31, 2025, 2024, and 2023 totaled $1,378,619, $867,040, and $529,003, respectively, and was included in depreciation and amortization expenses in operating expenses on the consolidated statement of operations.

Accrued Liabilities

At March 31, 2025 and March 31, 2024, accrued liabilities were as follows:

 

 

As of March 31,

 

 

2025

 

 

2024

 

 

Accrued bonus program

 

$

 

1,831,250

 

 

$

 

786,885

 

 

Accrued professional fees

 

 

 

4,682,183

 

 

 

 

1,134,368

 

 

Accrued payroll

 

 

 

764,174

 

 

 

 

265,883

 

 

Other accruals

 

 

 

674,735

 

 

 

 

272,926

 

 

Income taxes payable

 

 

 

394,065

 

 

 

 

394,134

 

 

Accrued contingency

 

 

 

29,067,229

 

 

 

 

-

 

 

Accrued liabilities

 

$

 

37,413,636

 

 

$

 

2,854,196

 

 

 
v3.25.2
REVOLVING LOAN
 12 Months Ended
Mar. 31, 2025
Revolving Loan  
REVOLVING LOAN

NOTE 7 – REVOLVING LOAN

On December 29, 2023, we entered into a Loan and Security Agreement (the “Sunflower Agreement”) by and among the Company and other borrowers party to the Agreement (collectively, the “Borrower”), the lenders party thereto (collectively, the “Lenders”) and Sunflower Bank, N.A., as administrative agent and collateral agent (the “Agent”). Capitalized terms used but not otherwise defined in this Note 7 have the same definitions given to such terms in the Sunflower Agreement. Under the terms of the Sunflower Agreement, the Lenders have provided to the Borrower a revolving loan in the principal amount of the lesser of (a) $20,000,000 (the “Total Commitment Amount”) and (b) the Borrowing Base (a formula based on certain amounts owed to Borrower for goods sold or services provided and eligible inventory) (the “Revolving Loan”). The proceeds of loans under the Sunflower Agreement may be used for working capital, general corporate purposes, Permitted Acquisitions, to pay fees and expenses incurred in connection with the Revolving Loan, to facilitate Borrower’s stock repurchase program and to fund Borrower’s general business requirements.

The Revolving Loan bears interest at a rate of the greater of (x) 3.50% (the “Floor Rate”) and (y) Term SOFR, plus 3.00% (the “Revolving Facility Applicable Rate”) and is computed on the basis of a 360-day year for the actual number of days elapsed. Except in an Event of Default (as defined below), Advances under the Revolving Loan shall bear interest, on the outstanding Daily Balance thereof, at the Revolving Facility Applicable Rate. Interest is due and payable on the first calendar day of each month during the term of the Sunflower Agreement. The Borrower is also obligated to pay to the Agent, for the ratable benefit of Lenders, an origination fee, Prepayment Fee, unused facility fee, collateral monitoring fee and Lender Expenses.

The Borrower may borrow, repay and re-borrow under the Revolving Loan until December 29, 2026 (the “Maturity Date”), at which time the commitments will terminate and all outstanding loans, together with all accrued and unpaid interest, must be repaid. If the Revolving Loan is refinanced by another lender prior to the Maturity Date, an additional fee payable concurrently with such refinancing in an amount equal to (i) three percent (3.0%) of the Total Commitment Amount, if such financing occurs after the Closing Date but on or prior to the first anniversary of the Closing Date, (ii) two percent (2.0%) of the Total Commitment Amount, if such refinancing occurs after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, and (iii) one percent (1.0%) of the Total Commitment Amount, if such refinancing occurs after the second anniversary of the Closing Date but on or prior to the third anniversary of the Closing Date (the “Prepayment Fee”).

The Sunflower Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict the Borrower’s and the Borrower’ subsidiaries’ ability to, among other things, incur subsidiary indebtedness, grant liens, merge or consolidate, dispose of substantially all assets of the Borrower and its subsidiaries, taken as a whole, make investments, make acquisitions, enter into certain transactions with affiliates, pay dividends or make distributions, repurchase stock, and enter into restrictive agreements, in each case subject to customary exceptions.

The Sunflower Agreement includes customary events of default (each, an “Event of Default”) that include, among other things, non-payment defaults, inaccuracy of representations and warranties, covenant defaults, insolvency defaults, material judgment defaults, attachment defaults, subordinated debt default, guaranty defaults, and governmental approval defaults. Upon an Event of Default, all Obligations under the Sunflower Agreement shall bear interest at a rate equal to three percentage points above the interest rate applicable immediately prior to the occurrence of the Event of Default.

We did not have an outstanding balance on our Revolving Loan as of March 31, 2025.See Note 16, "Subsequent Events" for a description of subsequent amendments to the Revolving Loan.
v3.25.2
LEASES
 12 Months Ended
Mar. 31, 2025
Leases  
LEASES

NOTE 8 – LEASES

We lease office space in Scottsdale, AZ and Atlanta, GA under contracts we classify as operating leases. None of our leases are financing leases. The Scottsdale lease was extended through 2029 and does not include a renewal option. This extension resulted in an increase to our right of use assets on the consolidated balance sheet by $738,459 during the year ended March 31, 2024. We terminated our lease agreement in Marietta, GA during the year ended March 31, 2024 and decreased our right of use asset and operating lease liabilities on the consolidated balance sheet by $38,185.

Consolidated lease expense for the year ended March 31, 2025 was $656,674 including $653,420 of operating lease expense and $3,255 of other lease associated expenses such as association dues, taxes, utilities, and other month to month rentals. Consolidated lease expense for the year ended March 31, 2024 was $663,826 including $642,105 of operating lease expense and $21,722 of other lease associated expenses such as association dues, taxes, utilities, and other month to month rentals. Consolidated lease expense for the year ended March 31, 2023 was $881,171 including $861,777 of operating lease expense and $19,394 of other lease associated expenses such as association dues, taxes, utilities, and other month to month rentals.

The weighted average remaining lease term and weighted average discount rate for operating leases were 3.1 years and 10.0%, respectively, at March 31, 2025 and were 4.0 years and 10.0%, respectively, at March 31, 2024.

Future minimum lease payments under non-cancellable leases as of March 31, 2025 are as follows:

Years Ended March 31,

 

 

 

2026

 

$

650,195

 

2027

 

 

564,681

 

2028

 

 

360,055

 

2029

 

 

242,595

 

Total Lease Payments

 

 

1,817,526

 

Less: Amount Representing Interest

 

 

(261,742

)

Present value of lease liabilities

 

$

1,555,784

 
v3.25.2
RELATED PARTY TRANSACTIONS
 12 Months Ended
Mar. 31, 2025
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 9 – RELATED PARTY TRANSACTIONS

Notes Payable

In June 2020, in connection with the settlement of disputes related to the Company’s acquisition of the casing division of Jagemann Stamping Company (“JSC”), the Company issued to JSC (i) a $5,803,800 promissory note (“Note A”) and (ii) a $2,635,797 promissory note (“Note B”). From March 2019 through March 16, 2021, JSC was a related party due to its ownership of greater than 5% of the Company’s outstanding Common Stock. In November 2020, the Company made a payment to JSC resulting in full repayment of Note A and partial repayment of Note B, following which the Company issued an amended Note B with a starting principal balance of $1,687,664 (“Amended Note B”). The Amended Note B principal balance carried a 9% per annum interest rate and was amortized equally over the thirty-six (36) month term.

As of March 31, 2023, the outstanding principal balance of Amended Note B was $180,850. The Company paid the remaining balance of Amended Note B during the year ended March 31, 2024. The Company recognized $1,788 and $48,665 in interest expense on Amended Note B during the years ended March 31, 2024 and 2023, respectively.

Other Transactions

Advisory Committee

During the year ended March 31, 2023, we issued 45,000 shares in the aggregate to advisory committee members for service for a total value of $245,250. During the year ended March 31, 2024, we issued 25,000 shares in the aggregate to our advisory committee members for service for a total value of $43,240.

Letter of Credit

Effective July 12, 2024, our $1.6 million letter of credit with Northern Trust for collateral for a bond related to a judgment assessed to GunBroker.com was extended until July 26, 2025. Effective July 26, 2024, our $1.6 million certificate of deposit with Northern Trust for security on the letter of credit was extended until July 28, 2025. The term of the certificate of deposit is twelve months and includes interest of approximately 5%. Per the terms of the merger agreement with Gemini, Mr. Urvan is required to pay or be liable for these losses.

Triton Settlement Agreement Payment

As a result of the contingency recognized for the Triton Settlement Agreement described in the Contingencies section of Note 2, we had recorded a receivable of $4,800,000. During the year ended March 31, 2025, we recognized the value of shares returned to the Company in lieu of the settlement payment. As of March 31, 2025, Mr. Urvan transferred the shares to the Company and they have been reclassified to treasury stock. Please refer to the description of the Triton Settlement Agreement in Note 2 for additional information.

Gemini Accounts Receivable

Through our acquisition of Gemini, a related party relationship was created through Mr. Urvan, by virtue of his ownership of entities that transact with Gemini. As of March 31, 2025 and 2024 there was $201,646 included in accounts receivable on the consolidated balance sheet from entities owned by Mr. Urvan.

Transactions Involving Chris Larson

After the initial filings of the Company’s Form 10-Ks for the years ended March 31, 2024, 2023 and 2022, the Company was made aware that Chris Larson had received undisclosed payments totaling $814,863 from a vendor from which the Company received

services. The payments were made by a third-party service provider. This third-party made payments to Mr. Larson from approximately January 2022 through March 2024 based upon a percentage of revenue received in connection with services rendered to the Company. Mr. Larson separated as an employee from the Company effective November 4, 2022 and was later engaged as a contractor for approximately six months.

In December 2020, the Company entered into an agreement with Larson Building to serve as the general contractor for the construction of its Manitowoc, WI manufacturing facility. Larson Building is wholly owned by the brother of Chris Larson, who was an executive officer of the Company at the time. During the year ended March 31, 2023, the Company paid $14,584,805 to Larson Building in connection with this project.

v3.25.2
CONSTRUCTION NOTE PAYABLE
 12 Months Ended
Mar. 31, 2025
Construction Note Payable  
CONSTRUCTION NOTE PAYABLE

NOTE 10 – CONSTRUCTION NOTE PAYABLE

On October 14, 2021, we entered into a Construction Loan Agreement (the “Hiawatha Loan Agreement”) with Hiawatha National Bank (“Hiawatha”). The Hiawatha Loan Agreement specifies that Hiawatha may lend up to $11,625,000 to us to pay a portion of the construction costs of an approximately 185,000 square foot manufacturing facility to be constructed on our property (the “Construction Loan”). The first advance of Construction Loan funds by Hiawatha was made on October 14, 2021 in the amount of $329,843. We received advances of Construction Loan funds approximately every month as our “owner’s equity” was fully funded into the ongoing new plant construction project. The Construction Loan is an advancing term loan and not a revolving loan so any portion of the principal repaid cannot be re-borrowed.

Additionally, on October 14, 2021, we issued a Promissory Note in favor of Hiawatha (the “Hiawatha Note”) in the amount of up to $11,625,000 with an interest rate of 4.5%. The maturity date of the Hiawatha Note is October 14, 2026. Under the terms of the Hiawatha Loan Agreement, we are required to make monthly payments of $64,620 which consists of principal and interest until the maturity date, at which time the remaining principal balance of the Construction Loan would become due.

We can prepay the Hiawatha Note in whole or in part starting in July 2022 with a prepayment premium of 1% of the principal being prepaid.

The Hiawatha Loan Agreement contains customary events of default including, but not limited to, a failure to make any payments pursuant to the Hiawatha Loan Agreement or Hiawatha Note, a failure to complete construction of the project, a lien of $100,000 or more against the property, or a transfer of the property without Hiawatha’s consent. Upon the occurrence of an event of default, among other remedies, the amounts due pursuant to the Construction Loan can be accelerated, Hiawatha can foreclose on the property pursuant to the mortgage, and a late charge of 5% of the amount due will be owed with all amounts then owed pursuant to the Hiawatha Note bearing interest at an increased rate.

We are required to maintain a debt service coverage ratio, as defined in the terms of the Hiawatha Loan Agreement, of not less than 1.25 to 1.00 for the period defined below and continuing to and including the maturity date. The debt service coverage ratio shall be tested on an annual basis, as of July 1, for each previous year. We maintained compliance under the Loan Agreement since its inception.

We made $240,937 and $257,425 in principal payments for the years ended March 31, 2025 and 2024, respectively.

The Construction Loan is included in noncurrent liabilities held for sale as of March 31, 2025 and 2024 as it is related to the Ammunition segment. In connection with the sale of the Ammunition segment in April 2025, the Construction Loan was paid in full on April 18, 2025.

v3.25.2
PREFERRED STOCK
 12 Months Ended
Mar. 31, 2025
Equity [Abstract]  
PREFERRED STOCK

NOTE 11 – PREFERRED STOCK

On May 18, 2021, the Company filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware to establish the preferences, voting powers, limitations as to dividends or other distributions, qualifications, terms and conditions of redemption and other terms and conditions of the Series A Preferred Stock.

The Series A Cumulative Redeemable Perpetual Preferred Stock (“Series A Preferred Stock”), as to dividend rights and rights as to the distribution of assets upon the Company’s liquidation, dissolution or winding-up, ranks: (1) senior to all classes or series of Common Stock and to all other capital stock issued by the Company expressly designated as ranking junior to the Series A Preferred Stock; (2) on parity with any future class or series of the Company’s capital stock expressly designated as ranking on parity with the Series A Preferred Stock; (3) junior to any future class or series of the Company’s capital stock expressly designated as ranking senior to the Series A Preferred Stock; and (4) junior to all the Company’s existing and future indebtedness.

The Series A Preferred Stock has no stated maturity and is not subject to mandatory redemption or any sinking fund. In the event of the voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, the holders of shares for the Series A Preferred Stock are entitled to be paid out of the Company’s assets legally available for distribution to its stockholders (i.e., after satisfaction of all the Company’s liabilities to creditors, if any) an amount equal to $25.00 per share of the Series A Preferred Stock,

plus any amount equal to any accumulated and unpaid dividends to the date of payment before any distribution or payment may be made to holders of shares of Common Stock or any other class of or series of the Company’s capital stock ranking, as to rights to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up, junior to the Series A Preferred Stock.

The Company will pay cumulative cash dividends on the Series A Preferred Stock when, as and if declared by its Board of Directors (or a duly authorized committee of its Board of Directors), only out of funds legally available for payment of dividends. Dividends on the Series A Preferred Stock will accrue on the stated amount of $25.00 per share of the Series A Preferred Stock at a rate per annum equal to 8.75% (equivalent to $2.1875 per year), payable quarterly in arrears. Dividends on the Series A Preferred Stock declared by our Board of Directors (or a duly authorized committee of our Board of Directors) will be payable quarterly in arrears on March 15, June 15, September 15, and December 15.

Generally, the Series A Preferred Stock is not redeemable by the Company prior to May 18, 2026. However, upon a change of control or de-listing event (each as defined in the Certificate of Designations), the Company will have a special option to redeem the Series A Preferred Stock for a limited period of time.

The following is a summary of the dividends paid on the Series A Preferred Stock in the year ended March 31, 2025:

Dividend
Declaration
Date

 

Record
Date

 

Dividend
Period

 

Dividend
Payment
Date

 

Dividend
Amount

 

 

Per Share
Amount

 

May 15, 2024

 

May 31, 2024

 

March 15, 2024 - June 14, 2024

 

June 17, 2024

 

$

 

782,634

 

 

$

 

0.55902778

 

August 15, 2024

 

August 31, 2024

 

June 15, 2024 - September 14, 2024

 

September 15, 2024

 

 

 

782,639

 

 

 

 

0.55902778

 

November 15, 2024

 

November 30, 2024

 

September 15, 2024 - December 14, 2024

 

December 15, 2024

 

 

 

782,639

 

 

 

 

0.55902778

 

February 6, 2025

 

February 28, 2025

 

December 15, 2024 - March 14, 2025

 

March 15, 2025

 

 

 

765,625

 

 

 

 

0.54687500

 

Preferred dividends accumulated as of March 31, 2025 were $136,111.

