UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

~~Form 10-Q~~

~~(Mark~~(Mark One)

x☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the quarterly period ended December 31, ~~2016~~

2020

o☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the transition period from _____________ to _____________

Commission file number:~~333-185046~~0-55402

Rocky Mountain Industrials, Inc. (formerly RMR Industrials, Inc.)

(~~Name~~Exact name of registrant as specified in its charter)

Nevada		46-0750094
(State or jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

4601 DTC Blvd., Suite 130

~~9301 Wilshire Blvd.~~Denver, ~~Suite 312~~

~~Beverly Hills, CA 90210~~CO80237

(Address of principal executive offices)

~~(310) 492-5010~~(720) 614-5213

(~~Registrant's~~Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yeso◻ Nox

⌧

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T ~~(ss.~~(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yesx◻ Noo

⌧

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


Large accelerated filero 		Accelerated filero 
Non-accelerated filero⌧		Smaller reporting companyx☒
Emerging growth company ☒

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso☐ Nox

⌧

As of ~~March 8, 2017,~~December 15, 2021, the registrant had 35,785,858 shares of Class A Common Stock, ~~and 1,114,290~~4,822,332 shares of Class B Common Stock outstanding and 118.5 shares of Preferred Stock outstanding.

Table of Contents

~~RMR~~ROCKY MOUNTAIN INDUSTRIALS, INC.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The statements contained in this Quarterly Report on Form 10-Q that are not historical facts are ~~"forward-looking~~“forward-looking statements."” Forward-looking statements may include our statements regarding our goals, beliefs, strategies, objectives, plan, including product and service developments, future financial conditions, results or projections or current expectations. Such forward-looking statements may be identified by, among other things, the use of forward-looking terminology such as ~~"believes," "estimates," "intends," "plan" "expects," "may," "will," "should," "predicts," "anticipates," "continues,"~~“believes,” “estimates,” “intends,” “plan” “expects,” “may,” “will,” “should,” “predicts,” “anticipates,” “continues,” or ~~"potential,"~~“potential,” or the negative thereof or other variations thereon or comparable terminology, and similar expressions are intended to identify forward-looking statements. We remind readers that forward-looking statements are merely predictions and therefore inherently subject to uncertainties and other factors and involve known and unknown risks that could cause the actual results, performance, levels of activity, or our achievements, or industry results, to be materially different from any future results, performance, levels of activity, ~~or our~~ achievements, or industry results, expressed or implied by such forward-looking statements. Such ~~forward-looking~~uncertainties and risks include those discussed in the “Risk Factors” and similar sections of our Annual Report on Form 10-K for the year ended March 31, 2020 and our other filings with the Securities and Exchange Commission, all of which are incorporated by reference herein. Forward-looking statements appear in Item 2 ~~- "Management's~~– “Management’s Discussion and Analysis of Financial Condition and Results of Operations,"” as well as elsewhere in this Quarterly Report.

Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated ~~events.~~

events except as otherwise required by law.

Unless otherwise specified or required by context, as used in this ~~Quarterly~~ Report, the terms ~~"we," "our," "us"~~“we,” “our,” “us” and the ~~"Company"~~“Company” refer collectively to Rocky Mountain Industrials, Inc., (“RMI”) formerly RMR, Industrials, Inc., and its ~~wholly-owned~~wholly/majority-owned subsidiaries, RMR Aggregates, Inc., RMR Logistics, Inc., ~~RMR Industrial Minerals, Inc.,~~ and ~~RMR Aggregates, Inc. The term "fiscal year" refers to our fiscal year ending March 31.~~Rail Land Company, LLC. Unless otherwise indicated, the term ~~"common stock"~~“common stock” refers to shares of our Class A Common Stock and Class B Common Stock.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles (U.S. GAAP).

Table of Contents

CAUTIONARY NOTE REGARDING EXPLORATION STAGE STATUS

~~RMR~~AND USE OF CERTAIN MINING TERMS

We are considered an “exploration stage” company under the U.S. Securities and Exchange Commission (“SEC”) Industry Guide 7, Description of Property by Issuers Engaged or to be Engaged in Significant Mining Operations (“Guide 7”), because we do not have reserves as defined under Guide 7. Reserves are defined in Guide 7 as that part of a mineral deposit which can be economically and legally extracted or produced at the time of the reserve determination. The establishment of reserves under Guide 7 requires, among other things, certain spacing of exploratory drill holes to establish the required continuity of mineralization and the completion of a detailed cost or feasibility study. Since we have no reserves as defined in Guide 7, we have not exited the exploration stage and continue to report our financial information as an exploration stage entity as required under relevant accounting principles. We will remain an exploration stage company under Guide 7 until such time as we demonstrate reserves in accordance with the criteria in Guide 7.

Since we have no reserves, we will expense all mine construction costs, even though these expenditures are expected to have a future economic benefit in excess of one year. We will also expense our reclamation and remediation costs at the time the obligation is incurred. Companies that have reserves and have exited the exploration stage typically capitalize these costs, and subsequently amortize them on a units-of-production basis as reserves are mined, with the resulting depletion charge allocated to inventory, and then to cost of sales as the inventory is sold. As a result of these and other differences, our financial statements will not be comparable to the financial statements of mining companies that have established reserves and have exited the exploration stage.

We use certain terms in this report such as “production,” “mining or processing activities,” and “mine construction.” Production means the estimated quantities (tonnage) delivered or shipped to our customers, which may result in disclosure of related limestone and dolomite sales. Mining or processing activities means the process of extracting limestone and dolomite from the earth and treating that material. Mine construction means work carried out to access areas in the mine containing limestone and dolomite, which principally includes road construction, ramp construction and ancillary activities. We use these terms in this report since we believe they are necessary and helpful for the reader to understand our business and operations. However, we caution you that we do not have reserves and therefore have not exited the exploration stage as defined in Guide 7, and our use of the terminology described above is not intended to indicate that we have established reserves or have exited the exploration stage for purposes of Guide 7. Furthermore, since we do not have reserves, we cannot provide any indication or assurance as to how long we will likely continue mining activities at our mine site or whether such activities will be profitable.

