10-Q/A: Royalty Management Holding Corporation Files Amended 10-Q After Restating Financials
Quarterly Report
Royalty Management Holding Corporation has filed an amended quarterly report on Form 10-Q for the period ended March 31, 2024, restating certain financial information.
Summary
- Royalty Management Holding Corporation filed an amended 10-Q for the quarter ended March 31, 2024, to restate previously issued financial statements.
- The company's business model involves investing in assets with near and medium-term income potential, including natural resources, patents, and emerging technologies.
- Total revenue for the quarter was $162,100, compared to $134,904 in the same period last year, primarily due to increased environmental services volume.
- The company reported a net income of $153,756 for the quarter, a significant improvement from a net loss of $280,660 in the same period last year.
- Operating expenses decreased to $145,610 from $208,774 year-over-year, mainly due to lower professional fees.
- The company's cash and cash equivalents totaled $124,823 as of March 31, 2024.
- The company has investments in corporations and LLCs totaling $10,231,763, including FUB Mineral LLC and Ferrox Holdings Ltd.
- Convertible notes receivable amounted to $1,415,000, including investments in Heart Water Inc., Ferrox Holdings Ltd, and Advanced Magnetic Lab, Inc.
- Notes receivable totaled $255,267, including amounts from McCoy Elkhorn Coal LLC, American Resources Corporation, and T.R. Mining & Equipment Ltd.
- Intangible assets, net of accumulated amortization, were valued at $1,890,534.
- The company has operating lease right-of-use assets, net of accumulated amortization, valued at $379,352.
- Total liabilities were $3,527,242, and total stockholders' equity was $11,617,636.
- The company has 14,504,095 shares of common stock issued and outstanding as of March 31, 2024.
Sentiment
Score: 6
Explanation: The sentiment is moderately positive due to the company's improved financial performance, but concerns remain about the restatement, low cash position, and high liabilities. The company's future success is dependent on its ability to raise additional capital and manage its risks effectively.
Positives
- The company achieved a net income of $153,756 for the quarter, a significant improvement from the net loss in the same period last year.
- Revenue increased year-over-year, driven by higher environmental services volume.
- Operating expenses decreased due to lower professional fees.
- The company has a diverse portfolio of investments in corporations and LLCs, convertible notes, and notes receivable.
- The company has a significant amount of intangible assets.
Negatives
- The company had to restate its financial statements for the quarter ended March 31, 2024.
- The company's cash and cash equivalents are relatively low at $124,823.
- The company has a significant amount of liabilities at $3,527,242.
- The company has a history of losses, although this quarter showed a profit.
Risks
- The company's financial results may fluctuate due to the recurring fair value measurement of warrants.
- The company's ability to raise additional funds depends on financial, economic, and other factors, many of which are beyond its control.
- The company's stock is thinly traded, which may impact its ability to raise additional equity capital.
- The company's acquisition strategy and interest expense may require additional sources of financing.
- The company's disclosure controls and procedures were deemed not effective due to an insufficient number of staff performing accounting and reporting functions.
Future Outlook
The company's future performance is subject to various risks and uncertainties, including its ability to raise additional capital and the impact of market conditions. The company intends to focus on companies in the land holdings and resources industry in the United States.
Management Comments
- Management believes the ultimate resolution of matters will not have a material adverse impact on the Company's business or financial position.
- Management does not expect that its disclosure controls and procedures will prevent all error and all fraud.
- Management believes that the financial statements and other information presented herewith are materially correct.
Industry Context
The company operates in the land holdings and resources industry, which is subject to various economic and regulatory factors. The company's focus on natural resources assets, patents, and emerging technologies aligns with current industry trends.
Comparison to Industry Standards
- It is difficult to make a direct comparison to industry standards due to the unique nature of Royalty Management Holding Corporation's business model, which involves a mix of royalty, investment, and environmental services.
- The company's performance should be compared to other small-cap companies in the natural resources and technology sectors, but specific comparables are not provided in the document.
- The company's revenue growth and profitability improvement are positive signs, but its relatively low cash position and high liabilities are areas of concern.
- The company's reliance on related party transactions and the complexity of its financial instruments make it difficult to benchmark against standard industry metrics.
Related Party Transactions
- The company has various related party transactions, including leases, agreements, and financing arrangements with Land Resources & Royalties LLC, Wabash Enterprises LLC, Land Betterment Corporation, American Resources Corporation, First Frontier Capital LLC, and T.R. Mining & Equipment Ltd.
Stakeholder Impact
- Shareholders may be impacted by the restatement of financial statements and the potential for dilution from future equity issuances.
- Employees may be impacted by the company's financial performance and its ability to fund operations.
- Customers and suppliers may be impacted by the company's ability to execute its business plan and maintain its operations.
- Creditors may be impacted by the company's ability to repay its debts.