The following is a summary of the dividends paid on the Series A Preferred Stock in the year ended March 31, 2024:

Dividend
Declaration
Date

 

Record
Date

 

Dividend
Period

 

Dividend
Payment
Date

 

Dividend
Amount

 

 

Per Share
Amount

 

May 15, 2023

 

May 31, 2023

 

March 15, 2023 - June 14, 2023

 

June 15, 2023

 

$

 

782,639

 

 

$

 

0.55902778

 

August 15, 2023

 

August 31, 2023

 

June 15, 2023 - September 14, 2023

 

September 15, 2023

 

 

 

782,639

 

 

 

 

0.55902778

 

November 15, 2023

 

November 30, 2023

 

September 15, 2023 - December 14, 2023

 

December 15, 2023

 

 

 

774,132

 

 

 

 

0.55295140

 

February 6, 2024

 

February 29, 2024

 

December 15, 2023 - March 14, 2024

 

March 15, 2024

 

 

 

774,132

 

 

 

 

0.55295140

 

Preferred dividends accumulated as of March 31, 2024 were $144,618.
v3.25.2
CAPITAL STOCK
 12 Months Ended
Mar. 31, 2025
Equity [Abstract]  
CAPITAL STOCK

NOTE 12 – CAPITAL STOCK

Our authorized capital consists of 200,000,000 shares of Common Stock with a par value of $0.001 per share.

2017 Equity Incentive Plan

In October 2017, our Board of Directors of directors approved the 2017 Equity Incentive Plan ("2017 Plan"). Our 2017 Plan initially permitted the issuance of equity-based instruments covering up to a total of 485,000 shares of Common Stock. Our Board of Directors and stockholders approved an increase of 4,515,000 shares in October 2020 an additional increase of 1,000,000 shares in March 2023, and an additional increase of 3,000,000 shares in February 2024, bringing the total shares allowed under the plan to 9,000,000. As of March 31, 2025, there were 2,093,801 shares available to be issued under the 2017 Plan.

Warrants

We issued 200,003 shares to investors for exercised warrants valued for $101,506 in the year ended March 31, 2023. In addition, 99,762 shares were issued for cashless exercise of 100,000 warrants.

We issued 31,750 shares to investors for exercised warrants valued for $76,200 in the year ended March 31, 2024.

There were no warrants exercised during the year ended March 31, 2025.

At March 31, 2025 and 2024, 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, 2023

 

 

2,560,946

 

 

$

2.46

 

 

 

1.59

 

Granted

 

 

—

 

 

 

—

 

 

 

—

 

Exercised

 

 

(31,750

)

 

 

2.40

 

 

 

—

 

Forfeited or cancelled

 

 

(720,366

)

 

 

3.19

 

 

 

—

 

Outstanding at March 31, 2024

 

 

1,808,830

 

 

$

2.16

 

 

 

1.09

 

Exercisable at March 31, 2024

 

 

1,808,830

 

 

$

2.16

 

 

 

1.09

 

 

 

Number of
Shares

 

 

Weighted
Averaged
Exercise
Price

 

 

Weighted
Average Life
Remaining
(Years)

 

Outstanding at March 31, 2024

 

 

1,808,830

 

 

$

2.16

 

 

 

1.09

 

Granted

 

 

—

 

 

 

—

 

 

 

—

 

Exercised

 

 

—

 

 

 

—

 

 

 

—

 

Forfeited or cancelled

 

 

(87,574

)

 

 

2.35

 

 

 

—

 

Outstanding at March 31, 2025

 

 

1,721,256

 

 

$

2.03

 

 

 

0.84

 

Exercisable at March 31, 2025

 

 

1,721,256

 

 

$

2.03

 

 

 

0.84

 

As of March 31, 2025, we had 1,721,256 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 100,000 shares of Common Stock at an exercise price of $0.01 per share until December 2026; (2) warrants to purchase 911 shares of Common Stock at an exercise price of $1.65 per share until April 2025; (3) warrants to purchase 59,034 shares of our Common Stock at an exercise price of $2.00 per share until October 2025; (4) warrants to purchase 675,000 shares of our Common Stock at an exercise price of $2.00 per share until February 2026; (5) warrants to purchase 500,000 shares of Common Stock at an exercise price of $2.00 per share until December 2025; and (6) warrants to purchase 386,311 shares of Common Stock at an exercise price of $2.63 until November 2025.

Options Granted

During the year ended March 31, 2024, we granted stock options (“Options”) to purchase 400,000 shares of our Common Stock to our Chief Executive Officer, of which (i) 100,000 Options vested on the July 24, 2023, and (ii) 300,000 Options shall vest in equal quarterly installments of 25,000 over three years beginning on September 30, 2023. The Options shall (a) be exercisable at an exercise price per share equal to the closing market price of the Company’s Common Stock on the date of the grant, (b) have a term of ten years, and (c) be on such other terms as shall be determined by the Board of Directors (or the Compensation Committee of the Board of Directors) and set forth in a customary form of stock option agreement under the 2017 Plan. We recognized $123,935 and $430,457 in expense related to the Options for years ended March 31, 2025 and 2024, respectively.

Number of Options

 

 

400,000

 

Option Vesting Period

 

Up to 3 years

 

Per share grant price

 

$

2.08

 

Dividend yield

 

 

-

 

Expected volatility

 

 

83.5

%

Risk-free interest rate

 

 

4.13

%

Expected life (years)

 

 

5.75

 

Weighted average fair value

 

$

1.50

 

 

 

The following is a summary of our stock option activity during the years ended March 31, 2024 and 2025:

 

Number of Options

 

 

Weighted Average Exercise Price

 

 

Weighted Average Grant Date Fair Value

 

 

Weighted Average Remaining Life in Years

 

Outstanding, April 1, 2023

 

 

 

-

 

 

$

 

-

 

 

$

 

-

 

 

 

 

-

 

Granted

 

 

 

400,000

 

 

 

 

2.08

 

 

 

 

1.50

 

 

 

 

10.00

 

Exercised

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

Canceled/Forfeited

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

Outstanding, March 31, 2024

 

 

 

400,000

 

 

 

2.08

 

 

 

 

1.50

 

 

 

 

9.32

 

Granted

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

Exercised

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

Canceled/Forfeited

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

Outstanding, March 31, 2025

 

 

 

400,000

 

 

$

2.08

 

 

$

 

1.50

 

 

 

 

8.32

 

As of March 31, 2025, there was $48,728 of unrecognized compensation expense related to unvested stock options, which is expected to be recognized over a weighted average vesting period of approximately 1.25 years. As of March 31, 2025 and 2024, there were 125,000 and 225,000 unvested stock options, respectively, with a grant date fair value of $1.50.

Stock Awards

A summary of stock award activity for the year ended March 31, 2025 is as follows:

 

 

Number of Shares

 

 

Weighted-Average Grant-Date Fair Value Per Share

 

Outstanding at April 1, 2024

 

 

1,540,525

 

 

$

 

2.93

 

Granted

 

 

510,000

 

 

 

 

1.77

 

Vested

 

 

(1,585,329

)

 

 

 

2.74

 

Forfeited

 

 

(250,000

)

 

 

 

2.32

 

Outstanding at March 31, 2025

 

 

215,196

 

 

$

 

2.24

 

A summary of stock award activity for the year ended March 31, 2024 is as follows:

 

 

Number of Shares

 

 

Weighted-Average Grant-Date Fair Value Per Share

 

Outstanding at April 1, 2023

 

 

2,204,659

 

 

$

 

3.68

 

Granted

 

 

2,579,901

 

 

 

 

2.22

 

Vested

 

 

(1,371,849

)

 

 

 

2.94

 

Forfeited

 

 

(1,872,186

)

 

 

 

2.82

 

Outstanding at March 31, 2024

 

 

1,540,525

 

 

$

 

2.93

 

As of March 31, 2025, there was $481,817 of unrecognized compensation expense related to unvested stock awards which is expected to be recognized over a weighted-average period of approximately 0.99 years.

As of March 31, 2024, there was $4,510,650 of unrecognized compensation expense related to unvested stock awards which is expected to be recognized over a weighted-average period of approximately 2.41 years.
v3.25.2
INCOME TAXES
 12 Months Ended
Mar. 31, 2025
Income Tax Disclosure [Abstract]  
INCOME TAXES

NOTE 13 – INCOME TAXES

The income tax (provision) benefit for the periods shown consist of the following:

 

2025

 

 

2024

 

 

2023

 

Current

 

 

 

 

 

 

 

 

 

US Federal

 

$

-

 

 

$

-

 

 

$

—

 

US State

 

 

-

 

 

 

-

 

 

 

—

 

Total current provision

 

 

-

 

 

 

-

 

 

 

—

 

Deferred

 

 

 

 

 

 

 

 

 

US Federal

 

 

(5,601,975

)

 

 

(718,757

)

 

 

(1,152,032

)

US State

 

 

(1,556,266

)

 

 

(229,535

)

 

 

(195,023

)

Total deferred benefit

 

 

(7,158,241

)

 

 

(948,292

)

 

 

(1,347,055

)

Change in valuation allowance

 

 

13,444,546

 

 

 

-

 

 

 

—

 

Income tax (provision) benefit

 

$

6,286,305

 

 

$

(948,292

)

 

$

(1,347,055

)

The reconciliation of income tax expense computed at the U.S. federal statutory rate of 21% to the income tax provision is as follows:

 

2025

 

 

 

2024

 

 

 

2023

 

 

U.S. Federal

 

 

21.0

 

%

 

 

21.0

 

%

 

 

21.0

 

%

State taxes, net of Federal income tax benefit

 

 

5.5

 

%

 

 

5.6

 

%

 

 

6.0

 

%

Change in valuation allowance

 

 

(11.5

)

%

 

 

0.0

 

%

 

 

0.0

 

%

Employee stock awards

 

 

0.1

 

%

 

 

(7.4

)

%

 

 

(33.3

)

%

Equity issuance costs

 

 

0.0

 

%

 

 

0.0

 

%

 

 

0.0

 

%

Stock and warrants on note conversion

 

 

0.0

 

%

 

 

0.0

 

%

 

 

(1.9

)

%

Stock for services

 

 

0.0

 

%

 

 

0.0

 

%

 

 

0.0

 

%

Non-deductible meals and entertainment

 

 

0.0

 

%

 

 

(0.1

)

%

 

 

(0.4

)

%

Contingent consideration fair value

 

 

0.0

 

%

 

 

0.1

 

%

 

 

0.2

 

%

Return to provision

 

 

0.0

 

%

 

 

0.0

 

%

 

 

0.0

 

%

Other

 

 

0.0

 

%

 

 

(0.4

)

%

 

 

(0.3

)

%

Total provision for income taxes

 

 

15.2

 

%

 

 

18.7

 

%

 

 

(8.8

)

%

 

The Company’s effective tax rates were 15.2%, 18.7% and (8.8%) for the years ended March 31, 2025, 2024 and 2023, respectively. Prior to the year ended March 31, 2022, we accumulated net operating losses in the amount of $61.5 million. These net operating losses created a deferred tax asset which carried a valuation allowance due to uncertainty regarding the timing and ability of the Company to utilize such losses against current income. During the year ended March 31, 2023, the Company generated significant taxable income which consumed $32.3 million of net operating loss carryforwards. This caused the release of the valuation allowance in the amount of $9.4 million. During the years ended March 31, 2025 and 2024, the effective tax rate differed from the U.S. federal statutory rate primarily due to employee stock awards and changes in valuation allowance. During the year ended March 31, 2025, the Company recorded a valuation allowance of $36.0 million due to uncertainty regarding the timing and utilization of losses in future periods.

Significant components of the Company’s deferred tax liabilities and assets are as follows:

 

 

 

 

 

 

 

 

As of March 31,

 

 

 

2025

 

 

2024

 

Deferred tax assets

 

 

 

 

 

 

Net operating loss carryforward

 

$

16,557,351

 

 

$

5,229,409

 

Loss on purchase

 

 

2,213,969

 

 

 

2,215,611

 

Impairment - Ammunition segment

 

 

12,398,990

 

 

 

-

 

Inventory capitalization - Section 263A

 

 

472,665

 

 

 

1,001,457

 

Bad debt allowance

 

 

1,045,220

 

 

 

973,565

 

Legal reserve settlement

 

 

7,978,747

 

 

 

-

 

Non qualified stock compensation expense

 

 

1,154,090

 

 

 

-

 

Other timing differences

 

 

481,036

 

 

 

297,195

 

Total deferred tax assets

 

$

42,302,068

 

 

$

9,717,237

 

 

 

 

 

 

 

 

Deferred tax liabilities

 

 

 

 

 

 

Depreciation expense

 

$

(3,523,690

)

 

$

(3,580,271

)

Change in estimate and accounting method

 

 

(699,392

)

 

 

(699,910

)

Amortization - intangible assets

 

 

(2,114,232

)

 

 

(1,029,565

)

Total deferred tax liabilities

 

 

(6,337,314

)

 

 

(5,309,746

)

Net deferred tax asset

 

$

35,964,754

 

 

$

4,407,491

 

Valuation allowance

 

 

(35,964,754

)

 

 

-

 

Net deferred tax asset

 

$

-

 

 

$

4,407,491

 

 

The Company accounts for uncertain tax positions in accordance with ASC No. 740-10-25. ASC No. 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC No. 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. To the extent that the final tax outcome of these matters is different than the amount recorded, such differences impact income tax expense in the period in which such determination is made. Interest and penalties, if any, related to accrued liabilities for potential tax assessments are included in income tax expense. ASC No. 740-10-25 also requires management to evaluate tax positions taken by the Company and recognize a liability if the Company has taken uncertain tax positions that more likely than not would not be sustained upon examination by applicable taxing authorities.

The Company has evaluated tax positions taken by the Company as of March 31, 2025 and 2024 in accordance with the recognition and measurement framework within ASC No. 740-10, and has concluded that the benefits associated with certain tax positions should not be recognized on the financial statements. As such, the Company has recorded an additional income tax payable on the consolidated balance sheet of $1.6 million as of March 31, 2025 and 2024. Included within this amount is accrued penalties and interest of $0.3 million. The Company records penalties and interest associated with uncertain tax positions as a component of income tax expense.

The tax periods ended March 31, 2021, 2022, 2023, 2024 and 2025 are subject to audit by the Internal Revenue Service.
v3.25.2
INTANGIBLE ASSETS
 12 Months Ended
Mar. 31, 2025
Goodwill and Intangible Assets Disclosure [Abstract]  
INTANGIBLE ASSETS

NOTE 14 – INTANGIBLE ASSETS

On April 30, 2021, we entered into an agreement and plan of merger (the “Merger Agreement”), by and among the Company, SpeedLight Group I, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company and Gemini Direct Investments, LLC, a Nevada limited liability company ("Gemini"), whereby SpeedLight Group I, LLC merged with and into Gemini, with SpeedLight Group I, LLC surviving the merger as a wholly owned subsidiary of the Company (the "Merger"). At the time of the Merger, Gemini had nine subsidiaries, all of which are related to Gemini’s ownership of GunBroker, an online auction marketplace dedicated to firearms, hunting, shooting, and related products. The intangible assets acquired include a tradename, customer relationships, intellectual property, software, and domain names.

Total amortization expense of our intangible assets was $12,121,433, $12,167,266 and $12,700,436 for the years ended March 31, 2025, 2024, and 2023, respectively. During the year ended March 31, 2024, we disposed of an intangible asset resulting in a loss of $108,333, which is reflected in other (expense) income on the consolidated statement of operations.

Other intangible assets consisted of the following:

 

 

 

 

As of March 31,

 

 

 

Life

 

2025

 

 

2024

 

Tradename

 

15

 

$

76,532,389

 

 

$

76,532,389

 

Customer List

 

10

 

 

65,252,802

 

 

 

65,252,802

 

Intellectual Property

 

10

 

 

4,224,442

 

 

 

4,224,442

 

Other Intangible Assets

 

5

 

 

357,747

 

 

 

357,747

 

Gross Intangibles Assets

 

 

 

 

146,367,380

 

 

 

146,367,380

 

Accumulated amortization – Intangible Assets

 

 

 

 

(47,475,613

)

 

 

(35,354,179

)

Net Intangible Assets

 

 

 

$

98,891,767

 

 

$

111,013,201

 

Annual estimated amortization of intangible assets for the next five fiscal years are as follows:

Years Ended March 31,

 

Estimates for
Fiscal Year

 

2026

 

$

12,121,433

 

2027

 

 

12,055,846

 

2028

 

 

12,049,884

 

2029

 

 

12,049,884

 

2030

 

 

12,049,884

 

Thereafter

 

 

38,564,836

 

 

$

98,891,767

 
v3.25.2
SEGMENTS
 12 Months Ended
Mar. 31, 2025
Segment Reporting [Abstract]  
SEGMENTS

NOTE 15 – SEGMENTS

We define our segments as those operations whose results our chief operating decision maker ("CODM") reviews to analyze performance and allocate resources. As described in Note 2 under the caption “Assets Held for Sale and Discontinued Operations,” as well as Note 4,"Discontinued Operations", effective as of the fourth quarter of fiscal 2025, the Company no longer reports the Ammunition segment; it now reports its financial performance based on one segment.