Table of Contents

ROCKY MOUNTAIN INDUSTRIALS, INC.

TABLE OF CONTENTS

~~PART I – FINANCIAL INFORMATION~~

~~ITEM 1.~~	~~FINANCIAL STATEMENTS~~	3
			PART I – FINANCIAL INFORMATION
~~ITEM 2.~~	~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~	4
ITEM 1.	FINANCIAL STATEMENTS
~~ITEM 3.~~	~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~	8

~~ITEM 4.~~	~~CONTROLS AND PROCEDURES~~	8

~~PART II OTHER INFORMATION~~

~~ITEM 1.~~	~~LEGAL PROCEEDINGS~~	8

~~ITEM 1A.~~	~~RISK FACTORS~~	8

~~ITEM 2.~~	~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~	8

~~ITEM 3.~~	~~DEFAULTS UPON SENIOR SECURITIES~~	9

~~ITEM 4.~~	~~MINE SAFETY DISCLOSURES~~	9

~~ITEM 5.~~	~~OTHER INFORMATION~~	9

~~ITEM 6.~~	~~EXHIBITS~~	9

~~PART I – FINANCIAL INFORMATION~~

~~Item 1. Financial Statements~~

~~RMR INDUSTRIALS, INC.~~

~~INDEX TO UNAUDITED FINANCIAL STATEMENTS~~

~~December 31, 2016~~

	~~Page(s)~~
~~Unaudited~~Condensed Consolidated Balance Sheets as of December 31, ~~2016~~2020 and March 31, ~~2016~~2020	~~F-1~~ 5

	~~Unaudited~~Condensed Consolidated Statements of Operations for the three and nine months ended December 31, ~~2016~~2020 and ~~2015~~2019	~~F-2~~ 6

	~~Unaudited~~Statement of Changes in Stockholder Equity for the nine months ended December 31, 2020 and 2019	7

	Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, ~~2016~~2020 and ~~2015~~2019	~~F-3~~ 9

	Notes to ~~Unaudited~~Condensed Consolidated Financial Statements	~~F-4~~ 10

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	20

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	22

ITEM 4.	CONTROLS AND PROCEDURES	22

PART II - OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	23

ITEM 1A.	RISK FACTORS	23

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	23

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	23

ITEM 4.	MINE SAFETY DISCLOSURES	23

ITEM 5.	OTHER INFORMATION	23

ITEM 6.	EXHIBITS	24

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

ROCKY MOUNTAIN INDUSTRIALS, INC.

~~RMR Industrials, Inc.~~

Condensed Consolidated Balance Sheets (Unaudited)

December 31, 2016
(Unaudited) March 31, 2016
ASSETS
Current assets
Cash $ 25,868 $ 356,287
Accounts receivable 54,188 -
Inventory 1,591 -
Prepaid expenses 4,699 -
Total current assets 86,346 356,287

Property, plant and equipment, less accumulated depreciation 3,524,512 -
Intangible assets, net 41,000 -
Deferred financing costs 66,800 -
Deposits 31,119 -
Other assets 10,000 7,500
Total assets $ 3,759,777 $ 363,787

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable $ 830,007 $ 531,491
Accounts payable, related party 2,118,233 1,368,233
Accrued liabilities 51,161 -
Accrued liabilities, related party 1,620,743 1,075,743
  Total current liabilities 4,620,144 2,975,467

Note payable, net of unamortized discount 1,376,446 -
   Equipment loan payable 528,699 -
   Capital lease payable 128,273 -
   Accrued reclamation liability 45,596 -
  Total liabilities 6,699,158 2,975,467

Stockholders' Deficit
  Preferred Stock, $0.001 par value, 50,000,000 shares authorized; none issued and outstanding - -
  Class A Common Stock, $0.001 par value; 2,000,000,000 shares authorized; 35,785,858 shares issued and outstanding 35,786 35,786
  Class B Common Stock, $0.001 par value; 100,000,000 shares authorized; 1,112,623 and 990,957 shares issued and outstanding on December 31, 2016 and March 31, 2016, respectively 1,113 991
Common stock subscribed (300,000 ) -
Additional paid-in capital 4,376,258 1,370,103
Accumulated deficit (7,159,859 ) (4,018,560 )
  Total RMR Industrials stockholders’ deficit (3,046,702 ) (2,611,680 )
  Non-controlling interest 107,321 -
Total stockholders’ deficit $ (2,939,381 ) $ (2,611,680 )
Total liabilities and stockholders’ deficit $ 3,759,777 $ 363,787


	December 31,		March 31,
	2020		2020
ASSETS
Current assets
Cash	$	792,412	$	57,240
Accounts receivable		21,018		80,180
Inventory		0		9,520
Prepaid expenses		131,564		388,953
Restricted cash		229,593		217,500
Assets held for sale		19,313		2,674,941
Total current assets		1,193,900		3,428,334

Property, plant, and equipment, net		2,739,451		2,973,221
Land under development		7,668,285		6,800,616
Right of use asset		311,135		519,754
Asset retirement obligation		77,199		62,195
Other intangibles, net		67,925		68,191
Deposits and other assets		83,601		56,785
Total assets	$	12,141,496	$	13,909,096

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	1,411,930	$	1,223,995
Accrued liabilities		885,569		1,064,633
Accrued liabilities, related party		1,655,000		1,210,000
Dividends payable		775,147		140,032
Debt due within one year		3,823,010		1,756,654
Liabilities held for sale		762,663		2,363,203
Total current liabilities		9,313,319		7,758,517

Debt due after one year		643,026		250,000
Preferred shares debt		0		200,001
Lease liability		311,135		519,754
Accrued reclamation liability		116,676		108,701
Total liabilities		10,384,156		8,836,973