Next Steps
- The company will continue to execute its business plan, focusing on investments in assets with near and medium-term income potential.
- The company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration of the Class A common stock issuable upon exercise of the warrants.
- The company may purchase up to $2,000,000 of its Class A common stock over the next 24 months, as market conditions warrant.
Key Dates
| Date | Description |
|---|---|
| 2021-01-20 | American Acquisition Opportunity Inc. was organized. |
| 2021-03-22 | Sponsor agreed to loan the Company up to $800,000. |
| 2022-02-01 | Company invested an additional $200,000 into FUB Mineral LLC. |
| 2022-03-01 | Company made a series of investments into convertible debt of Ferrox Holdings Ltd. |
| 2022-04-01 | Company purchased the rights to receive rental income from property located in Pike County, Kentucky. |
| 2022-04-15 | Company entered into a purchase agreement with ENCECo, Inc. for Coking Coal Leasing LLC. |
| 2022-05-20 | Company entered into an agreement to fund the development of a series of coal mines located in Pike County, Kentucky. |
| 2022-06-30 | There is no market for the LBX Token and therefore the purchase price of $8 per token has been assigned for fair value. |
| 2022-07-31 | Company purchased certain payments that are owed to Texas Tech University from American Resources Corporation. |
| 2022-08-17 | Company formed RMC Environmental Services LLC. |
| 2022-12-02 | Company advanced $100,000 to Heart Water Inc. |
| 2022-12-21 | Advanced Magnetic Lab, Inc. issued a Convertible Promissory Note to the Company. |
| 2022-12-23 | Company entered into an agreement with Maxpro Invest Holdings Inc. to purchase shares of Ferrox Holdings Ltd. |
| 2023-01-01 | White River Holdings Consultant Note Payable and T Sauve Note Payable created. |
| 2023-02-21 | Additional Convertible Promissory Notes were issued by AML to the Company. |
| 2023-03-20 | Additional Convertible Promissory Notes were issued by AML to the Company. |
| 2023-05-05 | Additional Convertible Promissory Notes were issued by AML to the Company. |
| 2023-10-23 | American Acquisition Opportunity Inc. effectuated its combination with Royalty Management Corporation and changed its name to Royalty Management Holding Corporation. |
| 2023-10-31 | Business Combination completed, Wabash Enterprises LLC and LRR became an owner of Class A Common Stock of the Company. |
| 2024-01-01 | Rent was lowered to $1,500 per month for the office subleased from American Resources Corporation. |
| 2024-01-01 | T Sauve Note Payable and White River Holdings Consultant Note Payable created. |
| 2024-02-02 | Company invested $10,000 into T.R. Mining & Equipment Ltd. |
| 2024-02-29 | Company invested an additional $10,000 into T.R. Mining & Equipment Ltd. |
| 2024-03-20 | Additional Convertible Promissory Note issued by AML to the Company. |
| 2024-03-31 | End of the reporting period for the amended 10-Q. |
| 2024-04-04 | Company invested an additional $10,000 in the existing promissory note between the Company and T.R. Mining & Equipment Ltd. |
| 2024-04-13 | Company's board of directors unanimously voted to approve a discretionary stock repurchase program. |
| 2024-04-19 | Company issued a non-convertible promissory note to Westside Advisors in the amount of $15,000. |
| 2024-04-24 | 150,000 shares of restricted common stock were issued to KBB Asset Management LLC. |
| 2024-04-29 | 9,591 shares of common stock were purchased by the Company pursuant to the stock buyback program. |
| 2024-05-07 | Company invested an additional $10,000 in the existing promissory note between the Company and T.R. Mining & Equipment Ltd. |
| 2024-05-13 | 310,000 shares of restricted common stock were issued to KBB Asset Management LLC. |
| 2024-06-12 | Company invested an additional $10,000 in the existing promissory note between the Company and T.R. Mining & Equipment Ltd. |
| 2024-06-18 | Commercialization Agreement signed between Heliponix LLC (ANU) and eko Solutions LLC (eko). |
| 2024-08-30 | Company amended and restated its Certificate of Incorporation to designate 5,000,000 shares of the Preferred Stock as a newly-designed Series A Preferred Stock. |
| 2024-09-10 | Company entered into a royalty and unit purchase agreement and assignment agreement with eko Solutions LLC. |
| 2024-09-12 | Company entered into a Technology Development Services Agreement and a Royalty Agreement with ReElement Technologies Corporation. |
| 2024-10-16 | Former board member of RMC agreed to convert his $30,000 of accrued board compensation into 30,000 shares of the Series A Preferred Stock. |
| 2024-12-04 | Date of filing of the amended 10-Q. |
Keywords
financial statements, restatement, revenue, net income, operating expenses, investments, convertible notes, notes receivable, intangible assets, warrants, liquidity, mining, environmental services, royalties
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