Our CODM is our chief executive officer. The CODM assesses the performance of the Company and decides how to allocate resources based on consolidated earnings before interest expense, income taxes, depreciation and amortization ("EBITDA"). The CODM uses consolidated EBITDA to analyze how profitable the business is, including reviewing in comparison to budget an in comparison to the prior year performance when making decisions on allocating capital and resources. Significant expense categories regularly provided to and reviewed by the CODM are those presented in the consolidated statement of operations.

Our CODM does not use asset book values in assessing performance or allocating resources for our operating segments and therefore this information is not disclosed.

The following table presents consolidated EBITDA for our reportable segment:

 

For the Year Ended March 31,

 

 

2025

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

Net revenues

 

$

49,401,547

 

 

$

53,942,076

 

 

$

63,149,673

 

Cost of revenues

 

 

6,468,031

 

 

 

7,660,541

 

 

 

9,116,939

 

Selling and marketing

 

 

610,926

 

 

 

190,420

 

 

 

2,187,466

 

Corporate and administrative

 

 

70,594,542

 

 

 

23,436,308

 

 

 

18,965,699

 

Employee salaries and related expenses

 

 

17,851,628

 

 

 

16,063,506

 

 

 

17,811,873

 

Consolidated EBITDA

 

 

(46,123,580

)

 

 

6,591,301

 

 

 

15,067,696

 

Adjustments and reconciling items:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

(13,589,698

)

 

 

(13,034,306

)

 

 

(12,700,436

)

Other income/(expense)

 

 

860,293

 

 

 

(174,447

)

 

 

(13,868

)

Interest expense

 

 

(82,173

)

 

 

318,984

 

 

 

(77,806

)

(Provision)/benefit for income taxes

 

 

(6,286,305

)

 

 

948,292

 

 

 

1,347,055

 

Net income/(loss) from continuing operations

 

$

(65,221,463

)

 

$

(5,350,176

)

 

$

3,622,641

 
v3.25.2
SUBSEQUENT EVENTS
 12 Months Ended
Mar. 31, 2025
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 16 – SUBSEQUENT EVENTS

Olin Asset Purchase Agreement

On April 18, 2025, we entered into a First Amendment (the “First Amendment”) to the Asset Purchase Agreement. Pursuant to the First Amendment, the Company and Buyer agreed to, among other things: (i) the removal of the escrow mechanisms for the purchase price adjustments contemplated under the Asset Purchase Agreement; (ii) the addition of a pre-closing inventory count rather than a post-closing inventory count; (iii) the revision of the net working capital adjustment provisions to agree upon certain pre-determined assets and liabilities and remove deductions for certain types of inventory and account for inventory based on the Company’s historical accounting practices; (iv) the addition of a reserve to adjust for upgrades to equipment and inventory issues; and (v) the addition of a purchase price adjustment collar in the event the final net working capital amount is less the estimated net working capital exceeds, which entitles the Buyer to receive from the Company amounts in excess of the collar for such a shortfall.

The Company and the Buyer also entered into certain additional agreements, including, among other things: (a) the addition of a mutual non-disparagement provision; (b) the removal of the closing condition related to the process hazard analysis report and the amendment of one of the representations to account for such report; (c) the addition of a mutual release related to certain disputed items; and (d) the addition of an indemnification related to an item excluded from coverage in the representations and warranties insurance policy.

The Transaction was completed on April 18, 2025. We recognized a gain on sale for the Transaction of $1.3 million.

Separation Agreements

Fred W. Wagenhals

On April 8, 2025, in connection with Fred W. Wagenhals’ resignation from his position as the Executive Chairman of the Company and as Chairman of the Board on April 4, 2025, the Company and Mr. Wagenhals entered into an Executive Separation Agreement, effective April 4, 2025, pursuant to which Mr. Wagenhals is entitled to receive certain separation benefits, including: (i) payment of all compensation and benefits to which Mr. Wagenhals is legally entitled under the Wagenhals Employment Agreement through April 4, 2025; (ii) a cash separation payment equal to $700,000, consisting of (a) a lump sum payment of $300,000 (an amount equal to nine months of Mr. Wagenhals’s annual base salary) and (b) an aggregate of $400,000 (an amount equal to 12 months of Mr. Wagenhals’s annual base salary) to be paid in substantially equal installments in accordance with the Company’s normal payroll practices; (iii) reimbursement for all reimbursable expenses due to Mr. Wagenhals under the Wagenhals Employment Agreement; and (iv) a lump sum payment equal to the value of Mr. Wagenhals’s accrued and unused vacation and paid time off balance.

Jared Smith

On May 21, 2025, the Company and Mr. Smith entered into an Executive Separation Agreement, which became effective as of 5:00 p.m. Eastern Time on May 30, 2025, pursuant to which Mr. Smith is, subject to his release of certain claims in favor of the Company (the “ADEA Release”), entitled to receive certain separation benefits, including: (i) payment of all compensation and benefits to which Mr. Smith is legally entitled under his employment agreement through May 30, 2025; (ii) a lump sum cash separation payment (the “Cash Severance Payment”) equal to $625,000 (an amount equal to 15 months of Mr. Smith’s annual base salary), which Cash Severance Payment will be paid on the Company’s first payroll date that occurs within a 15-day period following the Company’s receipt of the ADEA Release; (iii) reimbursement for all reimbursable expenses due to Mr. Smith under his employment agreement as of May 30, 2025; and (iv) a lump sum payment equal to the value of Mr. Smith’s accrued and unused vacation and paid time off balance as of May 30, 2025. The Company also agreed to pay premiums for extended health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for a period of 12 months for Mr. Smith and his family, or until Mr. Smith’s coverage otherwise terminates in accordance with COBRA or on account of Mr. Smith’s eligibility to receive coverage under a subsequent employer’s program.

Pursuant to Mr. Smith’s Executive Separation Agreement, Mr. Smith will be permitted to retain 100% of his nonqualified stock options and shares of Common Stock, including any remaining unvested shares and options, which immediately became vested and exercisable as of May 30, 2025, subject to the terms and conditions of the Company’s 2017 Equity Incentive Plan and any applicable award documentation with respect to such options, which terms and conditions include exercisability of the options for up to ten years after the original issuance date.

Sunflower Loan Amendments

On April 18, 2025, we entered into a Consent and Second Amendment to Loan and Security Agreement (the “Sunflower Loan Amendment”) by and among the Company and other borrowers party thereto (collectively, the “Borrower”), and Sunflower Bank, N.A., as administrative agent and collateral agent (the “Agent”). The Sunflower Loan Amendment amends that certain Loan and Security Agreement, dated as of December 29, 2019, by and among the Borrower, the Lenders and the Agent (as amended by the Sunflower Loan Amendment, the “Sunflower Loan Agreement”).

Pursuant to the Sunflower Loan Amendment, the Borrower and the Agent agreed to, among other things: (i) release the Agent’s security interest in all collateral securing the Borrower’s obligations under the Sunflower Loan Agreement upon consummation of the sale of the Ammunition Manufacturing Business; (ii) reduce all amounts available under the Revolving Loan to zero dollars as of the effective date of the Sunflower Loan Amendment; (iii) enter into an Amended and Restated Revolving Line Promissory Note in the amount of $5.0 million, representing 100% of the Revolving Line Commitment available under the Sunflower Loan Agreement, executed by Borrower in favor of Agent as of the effective date of the Sunflower Loan Amendment; and (iv) certain other amendments to Borrower’s customary covenants and obligations under the Sunflower Loan Agreement that only take effect in the event the Revolving Line Availability is greater than zero dollars.

On May 13, 2025, the Company entered into a Third Amendment to Loan and Security Agreement (the “Third Sunflower Loan Amendment”) by and among the Borrower and Agent. The Third Sunflower Loan Amendment further amends the Sunflower Loan Agreement. Pursuant to the Third Sunflower Loan Amendment, the Borrower and the Agent agreed to change the definitions in the Sunflower Loan Agreement of: (i) “AMMO, Inc” to “Outdoor Holding Company,” (ii) “Ammo” to “OHC,” (iii) “AMMO TECHNOLOGIES, INC” to “OHC TECHNOLOGIES, INC,” and (iv) AMMO MUNITIONS, INC” to “OHC MUNITIONS, INC.”

Delaware Litigation Settlement

On May 21, 2025, the Company entered into a Settlement Agreement (the “Settlement Agreement”), by and among the Company, Speedlight Group I, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Speedlight”), Mr. Urvan, and the following persons, each of whom serves or previously served on the Board of Directors: Richard R. Childress, Jared Smith, Fred W. Wagenhals and Russell Williams Wallace, Jr. (collectively, the “Legacy Directors”). The Settlement Agreement became effective as of 5:00 p.m. Eastern Time on May 30, 2025, pursuant to its terms (the “Settlement Effective Date”). As a result and pursuant to the Settlement Agreement, effective as of the Settlement Effective Date, (i) Jared Smith resigned as a member of the Board of Directors and from his position as the Chief Executive Officer of the Company and as an officer or member of each of the Company’s direct and indirect subsidiaries and (ii) Mr. Urvan was appointed as the Chief Executive Officer of the Company and as the Chairman of the Board of Directors. In addition, in accordance with the Settlement Agreement, on June 3, 2025, the Company, Speedlight, Mr. Urvan and the Legacy Directors filed a Stipulation of Voluntary Dismissal With Prejudice to dismiss, with prejudice, all claims asserted in the Delaware Litigation.

Issuance of Warrant

As partial consideration for the settlement, on the Settlement Effective Date, the Company issued an affiliated designee of Urvan, a warrant (the “Warrant”) to purchase 7.0 million shares (the “Warrant Shares”) of Common Stock. The Warrant has a five-year term and an exercise price of $1.81 per share. Pursuant to the terms of the Warrant, the Warrant is exercisable at the holder’s discretion, in whole or in part, on or after November 30, 2025, provided that the Warrant automatically vests and becomes exercisable in certain circumstances, such as bankruptcy, liquidation, termination of the business or other similar events, as well as upon consummation of any Extraordinary Transaction (as defined in the Warrant).

Pursuant to the terms of the Warrant, the Warrant Shares may not, subject to certain exceptions, be sold, assigned, transferred or otherwise distributed without prior approval from a majority of the disinterested and independent members of the Board of Directors, provided that on each of the first three anniversaries of the Settlement Effective Date, the holder may transfer 25% of the total issuable shares under the Warrant.

Issuance of Unsecured Promissory Notes

Pursuant to the Settlement Agreement, the Company also issued to Mr. Urvan's affiliated designee, an unsecured promissory note on the Settlement Effective Date for a principal amount of $12.0 million (“Note 1”). Note 1 bears interest at 6.50% per annum (subject to a 2.00% increase during an event of default), which interest is payable to the holder annually on the anniversary of the Settlement Effective Date, beginning on the first anniversary of the Settlement Effective Date (each interest payment due date, an “Interest Payment Date”). The unpaid principal balance of Note 1 and all accrued and unpaid interest thereon is due on the 12th anniversary of the Settlement Effective Date (the “Note 1 Maturity Date”).

Pursuant to the terms of Note 1, the Company is required to make annual prepayments such that $1,000,000 (inclusive of accrued and unpaid interest then due and payable) is paid to the holder on each Interest Payment Date. The Company has the right to prepay, prior to the Note 1 Maturity Date, all or any part of the principal or interest of Note 1 without penalty. In addition, the holder may not request early repayment of Note 1 prior to May 30, 2027. Any optional prepayment by the Company must be approved by a majority vote of the independent and disinterested members of the Board of Directors as then constituted.

Pursuant to the Settlement Agreement, the Company issued to Mr. Urvan's affiliated designee, an unsecured promissory note in a principal amount of $39.0 million (“Note 2” and together with Note 1, the “Notes”) on the Effective Date. Note 2 bears interest at a rate per annum equal to the applicable federal rate for long-term loans in effect on the Effective Date (subject to a 2.00% increase during an event of default), which is payable to the holder annually on the Interest Payment Date. The unpaid principal balance of Note 2 and

all accrued and unpaid interest thereon is due on the 10th anniversary of the Effective Date (the “Note 2 Maturity Date”)

Pursuant to the terms of Note 2, the Company is required to make annual prepayments of the outstanding principal amount on Note 2 equal to $1.95 million on each Interest Payment Date. The Company has the right to prepay, prior to the Note 2 Maturity Date, all or any part of the principal or interest of Note 2 without penalty. In addition, the holder may not request early repayment of Note 2 prior to May 30, 2027. The Company also has the option, at any time prior to May 30, 2026(unless extended by mutual consent of the holder and the Company), to prepay all, but not less than all, of the then-outstanding principal amount of Note 2 and accrued and unpaid interest thereon in exchange for the issuance of a warrant (the “Additional Warrant”) to purchase 13.0 million shares of Common Stock (the “Additional Warrant Shares”), provided that the Company must first obtain stockholder approval of the issuance of the Additional Warrant and the Additional Warrant Shares pursuant to Nasdaq Listing Rule 5635. Upon issuance of the Additional Warrant, all remaining obligations under Note 2 would be deemed satisfied with the same force and effect as a prepayment of all principal and accrued and unpaid interest under Note 2. Any optional prepayment by the Company, whether in cash or by issuance of the Additional Warrant, must be approved by a majority vote of the independent and disinterested members of the Board of Directors as then constituted.

The Additional Warrant, if issued, would have a five-year term and an exercise price of $1.00 per share. Pursuant to the terms of the Additional Warrant, the Additional Warrant would be exercisable at the holder’s discretion, in whole or in part, on or after the first anniversary of the issuance date. Except with respect to the exercise price and the vesting date, the terms of the Additional Warrant and the Warrant are substantially similar.

The Notes also include events of default customary for arrangements of this type, including, among other things, non-payment, bankruptcy and insolvency. The occurrence and continuance of an event of default could result in the acceleration of the obligations under the Notes.

Other Provisions of the Settlement Agreement

Pursuant to the Settlement Agreement, for a period of three years from the Settlement Effective Date (the “Standstill Period”), each of the Legacy Directors agreed to appear at all annual and special meetings of stockholders and to vote their shares beneficially owned as of the Settlement Effective Date in accordance with the Board of Director’s recommendations with respect to director elections and other proposals submitted by the Company or by a stockholder. In addition, during the Standstill Period, the Legacy Directors agreed to certain standstill provisions relating to proxy solicitations for, among other things, director nominations and extraordinary transactions.

The Settlement Agreement also includes a release of claims (i) by the Company against Urvan, (ii) by Urvan against the Company, (iii) by Urvan against the Legacy Directors and (iv) by the Legacy Directors against Urvan. The Settlement Agreement contains customary representations, warranties and obligations of the parties, including, among others, certain non-disparagement and confidentiality covenants.

Dismissal of Books and Records Action

On June 6, 2025, Mr. Urvan and the Company filed a Stipulation and (Proposed) Order of Dismissal in the Books and Records Action. The court subsequently issued an order granting the motion and dismissing the Books and Records Action.

Accounting for the Settlement Agreement

We evaluated the accounting for the Warrant and Notes 1 and 2. We evaluated the Warrant in accordance with ASC 480, Distinguishing Liabilities from Equity, and determined the Warrant meets the equity classification and will be recorded in additional paid-in capital in the consolidated balance sheet during the three months ended June 30, 2025. The Warrant was valued using a Black-Scholes model and determined to have a value of $7,094,926. Notes 1 and 2 were evaluated in accordance with ASC 470, Debt and ASC 815, Derivatives and Hedging. Note 1 will be recognized at a value of $9,866,679, net of discount on issuance and be recorded as a note payable on the consolidated balance sheet. Note 2 will be recognized at a value of $12,105,624, net of discount at issuance and be recorded as a note payable on the consolidated balance sheet.
v3.25.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 12 Months Ended
Mar. 31, 2025
Accounting Policies [Abstract]  
Principles of Consolidation

Principles of Consolidation

The consolidated financial statements include the accounts of Outdoor Holding Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation.
Assets Held for Sale and Discontinued Operations

Assets Held for Sale and Discontinued Operations

In accordance with Accounting Standards Codification (“ASC”) Subtopic 205-20 “Discontinued Operations,” a business is classified as held for sale when management having the authority to approve the action commits to a plan to sell the business, the business is available for immediate sale in its present condition and an active program to locate a buyer has been initiated. Additionally, the sale must be probable to occur during the next 12 months at a price that is reasonable in relation to its current fair value and actions required to complete the plan indicate it is unlikely significant changes to the plan will be made or the plan will be withdrawn. A business classified as held for sale is recorded at the lower of (i) its carrying amount and (ii) estimated fair value less costs to sell. When the carrying amount of the business exceeds its estimated fair value less costs to sell, a loss is recognized and updated each reporting period as appropriate. Assets held for sale are not depreciated or amortized.