Commitments and Contingencies

Stockholders’ Equity
Preferred Stock Series A-1, $0.001 par value, 50,000,000 shares authorized: 48.27 and 43.27 shares issued and outstanding on December 30, 2020 and March 31, 2020, respectively		4,827,000		4,327,000
Preferred Stock Series A-2, $0.001 par value, 50,000,000 shares authorized: 19.45 and NaN issued and outstanding on December 30, 2020 and March 31, 2020, respectively		1,950,000		0
Preferred Stock Series A-3, $0.001 par value, 50,000,000 shares authorized: 50.75 and NaN issued and outstanding on December 30, 2020 and March 31, 2020, respectively		5,075,140		0
Class A Common Stock, $0.001 par value; 2,000,000,000 shares authorized; 35,785,858 shares issued and outstanding on December 30, 2020 and March 31, 2020		35,786		35,786
Class B Common Stock, $0.001 par value; 100,000,000 shares authorized; 4,758,332 and 4,840,919 shares issued and outstanding on December 30, 2020 and March 31, 2020, respectively		4,760		5,277
Additional paid-in capital		50,144,065		49,276,203
Accumulated deficit		(60,279,411)		(48,572,143)
Total stockholders' equity		1,757,340		5,072,123
Total liabilities and stockholders’ equity	$	12,141,496	$	13,909,096

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

~~F-1~~

Table of Contents

ROCKY MOUNTAIN INDUSTRIALS, INC.

~~RMR Industrials, Inc.~~

Condensed Consolidated Statements of Operations (Unaudited)


	Three months ended				Nine months ended
	December 31,				December 31,
	2020		2019		2020		2019

Revenue	$	116,080	$	340,696	$	559,341	$	857,260
Cost of goods sold		191,101		202,382		534,769		745,499
Gross profit		(75,021)		138,314		24,572		111,761
Selling, general and administrative (includes depreciation, depletion and amortization for the three months ended of $77,917 in 2020 and $146,075 in 2019; and for the nine months ended of $235,423 through December 2020 and $388,205 through December 2019)		3,198,492		2,712,935		9,164,097		8,416,770
Loss from operations		(3,273,513)		(2,574,621)		(9,139,525)		(8,305,009)
Gain (loss) on sale of assets		(3,000)		0		(3,000)		18,000
Interest (expense), net		(217,369)		(100,018)		(551,170)		(241,611)
Loss before income tax provision		(3,493,882)		(2,674,639)		(9,693,695)		(8,528,620)
Income tax expense		0		0		0		0
Net loss from continuing operations		(3,493,882)		(2,674,639)		(9,693,695)		(8,528,620)

Net loss from discontinued operations		(68,964)		(185,554)		(1,378,459)		(388,849)
Net loss	$	(3,562,846)	$	(2,860,193)	$	(11,072,154)	$	(8,917,469)

Basic and diluted loss per share from continuing operations	$	(0.54)	$	(0.51)	$	(1.52)	$	(1.61)

Basic and diluted loss per share from discontinued operations	$	(0.01)	$	(0.04)	$	(0.22)	$	(0.07)

Basic and diluted loss attributable to Rocky Mountain Industrials, Inc. per common share	$	(.59)	$	(0.55)	$	(1.83)	$	(1.69)

Weighted average shares outstanding		6,476,542		5,243,793		6,386,541		5,282,958

For the three For the three For the nine For the nine
months ended months ended months ended months ended
December 31, 2016 December 31, 2015 December 31, 2016 December 31, 2015

Revenue $ 202,292 $ - $ 202,292 $ -
Cost of goods sold 172,815 - 172,815 -
Gross profit 29,477 - 29,477 -
Selling, general and administrative 1,339,657 682,647 3,101,921 2,362,363
Loss from operations (1,310,180 ) (682,647 ) (3,072,444 ) (2,362,363 )
Interest expense (income), net 126,195 (342 ) 125,927 (342 )
Loss before income tax provision (1,436,375 ) (682,305 ) (3,198,371 ) (2,362,021 )
Income tax expense - - 1,050 -
Net loss (1,436,375 ) (682,305 ) (3,199,421 ) (2,362,021 )
Add: Net loss attributed to noncontrolling interest 58,122 - 58,122 -
Net loss attributable to RMR Industrials, Inc. $ (1,378,253 ) $ (682,305 ) $ (3,141,299 ) $ (2,362,021 )

Basic and diluted loss attributable to RMR Industrials, Inc. per common share $ (0.48 ) $ (0.25 ) $ (1.11 ) $ (0.90 )

Weighted average shares outstanding 2,888,256 2,710,929 2,834,311 2,637,912

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

~~F-2~~

Table of Contents

~~RMR Industrials, Inc.~~ROCKY MOUNTAIN INDUSTRIALS, INC.

~~Consolidated~~ Statements of ~~Cash Flows~~Changes in Stockholder Equity (Unaudited)

Nine months ended December 31, 2016 Nine months ended December 31, 2015
(Unaudited) (Unaudited)
Cash flow from operating activities
Net loss $ (3,199,421 ) $ (2,362,021 )
Depreciation and amortization expense 54,527 5,956
Stock-based compensation 237,476 139,126
Amortization of debt discount 71,074 -
Paid-In-Kind interest 54,814 -
Adjustments to reconcile net loss to net cash used in operating activities
Changes in operating assets and liabilities
Accounts receivable (54,188 ) -
   Prepaid expenses (4,699 ) -
Inventory (1,591 ) -
Deposits (31,119 ) -
Accounts payable 298,516 389,416
Accounts payable, related parties 750,000 876,581
Accrued liabilities 51,161 -
Accrued liabilities, related parties 545,000 630,000
Net cash used in operating activities (1,228,450 ) (320,942 )