The results of operations of businesses classified as held for sale are reported as discontinued operations if the disposal represents a strategic shift that will have a major effect on the entity’s operations and financial results. When a business is identified for discontinued operations reporting: (i) results for prior periods are retrospectively reclassified as discontinued operations; (ii) results of operations are reported in a single line, net of tax, in the consolidated statement of operations; and (iii) assets and liabilities are reported as held for sale in the consolidated balance sheets in the period in which the business is classified as held for sale.

During the year ended March 31, 2025, the Board of Directors initiated a formal review of strategic alternatives for the Company. This review of strategic alternatives resulted in the decision to sell the Company's Ammunition segment. The Company concluded the assets of the Ammunition segment met the criteria for classification as held for sale during the three months ended March 31, 2025. Additionally, the Company determined the ultimate disposal would represent a strategic shift that would have a major effect on the Company's operations and financial results. As such, the results of the Ammunition segment are presented as discontinued operations in the accompanying consolidated statements of operations for all periods presented. Prior periods have been adjusted to conform to the current presentation. The assets and liabilities of the Ammunition segment have been reflected as assets and liabilities held for sale in the accompanying consolidated balance sheets for all periods presented. The Company has ceased depreciating and amortizing its long-lived assets for the Ammunition segment which primarily include right-of-use assets, intangible assets and property and equipment. On January 20, 2025, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Olin Winchester, LLC (the “Buyer”), to sell the Ammunition segment assets and liabilities for consideration of $75.0 million, subject to customary adjustments for estimated net working capital and real property costs and pro-rations. The transaction was completed on April 18, 2025.

Unless otherwise noted, all amounts and disclosures included in these notes to consolidated financial statements reflect only the Company's continuing operations. Refer to Note 4 for additional details on discontinued operations.
Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires us to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made in preparing the condensed consolidated financial statements include the valuation of allowances for credit losses, valuation of deferred tax assets, inventories, useful lives of assets, goodwill, intangible assets, stock-based compensation, and warrant-based compensation.
Goodwill

Goodwill

We evaluate goodwill for impairment annually or more frequently when an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. In testing for goodwill impairment, we may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If our qualitative assessment indicates that goodwill impairment is more likely than not, we perform a two-step impairment test. We test goodwill for impairment under the two-step impairment test by first comparing the book value of net assets to the fair value of the reporting unit. If the fair value is determined to be less than the book value or qualitative factors indicate that it is more likely than not that goodwill is impaired, a second step is performed to compute the amount of impairment as the difference between the estimated fair value of goodwill and the carrying value. We estimate the fair value of the reporting units using discounted cash flows. Forecasts of future cash flows are based on our best estimate of future net sales and operating expenses, based primarily on expected category expansion, pricing, market segment share, and general economic conditions. Due to the declines in the value of our stock price and market capitalization during the years ended March 31, 2025, 2024 and 2023, we assessed qualitative factors to determine if it is more likely than not that the fair value of the Marketplace segment is less than its carrying amount. Accordingly, the impairment of goodwill was not warranted for the year ended March 31, 2025. As of March 31, 2025 and 2024, the Company had a goodwill carrying value of $90,870,094, all of which was assigned to the Marketplace segment.

Accounts Receivable and Allowance for Credit Losses

Accounts Receivable and Allowance for Credit Losses

Our accounts receivable represents amounts due from customers for products sold and include an allowance for estimated credit losses which is estimated based on the collectability and age of the accounts receivable balances and categorization of customers with similar financial condition.

Cash and Cash Equivalents

Cash and Cash Equivalents

For purposes of the consolidated statements of cash flows, we consider highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.
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 was recognized for the years ended March 31, 2025, 2024 and 2023 other than the impairment charges discussed in Note 4, "Discontinued Operations."
Revenue Recognition

Revenue Recognition

We generate revenue from marketplace fees, which includes auction revenue, compliance fee revenue, payment processing revenue, and shipping revenue. We recognize revenue according to Accounting Standard Codification – Revenue from Contract with Customers (“ASC 606”). When the customer obtains control over the promised goods or services, we record revenue in the amount of consideration that we can expect to receive in exchange for those goods and services. We apply the following five-step model to determine revenue recognition:

•
Identification of a contract with a customer
•
Identification of the performance obligations in the contract
•
Determination of the transaction price
•
Allocation of the transaction price to the separate performance obligation
•
Recognition of revenue when performance obligations are satisfied

We only apply the five-step model when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services we transfer to the customer. At contract inception and once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within each contract and determine those that are performance obligations, and assess whether each promised good or service is distinct.

Marketplace fees are generated through our GunBroker online auction marketplace. Performance obligations are satisfied, and revenue is recognized, as follows:

Auction revenue consists of optional listing fees with variable pricing components based on customer options selected from the GunBroker website and final value fees based on a percentage of the final selling price of the listed item. The performance obligation is to process the transactions as initiated by the customer. Revenue is recognized at a point in time when the transaction is processed.

Compliance fee revenue consists of fees charged to customers based on a percentage of the final price of an item at the time of purchase. The performance obligation is to process the transactions as initiated by the customer. Revenue is recognized at a point in time when the transaction is processed.

Payment processing revenue consists of fees charged to customers on a transactional basis. The performance obligation is to process the transactions as initiated by the customer. The price is set by the GunBroker user agreement on the website based on stand-alone selling prices. Revenue is recognized at a point in time when the transaction is processed.

Shipping revenue consists of fees charged to customers for shipping of sold items listed on the GunBroker website. The performance obligation is to ship the item sold as initiated by the customer. The price is set based on the third-party service provider selected to be used by the customer as well as the speed and location of shipment. Revenue is recognized at a point in time when the shipping label is printed.

Banner advertising campaign revenue consists of fees charged to customers for advertisement placement and impressions generated through the GunBroker website. The performance obligation is to generate the number of impressions specified by the customer on banner advertisements on the GunBroker website using the placement selected by the customer. The price is set by the GunBroker user agreement on the website based on standalone selling prices, or by advertising insertion order as negotiated by a media broker. If the number of impressions promised is not generated, the customer receives a refund and the refund is applied to the transaction price. Banner advertising campaigns generally run for one month, and revenue is recognized at a point in time at the end of the selected month.

Identity Verification consists of fees charged to customers for identity verification in order to gain access to the GunBroker website. The performance obligation is to process the identity verification as initiated by the customer. The price is set by the GunBroker user agreement on the website based on a stand-alone selling price. Revenue is recognized at a point in time when the identity verification is completed.

For the years ended March 31, 2025, 2024, and 2023, no customers comprised more than 10% of total revenues. As of March 31, 2025 and 2024, no customers comprised more than 10% of accounts receivable.
Advertising Costs

Advertising Costs

Marketplace advertising costs are expensed as they are incurred and recorded in cost of revenues. For the years ended March 31, 2025, 2024 and 2023 we incurred advertising expenses of $413,461, $765,594, and $286,479, respectively.
Fair Value of Financial Instruments

Fair Value of Financial Instruments

We measure options and warrants at fair value in accordance with Accounting Standards Codification 820 – Fair Value Measurement (“ASC 820”). The objective of ASC 820 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements. ASC 820 specifies a valuation hierarchy based on whether the inputs to those valuation techniques are observable or unobservable.

Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s own assumptions. These two types of inputs have created the following fair value hierarchy:

Level 1 – Quoted prices for identical instruments in active markets;

Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

This hierarchy requires us to minimize the use of unobservable inputs and to use observable market data, if available, when estimating fair value.

The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximated fair values due to the short-term maturities of these instruments.
Property and Equipment

Property and Equipment

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

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

Leases

We determine if an arrangement is a lease at inception of the contract. Operating lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of fixed lease payments over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet; instead, we recognize lease expense for these leases on a straight-line basis over the lease term. We do not account for lease components (e.g., fixed payments to use the underlying lease asset) separately from the non-lease components (e.g., fixed payments for common-area maintenance costs and other items that transfer a good or service). Some of our leases include variable lease payments, which primarily result from changes in consumer price and other market-based indices, which are generally updated annually, and maintenance and usage charges. These variable payments are excluded from the calculation of our lease assets and lease liabilities.

We utilize the interest rate implicit in the lease to determine the lease liability when the interest rate can be determined. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments.

Stock-Based Compensation

Stock-Based Compensation

We account for stock-based compensation at fair value in accordance with Accounting Standards Codification 718 – Compensation – Stock Compensation (“ASC 718”), which requires the recognition of the cost of employee, director and non-employee services received in exchange for an award of equity over the period the employee, director or non-employee is required to perform the services in exchange for the award. Stock-based compensation is measured based on the grant-date fair value of the award. Stock-based compensation is recognized on a straight-line basis over the vesting periods and forfeitures are recognized in the periods they occur.

Concentrations of Credit Risk

Concentrations of Credit Risk

Accounts at banks are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of March 31, 2025 and 2024, our bank account balances exceeded federally insured limits, however, we have not incurred losses related to these deposits.
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.
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 condensed 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.

Arbitration Case

During the year ended March 31, 2025, the Company was involved in one remaining arbitration case with a former employee. The arbitration involved an employee terminated for cause who was seeking contract wages and stock that was earned but clawed back upon his termination. The employee disputed that the termination was for-cause. In the arbitration, the Company first received a favorable ruling when the arbitrator partially granted summary judgment when he ruled that the employee had refused to return funds he received as reimbursement for invoices he never paid. The remaining claims went to an arbitration hearing in late September 2023. The arbitrator entered an interim award as well as supplemental briefing award fees. The arbitrator entered a final non-appealable order in June 2024 in which the employee received a total award of $857,742 comprised of the employee award of $459,723, attorneys' fees of $387,711 and arbitration costs of $10,309.

Delaware Litigation

On April 30, 2023, Steve Urvan filed suit in the Delaware Court of Chancery (the "Delaware Court") against the Company, and certain Outdoor Holding Company directors, former directors, employees, former employees and consultants. At the time the lawsuit was filed, Mr. Urvan was a member of the Board of Directors and our largest stockholder. As described in this Form 10-K, Mr. Urvan now serves as Chairman of the Board of Directors and Chief Executive Officer of the Company. Urvan’s claims include fraudulent inducement, unjust enrichment and violations of the Arizona Securities Act. The suit sought a court order for partial rescission of the Company’s acquisition of GunBroker.com and compensatory damages of not less than $140 million. On August 1, 2023, Outdoor Holding Company filed a separate lawsuit against Urvan in the Delaware Court alleging, among other things, that Urvan committed fraud in connection with the GunBroker.com sale, and that Urvan breached his indemnification obligations to Outdoor Holding Company after the sale. On September 11, 2023, the Delaware Court consolidated Outdoor Holding Company’s lawsuit against Urvan with Urvan’s lawsuit against Outdoor Holding Company and the individual defendants (the “Delaware Litigation”).

On December 20, 2024, the Board of Directors held a meeting during which it voted to pursue a settlement and voted to approve terms outlined in a non-binding term sheet. We recorded an estimated liability of $29.1 million during the year ended March 31, 2025. Please see Note 16, "Subsequent Events" for additional information regarding the Delaware Litigation.

The Books and Records Action

On December 6, 2023, Steve Urvan initiated a separate action against the Company in his capacity as director under 8 Del. C. § 220(d) to inspect certain of the Company’s books and records (the “Books and Records Action”). In the Books and Records Action, Mr. Urvan alleged that the Company wrongfully refused to provide him with access to certain categories of documents following demands that he made on the Company on March 3, 2023 and November 9, 2023. On April 9, 2024, the Company began producing documents in response to Mr. Urvan’s demands pursuant to a Stipulation and Order Governing the Company’s Document Productions. Please see Note 16, "Subsequent Events" for additional information regarding the Books and Records Action.

The MN Action

On January 18, 2024, Innovative Computer Professionals, Inc. d/b/a Digital Cash Processing (“DCP”) filed a civil action in Minnesota state court against Outdoors Online, LLC d/b/a GunBroker.com (“GunBroker.com”) for breach of contract (the “MN Action”). In the MN Action, DCP alleges that GunBroker.com breached a May 2021 contract, pursuant to which DCP was to provide specified digital payment processing services, and it alleges $100 million in damages. On February 7, 2024, GunBroker.com removed the MN Action to the United States District Court for the District of Minnesota. On February 14, 2024, GunBroker.com moved to dismiss the MN Action for lack of personal jurisdiction and for failure to adequately state a claim, or, in the alternative, to transfer the MN Action to the United States District Court for the District of Arizona (the “Motion”). The court denied the Motion and GunBroker filed its Answer and Counterclaims. GunBroker denies the allegations in the MN Action, and it plans to vigorously defend the claims asserted against it. The parties’ initial disclosure statements were exchanged in August, 2024. The parties have since participated in document discovery and fact witness depositions. The Company expects this matter will be scheduled for trial in January, 2026. We cannot yet reasonably estimate a loss or range of loss that may arise from a resolution in the MN Action. The Company will continue to evaluate the status of the MN Action litigation to determine when it is probable that a loss will be incurred and when the amount of the loss is reasonably estimable.

The Triton Settlement

On June 24, 2024 the Company entered into a Confidential Settlement Agreement and Mutual General Release (the “Triton Settlement Agreement”) with Triton Value Partners, LLC, Donald Gasgarth, Paul Freischlag, Jr., Jeff Zwitter (the “Plaintiffs,” and together with the Defendants and the Company, the “Parties” or, individually, “Party”), and Steven Urvan and TVP Investments LLC (the “Urvan Defendants”) and GunBroker.com, LLC, IA TECH, LLC, and GB Investments, Inc. (the “GunBroker Defendants,” and collectively with the Urvan Defendants, the “Defendants”) to fully resolve and settle all disputes and claims related to the litigation between the Defendants and Plaintiffs captioned Triton Value Partners, LLC et al. v. TVP Investments, LLC et al., Cobb County Superior Court, CAFN 18104869 (the “Action”). Pursuant to the Triton Settlement Agreement, the GunBroker Defendants agreed to pay the Plaintiffs $8,000,000 (the “Settlement Amount”) in a single lump sum payment. AMMO agreed to tender the Settlement Amount to an escrow agent on behalf of the GunBroker Defendants within 45 days of the Triton Settlement Agreement’s execution. Within five business days of the receipt of the Settlement Amount from the escrow agent, the Plaintiffs agreed to dismiss the Action with prejudice, and the Urvan Defendants agreed to dismiss all counterclaims against the Plaintiffs with prejudice. Pursuant to the Merger Agreement (as defined above), Urvan has the exclusive right to settle the Action on behalf of all Defendants and Urvan is obligated to indemnify the Company for certain liabilities, including certain liabilities incurred in connection with the Action. In connection with the Merger Agreement, on April 30, 2021, the Company and Urvan entered into a Pledge and Escrow Agreement (the “Pledge and Escrow Agreement”), pursuant to which ten stock certificates in the name of Urvan, with each certificate representing $2.8 million worth of shares of the Company’s common stock as of the date of the Pledge and Escrow Agreement (the “Pledged Securities”) were placed in escrow pending resolution of the Action. Pursuant to the Triton Settlement Agreement, a portion of the Pledged Securities in the form of a stock certificate for 2,857,143 shares (the “Stock Certificate”) were sent to the Company’s transfer agent for cancellation on September 30, 2024. Pursuant to the Triton Settlement Agreement, each of the Plaintiffs and the Defendants provided mutual releases of all claims as of June 24, 2024, arising from any allegations set forth in the Action. Notwithstanding the foregoing, the Company and the GunBroker Defendants do not release any claims asserted against Urvan, and Urvan did not release any claims asserted against the Company, the GunBroker Defendants or any individual or entity related to or affiliated with the Company. Upon the Stock Certificate’s cancellation on September 30, 2024, the parties payment obligations under the Triton Settlement Agreement were complete.

On August 8, 2024, the Company paid $8.0 million to the escrow agent in connection with the Triton Settlement Agreement. This resulted in $4.8 million being recorded as a receivable that was reclassed to treasury stock upon Mr. Urvan’s transfer of the shares related to the settlement payment to the Company on September 30, 2024.

Securities and Exchange Commission Investigation

The Company faces an inestimable loss contingency stemming from a pending investigation of the Staff of the Securities and Exchange Commission's ("SEC") Division of Enforcement (the "SEC Investigation"). The Company has produced documents responsive to document subpoenas and cooperated by, among other things, providing other information to the SEC Staff on a voluntary basis. The SEC Staff has significant discretion in conducting investigations, and therefore, the Company cannot predict the scope or outcome of the SEC Investigation. Based upon document subpoenas to the Company and other communications, it appears that the SEC Staff is investigating and will likely recommend that the SEC bring an enforcement action relating to the Company’s: (i) valuation of, and accounting for share-based compensation awards to employees, non-employee directors and other service providers, and issued in exchange for goods and services; (ii) capitalization of certain share issuance costs; (iii) disclosure of perquisites and the valuation of equity-based compensation paid to certain executives; (iv) disclosure of certain executive officers and related party transactions; and (v) disclosure concerning the calculation of Adjusted EBITDA. The SEC Staff have not issued a Wells Notice to the Company. If the SEC Staff issues a Wells Notice, the Company will have the opportunity to present factual evidence, legal arguments and mitigating circumstances to the SEC. If, notwithstanding the Company’s Wells submission, the SEC authorizes a civil enforcement action, the agency may seek injunctions, civil penalties or other relief, and the Company may incur additional legal and other professional fees in defending such action or negotiating a resolution. Given the ongoing nature and complexity of the SEC Investigation, we cannot yet reasonably estimate a loss or range of loss that may arise from its resolution. The Company will continue to evaluate the status of the investigation and any resolution negotiation to determine when it is both probable that a loss has been incurred and the amount of the loss is reasonably estimable.

We accrued for contingencies totaling approximately $29.1 million for the year ended March 31, 2025. There were no other known contingencies as of March 31, 2025 or 2024.
Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In June 2022, the Financial Accounting Standards Board ("FASB") issued ASU 2022-03, “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The guidance also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction and requires specific disclosures for equity securities subject to contractual sale restrictions. We adopted this ASU on April 1, 2024 and it did not have an impact on our financial results during the year ended March 31, 2025.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. Additionally, it requires that a public entity (1) disclose an amount for “other segment items” by reportable segment, (2) provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by Topic 280 in interim periods, and (3) requires that a public entity that has a single reportable segment provide all the disclosures required by the amendments in this proposed ASU and all existing segment disclosures in Topic 280. The amendments in this proposed ASU should be applied retrospectively to all prior periods presented in the financial statements. We adopted this ASU during our fiscal year ended March 31, 2025. Additional disclosures were added to Note 15, "Segments" to comply with the new requirements.
Recent Accounting Pronouncements

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures. The ASU requires that public business entities on an annual basis (1) disclose specific categories in the effective tax rate reconciliation and (2) provide additional information for reconciling items that meet or exceed a quantitative threshold. Additionally, it requires all entities disclose the following information about income taxes paid on an annual basis: (1) the year-to-date amounts of income taxes paid disaggregated by federal (national), state, and foreign taxes and (2) the amount of income taxes paid disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than 5 percent of total income taxes paid. The amendments are effective for annual periods beginning after December 15, 2024. The amendments in this proposed ASU should be applied on a prospective basis, although retrospective application to all periods presented is permitted. Early adoption is permitted. We are currently evaluating the potential impact of these changes.

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.
v3.25.2
INCOME/(LOSS) PER COMMON SHARE (Tables)
 12 Months Ended
Mar. 31, 2025
Net Income/(Loss) per share  
SCHEDULE OF INCOME/(LOSS) PER COMMON SHARE

 

For the Year Ended March 31,

 

 

2025

 

 

2024

 

 

2023

 

Numerator:

 

 

 

 

 

 

 

 

 

Net income/(loss) from continuing operations

 

$

(65,221,463

)

 

$

(5,350,176

)

 

$

3,622,641

 

Less: Preferred stock dividends

 

 

(3,105,036

)

 

 

(3,122,049

)

 

 

(3,105,034

)

Net income/(loss) before discontinued operations

 

 

(68,326,499

)

 

 

(8,472,225

)

 

 

517,607

 

Net loss from discontinued operations, net of tax

 

 

(65,612,137

)

 

 

(11,243,433

)

 

 

(12,389,327

)

Net loss attributable to common stockholders

 

$

(133,938,636

)

 

$

(19,715,658

)

 

$

(11,871,720

)

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

Weighted average shares of common stock - Basic

 

 

117,642,232

 

 

 

118,249,486

 

 

 

117,177,885

 

Effect of dilutive common stock purchase warrants

 

 

-

 

 

 

-

 

 

 

-

 

Effect of dilutive equity incentive awards

 

 

-

 

 

 

-

 

 

 

-

 

 Weighted average shares of common stock - Diluted

 

 

117,642,232

 

 

 

118,249,486

 

 

 

117,177,885

 

 

 

 

 

 

 

 

 

 

 

Basic loss per share attributable to common stockholders:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.58

)

 

$

(0.07

)

 

$

0.00

 

Discontinued operations

 

$

(0.56

)

 

$

(0.10

)

 

$

(0.11

)

Total basic loss per share attributable to common stockholders

 

$

(1.14

)

 

$

(0.17

)

 

$

(0.11

)

 

 

 

 

 

 

 

 

 

 

Diluted loss per share attributable to common stockholders:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.58

)

 

$

(0.07

)

 

$

0.00

 

Discontinued operations

 

$

(0.56

)

 

$

(0.10

)

 

$

(0.11

)

Total diluted loss per share attributable to common stockholders

 

$

(1.14

)

 

$

(0.17

)

 

$

(0.11

)
NUMBER OF SHARES EXCLUDED FROM THE CALCULATION OF DILUTED NET LOSS PER SHARE

The following table presents the number of shares excluded from the calculation of diluted net loss per share attributable to common stockholders:

 

For the Year Ended March 31,

 

 

2025

 

 

2024

 

 

2023

 

Common stock options

 

 

275,000

 

 

 

175,000

 

 

 

-

 

Non-vested stock awards

 

 

215,196

 

 

 

1,540,524

 

 

 

2,204,659

 

Warrants

 

 

1,721,296

 

 

 

1,808,870

 

 

 

2,560,986

 

Total shares excluded from diluted net loss per share

 

 

2,211,492

 

 

 

3,524,394

 

 

 

4,765,645

 
v3.25.2
DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE (Tables)
 12 Months Ended
Mar. 31, 2025
Discontinued Operations and Disposal Groups [Abstract]  
SCHEDULE OF AMMUNITION SEGMENT DISCONTINUED OPERATIONS The following table summarizes the results of operations of the Ammunition segment that are being reported as discontinued operations:

 

 

 

For the Year Ended March 31,

 

 

 

 

2025

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

 

Net revenues(1)

 

 

$

74,867,419

 

 

$

91,112,496

 

 

$

128,290,128

 

Cost of revenues

 

 

 

83,079,531

 

 

 

94,818,546

 

 

 

126,961,549

 

Gross profit

 

 

 

(8,212,112

)

 

 

(3,706,050

)

 

 

1,328,579

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

Selling and marketing

 

 

 

1,296,141

 

 

 

1,179,659

 

 

 

2,542,074

 

Corporate general and administrative

 

 

 

8,553,708

 

 

 

6,146,966

 

 

 

6,014,380

 

Employee salaries and related expenses

 

 

 

2,610,046

 

 

 

1,636,496

 

 

 

2,008,625

 

Depreciation and amortization expense

 

 

 

35,866

 

 

 

508,485

 

 

 

578,326

 

Total operating expenses

 

 

 

12,495,761

 

 

 

9,471,606

 

 

 

11,143,405

 

Loss from operations

 

 

 

(20,707,873

)

 

 

(13,177,656

)

 

 

(9,814,826

)

Total other income/(expense)

 

 

 

(617,756

)

 

 

(923,603

)

 

 

(515,207

)

Impairment of assets

 

 

 

(45,847,430

)

 

 

-

 

 

 

-

 

Loss from discontinued operations before income taxes

 

 

 

(67,173,059

)

 

 

(14,101,259

)

 

 

(10,330,033

)

Provision (benefit) for income taxes

 

 

 

(1,560,922

)

 

 

(2,857,826

)

 

 

2,059,294

 

Loss from discontinued operations, net of tax

 

 

$

(65,612,137

)

 

$

(11,243,433

)

 

$

(12,389,327

)

(1) Included in revenue for the years ended March 31, 2025, 2024 and 2023 are excise taxes of $4,972,452, $6,155,524 and $9,789,897, respectively.

The following table summarizes the Ammunition segment assets and liabilities classified as held for sale in the accompanying consolidated balance sheets:

 

 

March 31, 2025

 

 

March 31, 2024

 

ASSETS

 

 

 

 

 

 

Accounts receivable, net

 

$

8,778,545

 

 

$

17,424,888

 

Inventories

 

 

21,520,796

 

 

 

45,563,334

 

Prepaid expenses

 

 

198,379

 

 

 

658,946

 

Equipment, net

 

 

25,983,100

 

 

 

53,544,002

 

Deposits

 

 

-

 

 

 

322,034

 

Patents, net

 

 

1,409,542

 

 

 

4,756,006

 

Other intangible assets, net

 

 

-

 

 

 

35,866

 

Total assets held for sale

 

$

57,890,362

 

 

$

122,305,076

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

Accounts payable

 

$

2,513,533

 

 

$

7,528,186

 

Accrued liabilities

 

 

3,280,449

 

 

 

4,211,248

 

Current portion of construction note payable

 

 

286,200

 

 

 

273,459

 

Contingent consideration payable

 

 

-

 

 

 

59,838

 

Construction note payable, net of unamortized issuance costs

 

 

10,564,816

 

 

 

10,735,241

 

Total liabilities held for sale

 

$

16,644,998

 

 

$

22,807,972

 
v3.25.2
SUPPLEMENTAL BALANCE SHEET INFORMATION (Tables)
 12 Months Ended
Mar. 31, 2025
Balance Sheet Related Disclosures [Abstract]  
SCHEDULE OF ACCOUNTS RECEIVABLE

Our net accounts receivable are summarized as follows:

 

March 31,
2025

 

 

March 31,
2024

 

Accounts receivable

 

$

13,994,499

 

 

$

13,800,818

 

Less: allowance for credit losses

 

 

(3,805,488

)

 

 

(3,004,385

)

Accounts receivable, net

 

$

10,189,011

 

 

$

10,796,433

 

 

The following presents a reconciliation of our allowance for credit losses for the periods presented:

April 1, 2023

 

$

2,566,917

 

Increase in allowance

 

 

1,831,900

 

Write-off of uncollectible amounts

 

 

(1,394,432

)

March 31, 2024

 

 

3,004,385

 

Increase in allowance

 

 

1,503,700

 

Write-off of uncollectible amounts

 

 

(702,597

)

March 31, 2025

 

$

3,805,488

 
SCHEDULE OF PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at March 31, 2025 and March 31, 2024:

 

 

March 31, 2025

 

 

March 31, 2024

 

Leasehold Improvements

 

$

247,725

 

 

$

247,725

 

Furniture and Fixtures

 

 

331,483

 

 

 

331,483

 

Software and Equipment

 

 

9,249,946

 

 

 

6,198,213

 

Construction in Progress

 

 

733,384

 

 

 

429,210

 

Total property and equipment

 

$

10,562,538

 

 

$

7,206,631

 

Less accumulated depreciation

 

 

(4,084,854

)

 

 

(2,668,593

)

Property and equipment, net

 

$

6,477,684

 

 

$

4,538,038

 
SCHEDULE OF ACCRUED LIABILITIES

At March 31, 2025 and March 31, 2024, accrued liabilities were as follows:

 

 

As of March 31,

 

 

2025

 

 

2024

 

 

Accrued bonus program

 

$

 

1,831,250

 

 

$

 

786,885

 

 

Accrued professional fees

 

 

 

4,682,183

 

 

 

 

1,134,368

 

 

Accrued payroll

 

 

 

764,174

 

 

 

 

265,883

 

 

Other accruals

 

 

 

674,735

 

 

 

 

272,926

 

 

Income taxes payable

 

 

 

394,065

 

 

 

 

394,134

 

 

Accrued contingency

 

 

 

29,067,229

 

 

 

 

-

 

 

Accrued liabilities

 

$

 

37,413,636

 

 

$

 

2,854,196

 

 

 
v3.25.2
LEASES (Tables)
 12 Months Ended
Mar. 31, 2025
Leases  
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELLABLE LEASES

Future minimum lease payments under non-cancellable leases as of March 31, 2025 are as follows:

Years Ended March 31,

 

 

 

2026

 

$

650,195

 

2027

 

 

564,681

 

2028

 

 

360,055

 

2029

 

 

242,595

 

Total Lease Payments

 

 

1,817,526

 

Less: Amount Representing Interest

 

 

(261,742

)

Present value of lease liabilities

 

$

1,555,784

 
v3.25.2
PREFERRED STOCK (Tables)
 12 Months Ended
Mar. 31, 2025
Equity [Abstract]  
SUMMARY OF DIVIDENDS PAID ON SERIES A PREFERRED STOCK

The following is a summary of the dividends paid on the Series A Preferred Stock in the year ended March 31, 2025:

Dividend
Declaration
Date

 

Record
Date

 

Dividend
Period

 

Dividend
Payment
Date

 

Dividend
Amount

 

 

Per Share
Amount

 

May 15, 2024

 

May 31, 2024

 

March 15, 2024 - June 14, 2024

 

June 17, 2024

 

$

 

782,634

 

 

$

 

0.55902778

 

August 15, 2024

 

August 31, 2024

 

June 15, 2024 - September 14, 2024

 

September 15, 2024

 

 

 

782,639

 

 

 

 

0.55902778

 

November 15, 2024

 

November 30, 2024

 

September 15, 2024 - December 14, 2024

 

December 15, 2024

 

 

 

782,639

 

 

 

 

0.55902778

 

February 6, 2025

 

February 28, 2025

 

December 15, 2024 - March 14, 2025

 

March 15, 2025

 

 

 

765,625

 

 

 

 

0.54687500

 

The following is a summary of the dividends paid on the Series A Preferred Stock in the year ended March 31, 2024:

Dividend
Declaration
Date

 

Record
Date

 

Dividend
Period

 

Dividend
Payment
Date

 

Dividend
Amount

 

 

Per Share
Amount

 

May 15, 2023

 

May 31, 2023

 

March 15, 2023 - June 14, 2023

 

June 15, 2023

 

$

 

782,639

 

 

$

 

0.55902778

 

August 15, 2023

 

August 31, 2023

 

June 15, 2023 - September 14, 2023

 

September 15, 2023

 

 

 

782,639

 

 

 

 

0.55902778

 

November 15, 2023

 

November 30, 2023

 

September 15, 2023 - December 14, 2023

 

December 15, 2023

 

 

 

774,132

 

 

 

 

0.55295140

 

February 6, 2024

 

February 29, 2024

 

December 15, 2023 - March 14, 2024

 

March 15, 2024

 

 

 

774,132

 

 

 

 

0.55295140

 
v3.25.2
CAPITAL STOCK (Tables)
 12 Months Ended
Mar. 31, 2025
Class of Stock [Line Items]  
SCHEDULE OF OUTSTANDING AND EXERCISABLE STOCK PURCHASE WARRANTS

At March 31, 2025 and 2024, 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, 2023

 

 

2,560,946

 

 

$

2.46

 

 

 

1.59

 

Granted

 

 

—

 

 

 

—

 

 

 

—

 

Exercised

 

 

(31,750

)

 

 

2.40

 

 

 

—

 

Forfeited or cancelled

 

 

(720,366

)

 

 

3.19

 

 

 

—

 

Outstanding at March 31, 2024

 

 

1,808,830

 

 

$

2.16

 

 

 

1.09

 

Exercisable at March 31, 2024

 

 

1,808,830

 

 

$

2.16

 

 

 

1.09

 

 

 

Number of
Shares

 

 

Weighted
Averaged
Exercise
Price

 

 

Weighted
Average Life
Remaining
(Years)

 

Outstanding at March 31, 2024

 

 

1,808,830

 

 

$

2.16

 

 

 

1.09

 

Granted

 

 

—

 

 

 

—

 

 

 

—

 

Exercised

 

 

—

 

 

 

—

 

 

 

—

 

Forfeited or cancelled

 

 

(87,574

)

 

 

2.35

 

 

 

—

 

Outstanding at March 31, 2025

 

 

1,721,256

 

 

$

2.03

 

 

 

0.84

 

Exercisable at March 31, 2025

 

 

1,721,256

 

 

$

2.03

 

 

 

0.84

 
SCHEDULE OF SHARE BASED COMPENSATION ARRANGEMENTS

Number of Options

 

 

400,000

 

Option Vesting Period

 

Up to 3 years

 

Per share grant price

 

$

2.08

 

Dividend yield

 

 

-

 

Expected volatility

 

 

83.5

%

Risk-free interest rate

 

 

4.13

%

Expected life (years)

 

 

5.75

 

Weighted average fair value

 

$

1.50

 

 

 
Stock Option Activity [Member]  
Class of Stock [Line Items]  
SUMMARY OF STOCK ACTIVITY

The following is a summary of our stock option activity during the years ended March 31, 2024 and 2025:

 

Number of Options

 

 

Weighted Average Exercise Price

 

 

Weighted Average Grant Date Fair Value

 

 

Weighted Average Remaining Life in Years

 

Outstanding, April 1, 2023

 

 

 

-

 

 

$

 

-

 

 

$

 

-

 

 