Acquisition of business, net of cash (2,827,624 ) -
Purchase of property, plant and equipment (86,672 ) -
Purchase of intangibles and other assets (2,500 ) (5,000 )
Net cash used in investing activities (2,916,796 ) (5,000 )

Payments on equipment loan (3,173 ) -
   Proceeds from loan payable 2,250,000 -
Payments on debt issuance costs (131,800 ) -
   Proceeds from issuance of common stock 1,699,800 1,475,590
  Payments on offering costs toward issuance of common stock - (311,825 )
Net cash provided by financing activities 3,814,827 1,163,765

Net (decrease) increase in cash (330,419 ) 837,823

Cash at beginning of period 356,287 4,733
Cash at end of period $ 25,868 $ 842,556

Supplemental cash flow information
Cash paid for interest $ 402 $ -
Cash paid for income taxes $ 1,050 $ -


							Preferred Stock
	Common Stock Class A			Common Stock Class B			Series A-1			Additional Paid-In		Accumulated		Noncontrolling
	Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		Interest		Total
Balance, March 31, 2019	35,785,858	$	35,786	4,032,752	$	4,033	—	$	—	$	42,102,105	$	(35,428,938)	$	99,212	$	6,812,198
Issuance of warrant for services	—		—	—		436	—		—		299,723		—		—		300,159
Issuance of common shares for subscription	—		—	75,000		75	—		—		1,499,925		—		—		1,500,000
Issuance of restricted common shares for compensation	—		—	37,000		37	—		—		(37)		—		—		—
Issuance of common stock for services	—		—	12,000		12	—		—		(12)		—		—		—
Stock-based compensation from stock options	—		—	—		—	—		—		750,029		—		—		750,029
Forfeiture of common stock	—		—	(53,500)		(54)	—		—		54		—		—		—
Net loss	—		—	—		—	—		—		—		(2,789,023)		(147,319)		(2,936,342)
Balance, June 30, 2019	35,785,858		35,786	4,103,252		4,539	—		—		44,651,787		(38,217,961)		(48,107)		6,426,044
Issuance of warrant for services	—		—	—		(85)	—		—		—		—		—		(85)
Issuance of Series A-1 Preferred shares	—		—	—		—	7.5		757,266		—		—		—		757,266
Issuance of common shares for subscription	—		—	100,000		100	—		—		1,624,900		—		—		1,625,000
Issuance of restricted common shares for compensation	—		—	85,000		85	—		—		(85)		—		—		—
Stock-based compensation from stock options	—		—	—		—	—		—		829,594		—		—		829,594
Net loss	—		—	—		—	—		—		—		(2,964,887)		(156,047)		(3,120,934)
Balance, September 30, 2019	35,785,858		35,786	4,288,252		4,639	7.5		757,266		47,106,196		(41,182,848)		(204,154)		6,516,885
Equity conversion of RMRA shares for RMRI common share	—	��	—	166,667		167	—		—		(167)		(204,154)		204,154		—
Issuance of Series A-1 Preferred shares	—		—	—		—	20.02		2,032,595		—		—		—		2,032,595
Issuance of restricted common shares for compensation	—		—	4,000		4	—		—		(4)		—		—		—
Forfeiture of common stock	—		—	(10,000)		(10)	—		—		10		—		—		—
Stock-based compensation from stock options	—		—	—		—	—		—		889,835		—		—		889,835
Net loss	—		—	—		—	—		—		—		(2,860,193)		—		(2,860,193)
Balance, December 31, 2019	35,785,858	$	35,786	4,448,919	$	4,800	27.52	$	2,789,861	$	47,995,870	$	(44,247,195)	$	—	$	6,579,122

~~Supplemental disclosure of non-cash transactions~~

During the nine months ended December 31, 2016, the Company valued conversion rights related to a note purchase agreement of $769,000 as a debt discount. The Company also recognized $237,476 of stock-based compensation expense related to issuance of stock options and assumed $531,872 of equipment loan payable and $128,273 of capital lease payable in connection with an acquisition of a business.

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

~~F-3~~

Table of Contents~~RMR~~

ROCKY MOUNTAIN INDUSTRIALS, INC.

Statements of Changes in Stockholder Equity (Unaudited)(Continued)


							Preferred Stock
	Common Stock Class A			Common Stock Class B			Series A-1				Series A-2				Series A-3				Additional		Accumulated
	Shares	Amount		Shares	Amount		Shares		Amount		Shares		Amount		Shares		Amount		Paid-In Capital		Deficit		Total
Balance, March 31, 2020	35,785,858	$	35,786	4,840,919	$	5,277		43.27	$	4,327,000		—	$	—		—	$	—	$	49,276,203	$	(48,572,143)	$	5,072,123
Issuance of Series A-1 Preferred shares for services	—		—	—		—		5.00		500,000		—		—		—		—		—		—		500,000
Series A-2 Preferred shares issued to settle preferred shares debt	—		—	—		—		—		—		2.00		200,000		—		—		—		—		200,000
Series A-2 Preferred shares issued to settle note payable	—		—	—		—		—		—		2.50		250,000		—		—		—		—		250,000
Issuance of Series A-2 Preferred shares	—		—	—		—		—		—		14.95		1,500,000		—		—		—		—		1,500,000
Conversion of Class B Common Stock for Series A-3 Preferred Shares	—		—	(338,343)		(338)		—		—		—		—		50.75		5,075,140		(5,074,802)		—		—
Issuance of restricted Class B Common Stock for compensation	—		—	5,000		5		—		—		—		—		—		—		(5)		—		—
Other	—		—	—		(436)		—		—		—		—		—		—		436		—		—
Quarterly dividends on Series A-1 and A-2 Preferred shares	—		—	—		—		—		—		—		—		—		—		—		(157,132)		(157,132)
Stock-based compensation	—		—	—		—		—		—		—		—		—		—		1,295,104		—		1,295,104
Net loss	—		—	—		—		—		—		—		—		—		—		—		(3,365,982)		(3,365,982)
Balance, June 30, 2020	35,785,858		35,786	4,507,576		4,508		48.27		4,827,000		19.45		1,950,000		50.75		5,075,140		45,496,936		(52,095,257)		5,294,113
Issuance of Class B Common Shares upon exercise of warrants	—		—	2,500		3		—		—		—		—		—		—		31,247		—		31,250
Issuance of Class B common shares for services	—		—	15,000		15		—		—		—		—		—		—		374,985		—		375,000
Forfeiture of Class B Common stock	—		—	(18,000)		(18)		—		—		—		—		—		—		18		—		—
Quarterly dividends on A-1 and A-2 Preferred shares	—		—	—		—		—		—		—		—		—		—		—		(238,992)		(238,992)
Stock-based compensation	—		—	—		—		—		—		—		—		—		—		1,295,106		—		1,295,106
Net loss	—		—	—		—		—		—		—		—		—		—		—		(4,143,326)		(4,143,326)
Balance, September 30, 2020	35,785,858		35,786	4,507,076		4,508		48.27		4,827,000		19.45		1,950,000		50.75		5,075,140		47,198,292		(56,477,575)		2,613,151
Issuance of Class B Common Shares upon exercise of warrants	—		—	57,500		58		—		—		—		—		—		—		718,692		—		718,750
Issuance of Class B Common shares for services	—		—	25,300		25		—		—		—		—		—		—		632,475		—		632,500
Issuance of restricted Class B Common shares for compensation				312,456		313		—		—		—		—		—		—		(312)		—		1
Forfeiture of Class B Common stock	—		—	(168,000)		(168)		—		—		—		—		—		—		168		—		—
Issuance of restricted Class B Common shares for Board compensation				24,000		24		—		—		—		—		—		—		(24)		—		—
Quarterly dividends on A-1 and A-2 Preferred shares	—		—	—		—		—		—		—		—		—		—		—		(238,990)		(238,990)
Stock-based compensation	—		—	—		—		—		—		—		—		—		—		1,594,774		—		1,594,774
Net loss	—		—	—		—		—		—		—		—		—		—		—		(3,562,846)		(3,562,846)
Balance, December 31, 2020	35,785,858	$	35,786	4,758,332	$	4,760		48.27	$	4,827,000		19.45	$	1,950,000		50.75	$	5,075,140	$	50,144,065	$	(60,279,411)	$	1,757,340

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

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ROCKY MOUNTAIN INDUSTRIALS, INC.

Condensed Consolidated Statements of Cash Flows (Unaudited)


	Nine months ended
	December 31,
	2020		2019
Cash flow from operating activities:
Net loss	$	(11,072,154)	$	(8,917,469)
Adjustments to reconcile net loss to net cash used in operating activities:
Operating and investing cash flows from (used in) discontinued operations		2,614,839		(711,432)
Depreciation, depletion and amortization expense		235,423		388,205
Stock-based compensation		4,184,985		2,770,154
Loss on sale of assets		3,000		0
Accretion expense		7,975		20,329
Amortization of debt discount		424,641		0
Deferred rent		0		(39,898)
Changes in operating assets and liabilities:
Accounts receivable		59,162		(33,097)
Inventory		9,520		38,638
Prepaid expenses		257,389		(257,016)
Restricted cash		(12,093)		(94,671)
Deposits and other assets		(26,816)		9,057
Accounts payable		187,935		(105,819)
Accrued liabilities		453,436		1,915,451
Accrued liabilities, related parties		445,000		(310,000)
Other		(1)		1
Net cash used in operating activities		(2,227,759)		(5,327,567)

Cash Flows from Investing Activities:
Acquisition of other intangibles		0		(28,406)
Investments in land under development		(492,669)		(1,209,508)
Purchase of property, plant and equipment		(9,843)		0
Net cash used in investing activities		(502,512)		(1,237,914)

Cash Flows from Financing Activities:
Proceeds from note payable		4,023,646		307,490
Repayment of debt		(2,808,202)		(147,328)
Proceeds from issuance of Class B common stock		0		3,124,378
Proceeds from exercise of Class B common stock warrants		750,000		0
Proceeds from issuance of Series A-1 Preferred shares		0		3,001,740
Proceeds from issuance of Series A-2 Preferred shares		1,500,000		0
Net cash provided by financing activities		3,465,444		6,286,280

Net increase (decrease) in cash		735,172		(279,201)

Cash at beginning of period		57,240		528,417
Cash at end of period	$	792,412	$	249,216

Supplemental cash flow information
Cash paid for interest	$	153,373	$	73,511
Cash paid for income taxes	$	0	$	0
Right of Use Asset		0		298,168
Lease Liability		0		(298,169)

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

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ROCKY MOUNTAIN INDUSTRIALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~December 31, 2016~~

1. ORGANIZATION

~~NOTE A – FORMATION, CORPORATE CHANGES AND MATERIAL MERGERS AND ACQUISITIONS~~On January 1, 2020, the Company changed its name from RMR Industrials, Inc. to Rocky Mountain Industrials, Inc.

Rocky Mountain Industrials, Inc. (the “Company”, “RMI”, “we”, “our”, “us”) seeks to acquire and consolidate complementary industrial assets. RMI’s consolidation strategy is to assemble a portfolio of mature and value-add industrial commodities businesses to generate scalable enterprises with a broad portfolio of products and services addressing a common and stable customer base.

Formation

Online Yearbook was incorporated in the State of Nevada on August 6, 2012. Online Yearbook was a development stage company with the principal business objective of developing and marketing an online yearbook.