 

 

-

 

Granted

 

 

 

400,000

 

 

 

 

2.08

 

 

 

 

1.50

 

 

 

 

10.00

 

Exercised

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

Canceled/Forfeited

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

Outstanding, March 31, 2024

 

 

 

400,000

 

 

 

2.08

 

 

 

 

1.50

 

 

 

 

9.32

 

Granted

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

Exercised

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

Canceled/Forfeited

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

Outstanding, March 31, 2025

 

 

 

400,000

 

 

$

2.08

 

 

$

 

1.50

 

 

 

 

8.32

 
Stock Award Activity [Member]  
Class of Stock [Line Items]  
SUMMARY OF STOCK ACTIVITY

A summary of stock award activity for the year ended March 31, 2025 is as follows:

 

 

Number of Shares

 

 

Weighted-Average Grant-Date Fair Value Per Share

 

Outstanding at April 1, 2024

 

 

1,540,525

 

 

$

 

2.93

 

Granted

 

 

510,000

 

 

 

 

1.77

 

Vested

 

 

(1,585,329

)

 

 

 

2.74

 

Forfeited

 

 

(250,000

)

 

 

 

2.32

 

Outstanding at March 31, 2025

 

 

215,196

 

 

$

 

2.24

 

A summary of stock award activity for the year ended March 31, 2024 is as follows:

 

 

Number of Shares

 

 

Weighted-Average Grant-Date Fair Value Per Share

 

Outstanding at April 1, 2023

 

 

2,204,659

 

 

$

 

3.68

 

Granted

 

 

2,579,901

 

 

 

 

2.22

 

Vested

 

 

(1,371,849

)

 

 

 

2.94

 

Forfeited

 

 

(1,872,186

)

 

 

 

2.82

 

Outstanding at March 31, 2024

 

 

1,540,525

 

 

$

 

2.93

 
v3.25.2
ACCRUED LIABILITIES (Tables)
 12 Months Ended
Mar. 31, 2025
Payables and Accruals [Abstract]  
SCHEDULE OF ACCRUED LIABILITIES

At March 31, 2025 and March 31, 2024, accrued liabilities were as follows:

 

 

As of March 31,

 

 

2025

 

 

2024

 

 

Accrued bonus program

 

$

 

1,831,250

 

 

$

 

786,885

 

 

Accrued professional fees

 

 

 

4,682,183

 

 

 

 

1,134,368

 

 

Accrued payroll

 

 

 

764,174

 

 

 

 

265,883

 

 

Other accruals

 

 

 

674,735

 

 

 

 

272,926

 

 

Income taxes payable

 

 

 

394,065

 

 

 

 

394,134

 

 

Accrued contingency

 

 

 

29,067,229

 

 

 

 

-

 

 

Accrued liabilities

 

$

 

37,413,636

 

 

$

 

2,854,196

 

 

 
v3.25.2
INCOME TAXES (Tables)
 12 Months Ended
Mar. 31, 2025
Income Tax Disclosure [Abstract]  
SCHEDULE OF INCOME TAX PROVISION BENEFIT

The income tax (provision) benefit for the periods shown consist of the following:

 

2025

 

 

2024

 

 

2023

 

Current

 

 

 

 

 

 

 

 

 

US Federal

 

$

-

 

 

$

-

 

 

$

—

 

US State

 

 

-

 

 

 

-

 

 

 

—

 

Total current provision

 

 

-

 

 

 

-

 

 

 

—

 

Deferred

 

 

 

 

 

 

 

 

 

US Federal

 

 

(5,601,975

)

 

 

(718,757

)

 

 

(1,152,032

)

US State

 

 

(1,556,266

)

 

 

(229,535

)

 

 

(195,023

)

Total deferred benefit

 

 

(7,158,241

)

 

 

(948,292

)

 

 

(1,347,055

)

Change in valuation allowance

 

 

13,444,546

 

 

 

-

 

 

 

—

 

Income tax (provision) benefit

 

$

6,286,305

 

 

$

(948,292

)

 

$

(1,347,055

)
SCHEDULE OF RECONCILIATION OF INCOME TAX

The reconciliation of income tax expense computed at the U.S. federal statutory rate of 21% to the income tax provision is as follows:

 

2025

 

 

 

2024

 

 

 

2023

 

 

U.S. Federal

 

 

21.0

 

%

 

 

21.0

 

%

 

 

21.0

 

%

State taxes, net of Federal income tax benefit

 

 

5.5

 

%

 

 

5.6

 

%

 

 

6.0

 

%

Change in valuation allowance

 

 

(11.5

)

%

 

 

0.0

 

%

 

 

0.0

 

%

Employee stock awards

 

 

0.1

 

%

 

 

(7.4

)

%

 

 

(33.3

)

%

Equity issuance costs

 

 

0.0

 

%

 

 

0.0

 

%

 

 

0.0

 

%

Stock and warrants on note conversion

 

 

0.0

 

%

 

 

0.0

 

%

 

 

(1.9

)

%

Stock for services

 

 

0.0

 

%

 

 

0.0

 

%

 

 

0.0

 

%

Non-deductible meals and entertainment

 

 

0.0

 

%

 

 

(0.1

)

%

 

 

(0.4

)

%

Contingent consideration fair value

 

 

0.0

 

%

 

 

0.1

 

%

 

 

0.2

 

%

Return to provision

 

 

0.0

 

%

 

 

0.0

 

%

 

 

0.0

 

%

Other

 

 

0.0

 

%

 

 

(0.4

)

%

 

 

(0.3

)

%

Total provision for income taxes

 

 

15.2

 

%

 

 

18.7

 

%

 

 

(8.8

)

%
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

Significant components of the Company’s deferred tax liabilities and assets are as follows:

 

 

 

 

 

 

 

 

As of March 31,

 

 

 

2025

 

 

2024

 

Deferred tax assets

 

 

 

 

 

 

Net operating loss carryforward

 

$

16,557,351

 

 

$

5,229,409

 

Loss on purchase

 

 

2,213,969

 

 

 

2,215,611

 

Impairment - Ammunition segment

 

 

12,398,990

 

 

 

-

 

Inventory capitalization - Section 263A

 

 

472,665

 

 

 

1,001,457

 

Bad debt allowance

 

 

1,045,220

 

 

 

973,565

 

Legal reserve settlement

 

 

7,978,747

 

 

 

-

 

Non qualified stock compensation expense

 

 

1,154,090

 

 

 

-

 

Other timing differences

 

 

481,036

 

 

 

297,195

 

Total deferred tax assets

 

$

42,302,068

 

 

$

9,717,237

 

 

 

 

 

 

 

 

Deferred tax liabilities

 

 

 

 

 

 

Depreciation expense

 

$

(3,523,690

)

 

$

(3,580,271

)

Change in estimate and accounting method

 

 

(699,392

)

 

 

(699,910

)

Amortization - intangible assets

 

 

(2,114,232

)

 

 

(1,029,565

)

Total deferred tax liabilities

 

 

(6,337,314

)

 

 

(5,309,746

)

Net deferred tax asset

 

$

35,964,754

 

 

$

4,407,491

 

Valuation allowance

 

 

(35,964,754

)

 

 

-

 

Net deferred tax asset

 

$

-

 

 

$

4,407,491

 
v3.25.2
INTANGIBLE ASSETS (Tables)
 12 Months Ended
Mar. 31, 2025
Goodwill and Intangible Assets Disclosure [Abstract]  
SCHEDULE OF OTHER INTANGIBLE ASSETS

Other intangible assets consisted of the following:

 

 

 

 

As of March 31,

 

 

 

Life

 

2025

 

 

2024

 

Tradename

 

15

 

$

76,532,389

 

 

$

76,532,389

 

Customer List

 

10

 

 

65,252,802

 

 

 

65,252,802

 

Intellectual Property

 

10

 

 

4,224,442

 

 

 

4,224,442

 

Other Intangible Assets

 

5

 

 

357,747

 

 

 

357,747

 

Gross Intangibles Assets

 

 

 

 

146,367,380

 

 

 

146,367,380

 

Accumulated amortization – Intangible Assets

 

 

 

 

(47,475,613

)

 

 

(35,354,179

)

Net Intangible Assets

 

 

 

$

98,891,767

 

 

$

111,013,201

 
SCHEDULE OF ANNUAL AMORTIZATION OF INTANGIBLE ASSET

Annual estimated amortization of intangible assets for the next five fiscal years are as follows:

Years Ended March 31,

 

Estimates for
Fiscal Year

 

2026

 

$

12,121,433

 

2027

 

 

12,055,846

 

2028

 

 

12,049,884

 

2029

 

 

12,049,884

 

2030

 

 

12,049,884

 

Thereafter

 

 

38,564,836

 

 

$

98,891,767

 
v3.25.2
SEGMENTS (Tables)
 12 Months Ended
Mar. 31, 2025
Segment Reporting [Abstract]  
SCHEDULE OF CONSOLIDATED EBITDA FOR REPORTABLE SEGMENT

The following table presents consolidated EBITDA for our reportable segment:

 

For the Year Ended March 31,

 

 

2025

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

Net revenues

 

$

49,401,547

 

 

$

53,942,076

 

 

$

63,149,673

 

Cost of revenues

 

 

6,468,031

 

 

 

7,660,541

 

 

 

9,116,939

 

Selling and marketing

 

 

610,926

 

 

 

190,420

 

 

 

2,187,466

 

Corporate and administrative

 

 

70,594,542

 

 

 

23,436,308

 

 

 

18,965,699

 

Employee salaries and related expenses

 

 

17,851,628

 

 

 

16,063,506

 

 

 

17,811,873

 

Consolidated EBITDA

 

 

(46,123,580

)

 

 

6,591,301

 

 

 

15,067,696

 

Adjustments and reconciling items:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

(13,589,698

)

 

 

(13,034,306

)

 

 

(12,700,436

)

Other income/(expense)

 

 

860,293

 

 

 

(174,447

)

 

 

(13,868

)

Interest expense

 

 

(82,173

)

 

 

318,984

 

 

 

(77,806

)

(Provision)/benefit for income taxes

 

 

(6,286,305

)

 

 

948,292

 

 

 

1,347,055

 

Net income/(loss) from continuing operations

 

$

(65,221,463

)

 

$

(5,350,176

)

 