On November 17, 2014, Rocky Mountain Resource Holdings ~~LLC,~~Inc., a Nevada ~~limited liability company~~Corporation (the “Purchaser”) became the majority shareholder of Online Yearbook, by acquiring 5,200,000 shares of common stock of Online Yearbook (the “Shares”), or 69.06% of the issued and outstanding shares of common stock, pursuant to stock purchase agreements with Messrs. El Maraana and Salah Blal. The Shares were acquired for an aggregate purchase price of $357,670. The Purchaser was the source of the funds used to acquire the Shares. In connection with Online Yearbook’s receipt of approval from the Financial Industry Regulatory Authority (“FINRA”), effective December 8, 2014, Online Yearbook amended its Articles of Incorporation to change its name from “Online Yearbook” to “RMR ~~Industrials, Inc.~~INDUSTRIALS, INC.”

RMR Industrials, Inc. (the “Company” or “RMRI”) seeks to acquire and consolidate complimentary industrial assets. Typically these small to mid-sized assets are the core manufacturer and supplier of specific bulk commodity minerals and chemicals distributed to the global manufacturer industry. RMRI’s consolidation strategy is to assemble a portfolio of mature and value-add industrial commodities businesses to generate scalable enterprises with a vast portfolio of products and services addressing a common and stable customer base.

On February 27, 2015 (the “Closing Date”), the Company entered into and consummated a merger transaction pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, OLYB Acquisition Corporation, a Nevada corporation and wholly owned subsidiary of the Company (“Merger Sub”) and RMR IP, Inc., a Nevada corporation (“RMR IP”). In accordance with the terms of Merger Agreement, on the Closing Date, Merger Sub merged with and into RMR IP (the “Merger”), with RMR IP surviving the Merger as our wholly owned subsidiary.

RMR IP was formed to acquire and consolidate complimentary industrial commodity assets through capitalizing on the volatile oil markets, down cycles in commodity markets, and other ancillary opportunities. RMR IP is focused on managing the supply chain in order to offer a large and diverse set of products and services.

The Merger Agreement includes customary representations, warranties and covenants made by the Company, Merger Sub and RMR IP as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the Merger Agreement and are not intended to provide factual, business, or financial information about the Company, Merger Sub and RMR IP. Moreover, some of those representations and warranties (i) may not be accurate or complete as of any specified date, (ii) may be subject to a contractual standard of materiality different from those generally applicable to shareholders or different from what a shareholder might view as material, (iii) may have been used for purposes of allocating risk among the Company, Merger Sub and RMR IP, rather than establishing matters as facts, and/or (iv) may have been qualified by certain disclosures not reflected in the Merger Agreement that were made to the other party in connection with the negotiation of the Merger Agreement and generally were solely for the benefit of the parties to the Merger Agreement.

For financial reporting purposes, the Merger ~~represents~~represented a “reverse merger” rather than a business combination and RMR IP iswas deemed to be the accounting acquirer in the transaction. Consequently, the assets and liabilities and the historical operations ~~that will be~~ reflected in the Company’s ~~future~~ financial statements ~~will be~~post-Merger are those of RMR IP. The Company’s assets, liabilities and results of operations ~~will be~~have been consolidated with the assets, liabilities and results of operations of RMR IP after consummation of the Merger, and the historical financial statements of the Company before the Merger ~~will be~~were replaced with the historical financial statements of RMR IP before the Merger in all ~~future~~post-Merger filings with the SEC.

~~F-4~~

On ~~March 10, 2015,~~January 3, 2017, we ~~formed United States Talc and Minerals~~amended the Articles of Incorporation of RMR IP, Inc. to rename the corporation to RMR Logistics, Inc. (“~~US Talc and Minerals”~~RMR Logistics”)~~, incorporated in the State of Nevada~~. RMR Logistics operates as a wholly-owned subsidiary of the Company ~~for the purpose of facilitating future acquisitions.~~

to provide transportation and logistics services.

On July 28, 2016, we formed RMR Aggregates, Inc., a Colorado corporation (“RMR Aggregates”), as our wholly owned subsidiary. RMR Aggregates was formed to hold assets whose primary focus is the mining and processing of industrial minerals for the manufacturing, construction and agriculture sectors. These minerals include limestone, aggregates, marble, silica, barite and sand.

On October 12, 2016, RMR Aggregates acquired substantially all of the assets from CalX Minerals, LLC, a Colorado limited liability company (“CalX”) through an Asset Purchase Agreement. Pursuant to the terms of the Asset Purchase Agreement, RMR Aggregates agreed to purchase, and CalX agreed to sell, substantially all of the assets associated with the ~~business of operating the~~ Mid-Continent ~~Limestone~~ Quarry on 41 BLM unpatented placer mining claims in Garfield County, Colorado, including the mining claims, improvements, access rights, water rights, equipment, inventory, contracts, permits, certain intellectual property rights, and other tangible and intangible assets associated with the limestone mining operation.

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During January 2018, the Company formed Rail Land Company, LLC (“Rail Land Company”) as a wholly-owned subsidiary to acquire and develop a rail terminal and services facility (the “Rail Park”). Rail Land Company purchased an approximately 470-acre parcel of real property located in Bennett, Colorado on February 1, 2018. During July 2018, we exercised our option to acquire an additional approximately 150 acres for a total of approximately 620 acres.

On April 26, 2019, RMR Logistics entered into an asset purchase agreement with H2K, LLC, a Colorado limited liability company (“the Seller”) pursuant to which RMR Logistics acquired the Seller’s trucking assets. In April 2020, the Company began the shutdown of substantially all the operations of RMR Logistics with the closure of its Wellington, Colorado location and the disposal of its operational assets through auction.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation ~~and Consolidation~~

The accompanying unaudited interim consolidated financial statements ~~for the period ended December 31, 2016~~ have been prepared in accordance with the accounting policies described in the consolidated financial statements and related notes included in our annual report on Form 10-K for the year ended March 31, 2020, (“2020 Form 10-K”) and should be read in conjunction with such consolidated financial statements and related notes. The 2020 year end consolidated balance sheet data included in the Form 10-Q filing was derived from the audited consolidated financial statements in our 2020 Form 10-K, but does not include all disclosures required by accounting principles generally accepted in the United ~~States for~~States. The following notes to these interim consolidated financial ~~information~~statements highlight significant changes to the notes included in the March 31, 2020 audited consolidated financial statements included in our 2020 Form 10-K and present interim disclosures as required by the Securities and Exchange Commission.

Consolidation

The consolidated financial statements have been prepared in accordance with ~~Securities and Exchange Commission (SEC) Regulation S-X rule 8-03.~~generally accepted accounting principles in the United States (“GAAP”). The ~~unaudited~~condensed consolidated financial statements include the financial condition and results of operations of our wholly-owned ~~subsidiary, US Talc and Minerals, as well as our majority-owned subsidiary RMR Aggregates,~~subsidiaries, where intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the unaudited consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of December 31, 2016 and the results of operations and cash flows for the periods then ended. The financial data and other information disclosed in these notes to the interim consolidated financial statements related to the period are unaudited.

~~NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~

A summary of significant accounting policies of the Company is presented to assist in understanding the Company’s consolidated financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America (“GAAP”) and have been consistently applied in the preparation of the accompanying consolidated financial statements. These consolidated financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that impact the reported amounts of assets, liabilities, and expenses, and disclosure of contingent assets and liabilities in the financial statements and accompanying notes. Actual results could materially differ from those estimates. Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including: expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from those estimated amounts and assumptions used in the preparation of the financial statements.

~~F-5~~

~~Cash and Cash Equivalents~~

The Company considers all highly liquid securities with original maturities of three months or less at the date of purchase to be cash equivalents. As of December 31, 2016, the Company had cash of $25,868 and no cash equivalents. The Company may occasionally maintain cash balances in excess of amounts insured by the Federal Deposit Insurance Corporation (“FDIC”). The amounts are held with major financial institutions and are monitored by management to mitigate credit risk.

~~Accounts Receivable~~

Accounts receivables are recorded at the invoiced amount and do not bear interest. The Company analyzes collectability based on historical payment patterns and macroeconomic factors which may affect the customers’ industry. Past due balances over 90 days based on payment terms are reviewed individually for collectability. The Company does not have any off-balance sheet credit exposure related to its customers. Concentration of credit risk is limited to certain customers to whom we make substantial sales. As of December 31, 2016, the Company had one large customer that accounted for approximately 92% of our accounts receivable balance. To reduce risk, we routinely assess the financial strength of our most significant customers, using standard credit risk evaluation methods with reference to publicly available and customer supplied information, and monitor the amounts owed and taking appropriate action when necessary. As a result, we believe that accounts receivable credit risk exposure is limited.

~~Inventory~~

~~Inventories are valued at the lower of cost or market. Cost is determined by the first-in, first-out (FIFO) method.~~

~~Property, Plant and Equipment~~

Property, plant and equipment are recorded at cost. Significant improvements are capitalized, while maintenance and repair expenses are charged to operations as incurred. The straight-line method of depreciation is used for substantially all of the assets for financial reporting purposes.

Depletion of mineral reserves is determined on a unit-of-extraction basis for financial reporting purposes, based upon proven and probable reserves, and on a percentage depletion basis for tax purposes. Depletion was immaterial for the period ended December 31, 2016.

~~Intangible assets~~

~~Intangible assets with estimable useful lives are amortized on a straight-line basis over their respective estimated lives and reviewed annually for impairment.~~

~~Deposits~~

~~Deposits consist of a security deposit in connection with an office lease.~~

~~Impairment of Long-Lived Assets~~

~~The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. Factors considered include:~~

~~Significant changes in the operational performance or manner of use of acquired assets or the strategy for our overall business,~~

~~Significant negative market conditions or economic trends, and~~

~~Significant technological changes or legal factors which may render the asset obsolete.~~

The Company evaluated long-lived assets based upon an estimate of future undiscounted cash flows. Recoverability of these assets is measured by comparing the carrying value to the future net undiscounted cash flows expected to be generated by the asset. An impairment loss is recognized when the carrying value exceeds the undiscounted future cash flows estimated to result from the use and eventual disposition of the asset. Future net undiscounted cash flows include estimates of future revenues and expenses which are based on projected growth rates. The Company continually uses judgment when applying these impairment rules to determine the timing of the impairment tests, the undiscounted cash flows used to assess impairments and the fair value of a potentially impaired asset.

~~F-6~~

~~Accounting for Asset Retirement Obligations and Accrued Reclamation Liability~~

The Company provides for obligations associated with the retirement of long-lived assets and the associated asset retirement costs. The fair value of a liability for an asset retirement obligation is recognized in the period in which it is identified, if a reasonable estimate of fair value can be made. The associated fair value of asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. Costs are estimated in current dollars, inflated until the expected time of payment, using an inflation rate of 2.15%, and then discounted back to present value using a credit-adjusted rate to reflect the Company’s credit rating.

Fair Value Measurements

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values.

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Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories:

- Level 1: Quoted market prices in active markets for identical assets or liabilities

- Level 2: Observable market-based inputs or inputs that are corroborated by market data

- Level 3: Unobservable inputs that are not corroborated by market data

~~Level 2 inputs are used to estimate the~~The fair value of ~~share-based compensation.~~notes payable was $5,389,095 and $4,324,892 as of December 31, 2020 and March 31, 2020, respectively.

~~Level 3 inputs are used to estimate the fair value of accrued reclamation liabilities.~~

Net Loss per Common Share

Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders, after deducting preferred dividends, by the weighted average number of common shares outstanding during the period, without consideration ~~for~~of the potentially dilutive effects of converting stock options or restricted stock purchase rights outstanding. Diluted net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period and the potential dilutive effects of stock options or restricted stock purchase rights outstanding during the period determined using the treasury stock method. ~~There~~In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders since dilutive common shares are ~~no such anti-dilutive common share equivalents outstanding~~not assumed to have been issued, as their effect is anti-dilutive.