$

3,622,641

 
v3.25.2
ORGANIZATION AND BUSINESS ACTIVITY (Details Narrative)
 12 Months Ended
Mar. 31, 2021
Segment
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]  
Number of operating segments 2
Number of reportable segments 2
v3.25.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
 1 Months Ended 12 Months Ended
Apr. 18, 2025
Jan. 20, 2025
Jun. 24, 2024
Jan. 18, 2024
Apr. 30, 2023
Apr. 30, 2021
Jun. 30, 2024
Mar. 31, 2025
Mar. 31, 2024
Mar. 31, 2023
Sep. 30, 2024
Aug. 08, 2024
Goodwill               $ 90,870,094 $ 90,870,094      
Impairment expense               0 0 $ 0    
Cash FDIC insured amount               $ 250,000        
Income tax examination, description               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.        
Compensatory damages       $ 100,000,000 $ 140,000,000              
Loss contingency, estimated liability               $ 29,100,000        
Accrued contingencies               29,100,000        
Other contingencies               0 0      
Treasury stock               $ 8,565,401 $ 2,673,156      
Disaggregated by individual jurisdictions percentage of income taxes paid               5.00%        
Total employee award received             $ 857,742          
Employee award             459,723          
Attorneys fees             387,711          
Arbitration costs             $ 10,309          
Customer [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]                        
Concentration risk, percentage               0.00% 0.00% 0.00%    
Customer [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]                        
Concentration risk, percentage               0.00% 0.00%      
Cost of Sales [Member] | Marketplace [Member]                        
Advertising expenses               $ 413,461 $ 765,594 $ 286,479    
Asset Purchase Agreement [Member] | Olin Winchester LLC [Member]                        
Gross purchase price   $ 75,000,000                    
Agreement date   Jan. 20, 2025                    
Asset Purchase Agreement [Member] | Olin Winchester LLC [Member] | Subsequent Event [Member]                        
Date of asset purchase Apr. 18, 2025                      
Settlement Agreement [Member]                        
Settlement amount     $ 8,000,000                  
Escrow deposit                       $ 8,000,000
Treasury stock                     $ 4,800,000  
Pledge and Escrow Agreement [Member]                        
Value of stock issued           $ 2,800,000            
Number of stock issued           2,857,143            
v3.25.2
SCHEDULE OF INCOME/(LOSS) PER COMMON SHARE (Details) - USD ($)
 12 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Mar. 31, 2023
Net Income/(Loss) per share      
Net Income/(Loss) from continuing operations $ (65,221,463) $ (5,350,176) $ 3,622,641
Preferred stock dividend (3,105,036) (3,122,049) (3,105,034)
Net income/(loss) before discontinued operations (68,326,499) (8,472,225) 517,607
Net loss from discontinued operations, net of tax (65,612,137) (11,243,433) (12,389,327)
Net loss attributable to common stock shareholders $ (133,938,636) $ (19,715,658) $ (11,871,720)
Weighted average shares of common stock - Basic 117,642,232 118,249,486 117,177,885
Effect of dilutive common stock purchase warrants
Effect of dilutive equity incentive awards
Weighted average shares of common stock - Diluted 117,642,232 118,249,486 117,177,885
Basic loss per share attributable to common stockholders:      
Continuing operations $ (0.58) $ (0.07) $ 0
Discontinued operations (0.56) (0.1) (0.11)
Total basic loss per share attributable to common stockholders (1.14) (0.17) (0.11)
Diluted loss per share attributable to common stockholders:      
Continuing operations (0.58) (0.07) 0
Discontinued operations (0.56) (0.1) (0.11)
Total diluted loss per share attributable to common stockholders $ (1.14) $ (0.17) $ (0.11)
v3.25.2
NUMBER OF SHARES EXCLUDED FROM THE CALCULATION OF DILUTED NET LOSS PER SHARE (Details) - shares
 12 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Total shares excluded from diluted net loss per share 2,211,492 3,524,394 4,765,645
Stock Option Activity [Member]      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Total shares excluded from diluted net loss per share 275,000 175,000 0
Non-vested stock awards [Member]      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Total shares excluded from diluted net loss per share 215,196 1,540,524 2,204,659
Warrant [Member]      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Total shares excluded from diluted net loss per share 1,721,296 1,808,870 2,560,986
v3.25.2
DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE (Details Narrative) - USD ($)
$ in Millions
 12 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Mar. 31, 2023
Discontinued Operations and Disposal Groups [Abstract]      
Estimated net proceeds $ 42.9    
Impairment related to assets held for sale 45.8    
Capital expenditures related to discontinued operations 2.1 $ 5.4 $ 10.8
Inventory write-down $ 16.9    
v3.25.2
SCHEDULE OF RESULTS OF OPERATIONS OF AMMUNITION SEGMENT REPORTED AS DISCONTINUED OPERATIONS (Details) - USD ($)
 12 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Mar. 31, 2023
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract]      
Net revenues [1] $ 74,867,419 $ 91,112,496 $ 128,290,128
Cost of revenues 83,079,531 94,818,546 126,961,549
Gross profit (8,212,112) (3,706,050) 1,328,579
Operating expenses      
Selling and marketing 1,296,141 1,179,659 2,542,074
Corporate general and administrative 8,553,708 6,146,966 6,014,380
Employee salaries and related expenses 2,610,046 1,636,496 2,008,625
Depreciation and amortization expense 35,866 508,485 578,326
Total operating expenses 12,495,761 9,471,606 11,143,405
Loss from operations (20,707,873) (13,177,656) (9,814,826)
Total other income/(expense) (617,756) (923,603) (515,207)
Impairment of assets (45,847,430)
Loss from discontinued operations before income taxes (67,173,059) (14,101,259) (10,330,033)
Provision (benefit) for income taxes (1,560,922) (2,857,826) 2,059,294
Loss from discontinued operations, net of tax $ (65,612,137) $ (11,243,433) $ (12,389,327)
[1] Included in revenue for the years ended March 31, 2025, 2024 and 2023 are excise taxes of $4,972,452, $6,155,524 and $9,789,897, respectively.
v3.25.2
SCHEDULE OF RESULTS OF OPERATIONS OF AMMUNITION SEGMENT REPORTED AS DISCONTINUED OPERATIONS (Parenthetical) (Details) - USD ($)
 12 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Mar. 31, 2023
Discontinued Operations and Disposal Groups [Abstract]      
Excise taxes $ 4,972,452 $ 6,155,524 $ 9,789,897
v3.25.2
SCHEDULE OF AMMUNITION SEGMENT ASSETS AND LIABILITIES (Details) - USD ($)
Mar. 31, 2025
Mar. 31, 2024
ASSETS    
Accounts receivable, net $ 8,778,545 $ 17,424,888
Inventories 21,520,796 45,563,334
Prepaid expenses 198,379 658,946
Equipment, net 25,983,100 53,544,002
Deposits 322,034
Patents, net 1,409,542 4,756,006
Other intangible assets, net 35,866
Total assets held for sale 57,890,362 122,305,076
LIABILITIES    
Accounts payable 2,513,533 7,528,186
Accrued liabilities 3,280,449 4,211,248
Current portion of construction note payable 286,200 273,459
Contingent consideration payable 59,838
Construction note payable, net of unamortized issuance costs 10,564,816 10,735,241
Total liabilities held for sale $ 16,644,998 $ 22,807,972
v3.25.2
SCHEDULE OF ACCOUNTS RECEIVABLE (Details) - USD ($)
 12 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Credit Loss [Abstract]    
Accounts receivable $ 13,994,499 $ 13,800,818
Less: allowance for credit losses (3,805,488) (3,004,385)
Accounts receivable, net 10,189,011 10,796,433
Allowance for credit losses, beginning balance 3,004,385 2,566,917
Increase in allowance 1,503,700 1,831,900
Write-off of uncollectible amounts (702,597) (1,394,432)
Allowance for credit losses, ending balance $ 3,805,488 $ 3,004,385
v3.25.2
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)
Mar. 31, 2025
Mar. 31, 2024
Property, Plant and Equipment [Line Items]    
Total property and equipment $ 10,562,538 $ 7,206,631
Less accumulated depreciation (4,084,854) (2,668,593)
Property and equipment, net 6,477,684 4,538,038
Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Total property and equipment 247,725 247,725
Furniture and Fixtures [Member]    
Property, Plant and Equipment [Line Items]    
Total property and equipment 331,483 331,483
Software and Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Total property and equipment 9,249,946 6,198,213
Construction in Progress [Member]    
Property, Plant and Equipment [Line Items]    
Total property and equipment $ 733,384 $ 429,210
v3.25.2
SUPPLEMENTAL BALANCE SHEET INFORMATION (Details Narrative) - USD ($)
 12 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Mar. 31, 2023
Operating Expense [Member]      
Impaired Assets to be Disposed of by Method Other than Sale [Line Items]      
Depreciation expense $ 1,378,619 $ 867,040 $ 529,003
v3.25.2
SCHEDULE OF ACCRUED LIABILITIES (Details) - USD ($)
Mar. 31, 2025
Mar. 31, 2024
Payables and Accruals [Abstract]    
Accrued bonus program $ 1,831,250 $ 786,885
Accrued professional fees 4,682,183 1,134,368
Accrued payroll 764,174 265,883
Other accruals 674,735 272,926
Income taxes payable 394,065 394,134
Accrued contingency 29,067,229
Accrued liabilities $ 37,413,636 $ 2,854,196
v3.25.2
REVOLVING LOAN (Details Narrative) - USD ($)
 12 Months Ended
Mar. 31, 2025
Dec. 29, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
Total commitment amount   $ 20,000,000
Revolving loan description December 29, 2026 (the “Maturity Date”), at which time the commitments will terminate and all outstanding loans, together with all accrued and unpaid interest, must be repaid. If the Revolving Loan is refinanced by another lender prior to the Maturity Date, an additional fee payable concurrently with such refinancing in an amount equal to (i) three percent (3.0%) of the Total Commitment Amount, if such financing occurs after the Closing Date but on or prior to the first anniversary of the Closing Date, (ii) two percent (2.0%) of the Total Commitment Amount, if such refinancing occurs after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, and (iii) one percent (1.0%) of the Total Commitment Amount, if such refinancing occurs after the second anniversary of the Closing Date but on or prior to the third anniversary of the Closing Date (the “Prepayment Fee”).  
Sunflower Agreement [Member]    
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
Revolving loan description The Revolving Loan bears interest at a rate of the greater of (x) 3.50% (the “Floor Rate”) and (y) Term SOFR, plus 3.00% (the “Revolving Facility Applicable Rate”) and is computed on the basis of a 360-day year for the actual number of days elapsed. Except in an Event of Default (as defined below), Advances under the Revolving Loan shall bear interest, on the outstanding Daily Balance thereof, at the Revolving Facility Applicable Rate. Interest is due and payable on the first calendar day of each month during the term of the Sunflower Agreement. The Borrower is also obligated to pay to the Agent, for the ratable benefit of Lenders, an origination fee, Prepayment Fee, unused facility fee, collateral monitoring fee and Lender Expenses.  
v3.25.2
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELLABLE LEASES (Details)
Mar. 31, 2025
USD ($)
Leases  
2026 $ 650,195
2027 564,681
2028 360,055
2029 242,595
Total Lease Payments 1,817,526
Less: Amount Representing Interest (261,742)
Present value of lease liabilities $ 1,555,784
v3.25.2
LEASES (Details Narrative) - USD ($)
 12 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Mar. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Right use of asset $ 1,466,026 $ 2,000,093  
Consolidated lease expense 656,674 663,826 $ 881,171
Operating lease expense 653,420 642,105 861,777
Other lease associated expenses $ 3,255 $ 21,722 $ 19,394
Weighted average remaining lease term 3 years 1 month 6 days 4 years  
Weighted average discount rate for operating leases 10.00% 10.00%  
Scottsdale Lease [Member]      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Right use of asset   $ 738,459  
Marietta Lease [Member]      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Right use of asset   $ 38,185  
v3.25.2
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
 1 Months Ended 12 Months Ended
Jun. 30, 2020
Mar. 31, 2025
Mar. 31, 2024
Mar. 31, 2023
Jul. 26, 2024
Jul. 12, 2024
Nov. 30, 2020
Related Party Transaction [Line Items]              
Debt interest rate         5.00%    
Related Party [Member]              
Related Party Transaction [Line Items]              
Accounts receivable   $ 201,646 $ 201,646        
Larson Building [Member]              
Related Party Transaction [Line Items]              
Payment of note payable related party       $ 14,584,805      
Undisclosed payment from vendor   $ 814,863          
Settlement Agreement [Member]              
Related Party Transaction [Line Items]              
Debt description   In June 2020, in connection with the settlement of disputes related to the Company’s acquisition of the casing division of Jagemann Stamping Company (“JSC”), the Company issued to JSC (i) a $5,803,800 promissory note (“Note A”) and (ii) a $2,635,797 promissory note (“Note B”). From March 2019 through March 16, 2021, JSC was a related party due to its ownership of greater than 5% of the Company’s outstanding Common Stock. In November 2020, the Company made a payment to JSC resulting in full repayment of Note A and partial repayment of Note B, following which the Company issued an amended Note B with a starting principal balance of $1,687,664 (“Amended Note B”). The Amended Note B principal balance carried a 9% per annum interest rate and was amortized equally over the thirty-six (36) month term.          
Triton Settlement Agreement [Member]              
Related Party Transaction [Line Items]              
Settlement contingency   $ 4,800,000          
Note B [Member] | Settlement Agreement [Member]              
Related Party Transaction [Line Items]              
Payment of note payable related party $ 2,635,797            
Amended Note B [Member]              
Related Party Transaction [Line Items]              
Notes payable related party       180,850      
Interest expenses     $ 1,788 $ 48,665      
Amended Note B [Member] | Settlement Agreement [Member]              
Related Party Transaction [Line Items]              
Debt interest rate             9.00%
Amended Note B [Member] | Settlement Agreement [Member] | Related Party [Member]              
Related Party Transaction [Line Items]              
Notes payable related party             $ 1,687,664
Note A [Member] | Settlement Agreement [Member]              
Related Party Transaction [Line Items]              
Payment of note payable related party $ 5,803,800            
Advisory Committee [Member]              
Related Party Transaction [Line Items]              
Shares for service     25,000 45,000      
Service paid     $ 43,240 $ 245,250      
Northern Trust [Member]              
Related Party Transaction [Line Items]              
Letter of credit         $ 1,600,000 $ 1,600,000  
v3.25.2
CONSTRUCTION NOTE PAYABLE (Details Narrative)
 12 Months Ended
Oct. 14, 2021
USD ($)
ft²
Mar. 31, 2025
USD ($)
Mar. 31, 2024
USD ($)
Jul. 26, 2024
Mar. 31, 2023
USD ($)
Mar. 31, 2022
USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]            
Debt interest rate       5.00%    
Debt instrument principal payment   $ 240,937 $ 257,425      
Restricted cash     $ 500,000
Hiawatha National Bank [Member] | Promissory Note [Member]            
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]            
Debt interest rate 4.50%          
Debt maturity date Oct. 14, 2026          
Debt periodic payment $ 64,620          
Hiawatha National Bank [Member] | Maximum [Member] | Promissory Note [Member]            
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]            
Debt face amount 11,625,000          
Construction Loan Agreement [Member] | Hiawatha National Bank [Member]            
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]            
Debt face amount $ 329,843          
Area of land | ft² 185,000          
Prepayment premium of note amount, percentage 1.00%          
Debt default, description The Hiawatha Loan Agreement contains customary events of default including, but not limited to, a failure to make any payments pursuant to the Hiawatha Loan Agreement or Hiawatha Note, a failure to complete construction of the project, a lien of $100,000 or more against the property, or a transfer of the property without Hiawatha’s consent. Upon the occurrence of an event of default, among other remedies, the amounts due pursuant to the Construction Loan can be accelerated, Hiawatha can foreclose on the property pursuant to the mortgage, and a late charge of 5% of the amount due will be owed with all amounts then owed pursuant to the Hiawatha Note bearing interest at an increased rate          
Debt instrument, covenant description   We are required to maintain a debt service coverage ratio, as defined in the terms of the Hiawatha Loan Agreement, of not less than 1.25 to 1.00 for the period defined below and continuing to and including the maturity date.        
Construction Loan Agreement [Member] | Hiawatha National Bank [Member] | Maximum [Member]            
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]            
Debt face amount $ 11,625,000          
Debt covenant ratio 1.25          
Construction Loan Agreement [Member] | Hiawatha National Bank [Member] | Minimum [Member]            
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]            
Debt covenant ratio 1          
v3.25.2
CAPITAL STOCK (Details Narrative) - USD ($)
 1 Months Ended 3 Months Ended 12 Months Ended
Jul. 14, 2023
Oct. 31, 2017
Sep. 30, 2023
Mar. 31, 2025
Mar. 31, 2024
Mar. 31, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]            
Common stock, shares authorized       200,000,000 200,000,000  
Common stock, par value       $ 0.001 $ 0.001  
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross       400,000    
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares 100,000   300,000      
Expenses related to options       $ 123,935 $ 430,457  
Unvested stock options       125,000 225,000  
Unvested stock options, grant date fair value       $ 1.5 $ 1.5  
Stock Option Activity [Member]            
Accumulated Other Comprehensive Income (Loss) [Line Items]            
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross       0 400,000  
Unrecognized compensation expense related to unvested stock options       $ 48,728    
Unrecognized compensation expense recognized over a weighted average vesting period       1 year 3 months    
Stock Award Activity [Member]            
Accumulated Other Comprehensive Income (Loss) [Line Items]            
Unrecognized compensation expense related to unvested stock options       $ 481,817 $ 4,510,650  
Unrecognized compensation expense recognized over a weighted average vesting period       11 months 26 days 2 years 4 months 28 days  
Share-Based Payment Arrangement, Tranche One [Member]            
Accumulated Other Comprehensive Income (Loss) [Line Items]            
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares     25,000      
2017 Equity Incentive Plan [Member]            
Accumulated Other Comprehensive Income (Loss) [Line Items]            
Number of common stock shares issued   9,000,000        
Shares available to be issued       2,093,801    
2017 Equity Incentive Plan [Member] | October 2020 [Member]            
Accumulated Other Comprehensive Income (Loss) [Line Items]            
Increase in issuance of equity-based instruments   4,515,000        
2017 Equity Incentive Plan [Member] | March 2023 [Member]            
Accumulated Other Comprehensive Income (Loss) [Line Items]            
Increase in issuance of equity-based instruments   1,000,000        
2017 Equity Incentive Plan [Member] | February 2024 [Member]            
Accumulated Other Comprehensive Income (Loss) [Line Items]            
Increase in issuance of equity-based instruments   3,000,000        
Common Stock [Member] | 2017 Equity Incentive Plan [Member]            
Accumulated Other Comprehensive Income (Loss) [Line Items]            
Number of common stock shares issued   485,000        
Warrant [Member]            
Accumulated Other Comprehensive Income (Loss) [Line Items]            
Shares issued cashless exercise of warrants           99,762
Cashless exercise of warrants           100,000
Warrants outstanding       1,721,256    
Issuance of warrants, description       Each warrant provides the holder the right to purchase up to one share of our Common Stock at a predetermined exercise price. The outstanding warrants consist of (1) warrants to purchase 100,000 shares of Common Stock at an exercise price of $0.01 per share until December 2026; (2) warrants to purchase 911 shares of Common Stock at an exercise price of $1.65 per share until April 2025; (3) warrants to purchase 59,034 shares of our Common Stock at an exercise price of $2.00 per share until October 2025; (4) warrants to purchase 675,000 shares of our Common Stock at an exercise price of $2.00 per share until February 2026; (5) warrants to purchase 500,000 shares of Common Stock at an exercise price of $2.00 per share until December 2025; and (6) warrants to purchase 386,311 shares of Common Stock at an exercise price of $2.63 until November 2025.    
Warrant One [Member]            
Accumulated Other Comprehensive Income (Loss) [Line Items]            
Warrants issued to purchase common stock       100,000    
Warrants exercise price       $ 0.01    
Warrant Two [Member] | Until April 2025 [Member]            
Accumulated Other Comprehensive Income (Loss) [Line Items]            
Warrants issued to purchase common stock       911    
Warrants exercise price       $ 1.65    
Warrant Three [Member] | Until October 2025 [Member]            
Accumulated Other Comprehensive Income (Loss) [Line Items]            
Warrants issued to purchase common stock       59,034    
Warrants exercise price       $ 2    
Warrant Four [Member] | Until February 2026 [Member]            
Accumulated Other Comprehensive Income (Loss) [Line Items]            
Warrants issued to purchase common stock       675,000    
Warrants exercise price       $ 2    
Warrant Five [Member] | Until December 2025 [Member]            
Accumulated Other Comprehensive Income (Loss) [Line Items]            
Warrants issued to purchase common stock       500,000    
Warrants exercise price       $ 2    
Warrant Six [Member] | Until November 2025 [Member]            
Accumulated Other Comprehensive Income (Loss) [Line Items]            
Warrants issued to purchase common stock       386,311    
Warrants exercise price       $ 2.63    
Investors [Member] | Warrant [Member]            
Accumulated Other Comprehensive Income (Loss) [Line Items]            
Stock issued during period shares warrants exercised, shares       0 31,750 200,003
Stock issued during period value warrants exercised, value         $ 76,200 $ 101,506
v3.25.2
SCHEDULE OF OUTSTANDING AND EXERCISABLE STOCK PURCHASE WARRANTS (Details) - Warrant [Member] - $ / shares
 12 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Number of shares, outstanding beginning 1,808,830 2,560,946
Number of shares, granted 0 0
Number of shares, exercised 0 (31,750)
Number of shares, forfeited or cancelled (87,574) (720,366)
Number of shares, outstanding ending 1,721,256 1,808,830
Number of shares, exercisable 1,721,256 1,808,830
Weighted average exercise price, outstanding beginning $ 2.16 $ 2.46
Weighted average exercise price, granted 0 0
Weighted average exercise price, exercised 0 2.4
Weighted average exercise price, forfeited or cancelled 2.35 3.19
Weighted average exercise price, outstanding ending 2.03 2.16
Weighted average exercise price, exercisable $ 2.03 $ 2.16
Weighted average life remaining years, outstanding beginning 1 year 1 month 2 days 1 year 7 months 2 days
Weighted average life remaining years, outstanding ending 10 months 2 days 1 year 1 month 2 days
Weighted average life remaining years, exercisable 10 months 2 days 1 year 1 month 2 days
v3.25.2
SCHEDULE OF SHARE BASED COMPENSATION ARRANGEMENTS (Details)
 12 Months Ended
Mar. 31, 2025
$ / shares
shares
Equity [Abstract]  
Number of options | shares 400,000
Vesting period 3 years
Grant price (per share) $ 2.08
Expected dividend yields
Expected volatility 83.50%
Risk-free interest rates 4.13%
Expected lives 5 years 9 months
Weighted average fair value per share $ 1.5
v3.25.2
SUMMARY OF STOCK OPTION ACTIVITY (Details) - $ / shares
 12 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Number of shares, granted 400,000  
Weighted average grant date fair value, granted $ 1.5  
Stock Option Activity [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Number of shares, outstanding beginning 400,000 0
Number of shares, granted 0 400,000
Number of shares, exercised 0 0
Number of shares, forfeited or cancelled 0 0
Number of shares, outstanding ending 400,000 400,000
Weighted average exercise price, outstanding beginning $ 2.08 $ 0
Weighted average exercise price, granted 0 2.08
Weighted average exercise price, exercised 0 0
Weighted average exercise price, forfeited or cancelled 0 0
Weighted average exercise price, outstanding ending 2.08 2.08
Weighted average grant date fair value, granted   1.5
Weighted average grant date value, outstanding ending $ 1.5 $ 1.5
Weighted average remaining life in years, granted   10 years
Weighted average life remaining years, outstanding 8 years 3 months 25 days 9 years 3 months 25 days
v3.25.2
SUMMARY OF STOCK AWARD ACTIVITY (Details) - Stock Awards - $ / shares
 12 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Number of shares, outstanding beginning 1,540,525 2,204,659
Number of shares, granted 510,000 2,579,901
Number of shares, vested (1,585,329) (1,371,849)
Number of shares, forfeited (250,000) (1,872,186)
Number of shares, outstanding ending 215,196 1,540,525
Weighted-average grant-date fair value per share, outstanding beginning $ 2.93 $ 3.68
Weighted average grant date fair value, granted 1.77 2.22
Weighted average grant date fair value, vested 2.74 2.94
Weighted average grant date fair value, forfeited 2.32 2.82
Weighted-average grant-date fair value per share, outstanding ending $ 2.24 $ 2.93
v3.25.2
PREFERRED STOCK (Details Narrative) - USD ($)
 12 Months Ended
May 18, 2021
Mar. 31, 2025
Mar. 31, 2024
Mar. 31, 2023
Class of Stock [Line Items]        
Dividend rate   8.75% 8.75%  
Accumulated preferred dividends   $ 552,951 $ 144,618 $ 144,618
Series A Preferred Stock [Member]        
Class of Stock [Line Items]        
Preferred Stock share price $ 25      
Dividend rate 8.75%      
Preferred stock dividend rate per annum $ 2.1875      
Dividend payment terms payable quarterly in arrears on March 15, June 15, September 15, and December 15.      
Accumulated preferred dividends   $ 136,111 $ 144,618  
v3.25.2
SUMMARY OF DIVIDENDS PAID ON SERIES A PREFERRED STOCK (Details) - Series A Preferred Stock [Member] - USD ($)
Feb. 06, 2025
Nov. 15, 2024
Aug. 15, 2024
May 15, 2024
Feb. 06, 2024
Nov. 15, 2023
Aug. 15, 2023
May 15, 2023
May 18, 2021
Dividends Payable [Line Items]                  
Dividend Period                 payable quarterly in arrears on March 15, June 15, September 15, and December 15.
O 2025 Q1 Dividends [Member]                  
Dividends Payable [Line Items]                  
Dividend Declaration Date       May 15, 2024          
Record Date       May 31, 2024          
Dividend Period       March 15, 2024 - June 14, 2024          
Dividend Payment Date       Jun. 17, 2024          
Dividend Amount       $ 782,634          
Per Share Amount       $ 0.55902778          
O 2025 Q2 Dividends [Member]                  
Dividends Payable [Line Items]                  
Dividend Declaration Date     Aug. 15, 2024            
Record Date     Aug. 31, 2024            
Dividend Period     June 15, 2024 - September 14, 2024            
Dividend Payment Date     Sep. 15, 2024            
Dividend Amount     $ 782,639            
Per Share Amount     $ 0.55902778            
O 2025 Q3 Dividends [Member]                  
Dividends Payable [Line Items]                  
Dividend Declaration Date   Nov. 15, 2024              
Record Date   Nov. 30, 2024              
Dividend Period   September 15, 2024 - December 14, 2024              
Dividend Payment Date   Dec. 15, 2024              
Dividend Amount   $ 782,639              
Per Share Amount   $ 0.55902778              
O 2025 Q4 Dividends [Member]                  
Dividends Payable [Line Items]                  
Dividend Declaration Date Feb. 06, 2025                
Record Date Feb. 28, 2025                
Dividend Period December 15, 2024 - March 14, 2025                
Dividend Payment Date Mar. 15, 2025                
Dividend Amount $ 765,625                
Per Share Amount $ 0.546875                
O 2024 Q1 Dividends [Member]                  
Dividends Payable [Line Items]                  
Dividend Declaration Date               May 15, 2023  
Record Date               May 31, 2023  
Dividend Period               March 15, 2023 - June 14, 2023  
Dividend Payment Date               Jun. 15, 2023  
Dividend Amount               $ 782,639  
Per Share Amount               $ 0.55902778  
O 2024 Q2 Dividends [Member]                  
Dividends Payable [Line Items]                  
Dividend Declaration Date             Aug. 15, 2023    
Record Date             Aug. 31, 2023    
Dividend Period             June 15, 2023 - September 14, 2023    
Dividend Payment Date             Sep. 15, 2023    
Dividend Amount             $ 782,639    
Per Share Amount             $ 0.55902778    
O 2024 Q3 Dividends [Member]                  
Dividends Payable [Line Items]                  
Dividend Declaration Date           Nov. 15, 2023      
Record Date           Nov. 30, 2023      
Dividend Period           September 15, 2023 - December 14, 2023      
Dividend Payment Date           Dec. 15, 2023      
Dividend Amount           $ 774,132      
Per Share Amount           $ 0.5529514      
O 2024 Q4 Dividends [Member]                  
Dividends Payable [Line Items]                  
Dividend Declaration Date         Feb. 06, 2024        
Record Date         Feb. 29, 2024        
Dividend Period         December 15, 2023 - March 14, 2024        
Dividend Payment Date         Mar. 15, 2024        
Dividend Amount         $ 774,132        
Per Share Amount         $ 0.5529514        
v3.25.2
SCHEDULE OF INCOME TAX PROVISION BENEFIT (Details) - USD ($)
 12 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Mar. 31, 2023
Income Tax Disclosure [Abstract]      
US Federal
US State
Total current provision
US Federal (5,601,975) (718,757) (1,152,032)
US State (1,556,266) (229,535) (195,023)
Total deferred benefit (7,158,241) (948,292) (1,347,055)
Change in valuation allowance 13,444,546    
Income tax (provision) benefit $ 6,286,305 $ (948,292) $ (1,347,055)
v3.25.2
SCHEDULE OF RECONCILIATION OF INCOME TAX (Details)
 12 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Mar. 31, 2023
Income Tax Disclosure [Abstract]      
U.S. Federal 21.00% 21.00% 21.00%
State taxes, net of federal income tax benefit 5.50% 5.60% 6.00%
Change in valuation allowance (11.50%) 0.00% 0.00%
Employee stock awards 0.10% (7.40%) (33.30%)
Equity issuance costs 0.00% 0.00% 0.00%
Stock and warrants on note conversion 0.00% 0.00% (1.90%)
Stock for services 0.00% 0.00% 0.00%
Non-deductible meals and entertainment 0.00% (0.10%) (0.40%)
Contingent consideration fair value 0.00% 0.10% 0.20%
Return to provision 0.00% 0.00% 0.00%
Other 0.00% (0.40%) (0.30%)
Total provision for income taxes 15.20% 18.70% (8.80%)
v3.25.2
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($)
Mar. 31, 2025
Mar. 31, 2024
Income Tax Disclosure [Abstract]    
Net operating loss carryforward $ 16,557,351 $ 5,229,409
Loss on purchase 2,213,969 2,215,611
Impairment - Ammunition segment 12,398,990  
Inventory capitalization - Section 263A 472,665 1,001,457
Bad debt allowance 1,045,220 973,565
Legal reserve settlement 7,978,747 0
Non qualified stock compensation expense 1,154,090 0
Other timing differences 481,036 297,195
Total deferred tax assets 42,302,068 9,717,237
Depreciation expense (3,523,690) (3,580,271)
Change in estimate and accounting method (699,392) (699,910)
Amortization - intangible assets (2,114,232) (1,029,565)
Total deferred tax liabilities (6,337,314) (5,309,746)
Net deferred tax asset 35,964,754 4,407,491
Valuation allowance (35,964,754) 0
Net deferred tax asset $ 0 $ 4,407,491
v3.25.2
INCOME TAXES (Details Narrative) - USD ($)
$ in Millions
 12 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Mar. 31, 2023
Mar. 31, 2022
Income Tax Disclosure [Abstract]        
Effective income tax percentage 15.20% 18.70% (8.80%)  
Accumulated net operating losses     $ 32.3 $ 61.5
Operating loss carryforwards valuation allowance $ 36.0   $ 9.4  
Additional income tax payable 1.6 $ 1.6    
Accrued penalties and interest $ 0.3 $ 0.3    
v3.25.2
SCHEDULE OF OTHER INTANGIBLE ASSETS (Details) - USD ($)
Mar. 31, 2025
Mar. 31, 2024
Finite-Lived Intangible Assets [Line Items]    
Gross Intangibles Assets $ 146,367,380 $ 146,367,380
Accumulated amortization (47,475,613) (35,354,179)
Net Intangible Assets $ 98,891,767 111,013,201
Trade Names [Member]    
Finite-Lived Intangible Assets [Line Items]    
Licensing agreement, life 15 years  
Gross Intangibles Assets $ 76,532,389 76,532,389
Customer List [Member]    
Finite-Lived Intangible Assets [Line Items]    
Licensing agreement, life 10 years  
Gross Intangibles Assets $ 65,252,802 65,252,802
Intellectual Property [Member]    
Finite-Lived Intangible Assets [Line Items]    
Licensing agreement, life 10 years  
Gross Intangibles Assets $ 4,224,442 4,224,442
Other Intangible Assets [Member]    
Finite-Lived Intangible Assets [Line Items]    
Licensing agreement, life 5 years  
Gross Intangibles Assets $ 357,747 357,747
Net Intangible Assets $ 98,891,767 $ 111,013,201
v3.25.2
SCHEDULE OF ANNUAL AMORTIZATION OF INTANGIBLE ASSET (Details) - USD ($)
Mar. 31, 2025
Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]    
2026 $ 12,121,433  
2027 12,055,846  
2028 12,049,884  
2029 12,049,884  
2030 12,049,884  
Thereafter 38,564,836  
Annual amortization of intangible assets $ 98,891,767 $ 111,013,201
v3.25.2
INTANGIBLE ASSETS (Details Narrative) - USD ($)
 12 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]      
Amortization of intangible assets $ 12,121,433 $ 12,167,266 $ 12,700,436
Loss on disposal of intangible assets   $ (108,333)  
v3.25.2
SEGMENTS (Details Narrative) - Segment
 12 Months Ended
Mar. 31, 2025
Mar. 31, 2021
Segment Reporting [Abstract]    
Number of operating segments   2
Segment Reporting, CODM, Individual Title and Position or Group Name [Extensible Enumeration] srt:ChiefExecutiveOfficerMember  
Segment Reporting, CODM, Profit (Loss) Measure, How Used, Description The CODM assesses the performance of the Company and decides how to allocate resources based on consolidated earnings before interest expense, income taxes, depreciation and amortization ("EBITDA"). The CODM uses consolidated EBITDA to analyze how profitable the business is, including reviewing in comparison to budget an in comparison to the prior year performance when making decisions on allocating capital and resources. Significant expense categories regularly provided to and reviewed by the CODM are those presented in the consolidated statement of operations.Our CODM does not use asset book values in assessing performance or allocating resources for our operating segments and therefore this information is not disclosed.  
v3.25.2
SCHEDULE OF CONSOLIDATED EBITDA FOR REPORTABLE SEGMENT (Details) - USD ($)
 12 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Mar. 31, 2023
Revenue from External Customer [Line Items]      
Net revenues $ 49,401,547 $ 53,942,076 $ 63,149,673
Cost of Revenues 6,468,031 7,660,541 9,116,939
Selling and marketing 610,926 190,420 2,187,466
Corporate and administrative 70,594,542 23,436,308 18,965,699
Employee salaries and related expenses 17,851,628 16,063,506 17,811,873
Consolidated EBITDA (46,123,580) 6,591,301 15,067,696
Adjustments and reconciling items:      
Depreciation and amortization (13,589,698) (13,034,306) (12,700,436)
Other income/(expense) 860,293 (174,447) (13,868)
Interest expense (82,173) 318,984 (77,806)
(Provision)/benefit for income taxes (6,286,305) 948,292 1,347,055
Net income/(loss) from continuing operations $ (65,221,463) $ (5,350,176) $ 3,622,641
v3.25.2
SUBSEQUENT EVENTS (Details Narrative) - USD ($)
 3 Months Ended 12 Months Ended
May 30, 2025
Apr. 18, 2025
Apr. 08, 2025
Jun. 24, 2024
Jun. 30, 2025
Mar. 31, 2025
Mar. 31, 2023
Aug. 08, 2024
Jul. 26, 2024
Subsequent Event [Line Items]                  
Debt interest rate                 5.00%
Warrants issued             $ 427,639    
Common Stock [Member]                  
Subsequent Event [Line Items]                  
Warrants issued                
Settlement Agreement [Member]                  
Subsequent Event [Line Items]                  
Escrow deposit               $ 8,000,000  
Settlement amount       $ 8,000,000          
Subsequent Event [Member]                  
Subsequent Event [Line Items]                  
Warrants issued to purchase common stock 13,000,000                
Warrants exercise price $ 1                
Warrant term 5 years                
Subsequent Event [Member] | Restated Revolving Line Promissory Note [Member] | Sunflower Bank, NA [Member] | Loan Amendment [Member]                  
Subsequent Event [Line Items]                  
Line of credit   $ 5,000,000              
Line of credit available   100.00%              
Subsequent Event [Member] | Asset Purchase Agreement [Member]                  
Subsequent Event [Line Items]                  
Gain on sale of asset   $ 1,300,000              
Subsequent Event [Member] | Settlement Agreement [Member]                  
Subsequent Event [Line Items]                  
Warrants issued to purchase common stock 7,000,000                
Warrants exercise price $ 1.81                
Warrant term 5 years                
Percentage of issuable shares transfer under the warrant 25.00%                
Standstill period 3 years                
Fred W. Wagenhals [Member] | Subsequent Event [Member] | Separation Agreements [Member]                  
Subsequent Event [Line Items]                  
Seperation Compensation amount     $ 700,000            
Lump sum payment amount equal to nine months annual base salary     300,000            
Lump sum payment amount equal to twelve months annual base salary     $ 400,000            
Jared Smith [Member] | Subsequent Event [Member] | Separation Agreements [Member]                  
Subsequent Event [Line Items]                  
Seperation Compensation amount $ 625,000                
Percentage of nonqualified stock options and shares of common stock permitted permitted to retain 100.00%                
Urvan [Member] | Note 1 [Member]                  
Subsequent Event [Line Items]                  
Debt instrument, payment terms           The Company has the right to prepay, prior to the Note 1 Maturity Date, all or any part of the principal or interest of Note 1 without penalty. In addition, the holder may not request early repayment of Note 1 prior to May 30, 2027.      
Debt instrument, maturity date, description           The unpaid principal balance of Note 1 and all accrued and unpaid interest thereon is due on the 12th anniversary of the Settlement Effective Date (the “Note 1 Maturity Date”).      
Urvan [Member] | Note 2 [Member]                  
Subsequent Event [Line Items]                  
Debt instrument, payment terms           The Company has the right to prepay, prior to the Note 2 Maturity Date, all or any part of the principal or interest of Note 2 without penalty. In addition, the holder may not request early repayment of Note 2 prior to May 30, 2027.      
Debt instrument, maturity date, description           The unpaid principal balance of Note 2 and all accrued and unpaid interest thereon is due on the 10th anniversary of the Effective Date (the “Note 2 Maturity Date”)      
Urvan [Member] | Subsequent Event [Member] | Note 1 [Member]                  
Subsequent Event [Line Items]                  
Debt face amount $ 12,000,000                
Debt interest rate 6.50%                
Debt instrument, interest rate, increase (decrease) 2.00%                
Annual prepayments $ 1,000,000                
Urvan [Member] | Subsequent Event [Member] | Note 2 [Member]                  
Subsequent Event [Line Items]                  
Debt instrument, interest rate, increase (decrease) 2.00%                
Annual prepayments $ 1,950,000                
Urvan [Member] | Subsequent Event [Member] | Notes [Member]                  
Subsequent Event [Line Items]                  
Debt face amount $ 39,000,000                
Forecast [Member]                  
Subsequent Event [Line Items]                  
Warrants issued         $ 7,094,926        
Forecast [Member] | Note 1 [Member]                  
Subsequent Event [Line Items]                  
Unsecured debt         9,866,679        
Forecast [Member] | Note 2 [Member]                  
Subsequent Event [Line Items]                  
Unsecured debt         $ 12,105,624