Discontinued Operations

In April 2020, the Company began the shutdown and closing of operations located in Wellington, Colorado comprising substantially all the operations of RMR Logistics and the Logistics segment. The closing of the Wellington location was substantially complete in June, 2020. Substantially all of the mobile equipment was sold at auction in August of 2020 at a loss of approximately $837,000 for the quarter ended September 30, 2020 and a loss of approximately $61,000 for the quarter ended December 31, ~~2016 which were excluded from~~2020. Auction proceeds received was approximately $1,287,000 for the ~~calculation~~quarter ended September 30, 2020 and approximately $64,000 for the quarter ended December 31, 2020 and was used to pay down debt.

Carrying amounts of ~~diluted loss per common share.~~

~~Income Taxes~~

The Company accounts for income taxes under the asset and liability method, which requires, among other things, that deferred income taxes be provided for temporary differences between the tax bases of the Company's assets and liabilities and their financial statement reported amounts. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basismajor classes of assets and liabilities ~~using enacted tax rates~~included in ~~effect for the year in which the differences~~discontinued operations are ~~expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.~~

A valuation allowance is recorded by the Company when it is more likely than not that some portion or all of a deferred tax asset will not be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, and ongoing prudent and feasible tax planning strategies in assessing the amountcomprised of the valuation allowance. When the Company establishes or reduces the valuation allowance against its deferred tax assets, its provision for income taxes will increase or decrease, respectively, in the period such determination is made.following as of:


	December 31,		March 31,
	2020		2020

Cash	$	—	$	1,800
Accounts Receivable		14,313		45,287
Property, plant and equipment, net		—		2,384,877
Goodwill		—		237,977
Other noncurrent assets		5,000		5,000
Total assets held for sale	$	19,313	$	2,674,941

Accounts payable and accrued liabilities	$	44,391	$	75,634
Debt		718,272		2,287,569
Total liabilities held for sale	$	762,663	$	2,363,203

~~F-7~~

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Additionally, the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical meritsMajor line items comprising net loss of discontinued operations are comprised of the position. The tax benefit recognized in the financial statements for a particular tax position is based on the largest benefit that is more likely than not to be realized upon settlement. Accordingly, the Company establishes reserves for uncertain tax positions. The Company has not recognized interest or penalties in its statement of operations and comprehensive loss since inception.following:


		Three Months Ended December 30,				Nine Months Ended December 30,
		2020		2019		2020		2019
Revenue	$	—	$	216,571	$	122,665	$	833,067
Cost of goods sold		—		(241,680)		(199,004)		(756,546)
		—		(25,109)		(76,339)		76,521
Selling, general and administrative (including depreciation and amortization)		2,929		128,575		371,090		374,331
Interest expense, net		4,324		31,870		32,541		80,934
Loss on Sales of Fixed Assets		(61,711)		—		(898,489)		(10,105)
Net loss from discontinued operations	$	(68,964)	$	(185,554)	$	(1,378,459)	$	(388,849)

~~Recent Accounting Pronouncements~~

~~In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU"), No. 2016-02,~~~~Leases~~ (ASC 842). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The standard is effective for us in the first quarter of fiscal 2019, with early adoption permitted. We currently do not expect the adoption of this update to have a material effect on our consolidated results of operations and financial position.

~~In March 2016, the FASB issued ASU No. 2016-09,~~~~Improvements to Employee Share-Based Payment Accounting~~, which simplifies the accounting and reporting for share-based compensation, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The standard is effective for us in the first quarter of fiscal 2017, with early adoption permitted. We currently do not expect the adoption of this update to have a material effect on our consolidated results of operations and financial position.

~~In April 2015, the FASB issued a new accounting standard to simplify the presentation of debt issuance costs. ASU No. 2015-03,~~~~Simplifying the Presentation of Debt Issuance Costs~~, changes the presentation of debt issuance costs in financial statements. Under the ASU, an entity will present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. The ASU is effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. We currently do not expect the adoption of this update to have a material effect on our consolidated results of operations and financial position.

~~In May 2014, the FASB issued a new accounting standard to improve and converge the financial reporting requirements for revenue from contracts with customers. ASU No. 2014-09,~~~~Revenue from Contracts with Customers~~, prescribes a five-step model for revenue recognition that will replace most existing revenue recognition guidance in U.S. GAAP. The ASU will supersede nearly all existing revenue recognition guidance under U.S. GAAP and provides that an entity recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This update also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. ASU No. 2014-09 allows for either full retrospective or modified retrospective adoption. In July 2015, the FASB postponed the effective date of the new revenue standard by one year to the first quarter of 2018. Early adoption is permitted, but no earlier than 2017. Management is currently assessing the effect that the adoption of this standard will have on the consolidated financial statements.

~~NOTE C –~~3. GOING CONCERN

The ~~Company's~~Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other current assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.

~~F-8~~

The Company’s net loss and working capital deficit raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements for the three months ended December 31, 2016 do not include any adjustments to reflect the possible future effects of the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern. The Company may never become profitable, or if it does, it may not be able to sustain profitability on a recurring basis.

Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to applicable laws orand regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business.

However, the Company does not have sufficient cash or other current assets, nor does it have an established and adequate source of revenues, to cover its operating costs and to allow it to continue as a going concern.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the business plan and eventually attain profitable operations. ~~The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.~~

During the next year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with research and development. The Company may experience a cash shortfall and be required to raise additional capital.

Historically, itthe Company has mostly relied upon funds from the sale of shares of stock and from acquiring loans to finance its operations and growth. Management may raise additional capital through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders.

In the past year, the Company funded operations by using cash proceeds received through the issuance of common and preferred stock and proceeds from ~~related party debt.~~debt financing. For the coming year, the Company plans to continue to fund the Company through debt and securities sales and issuances until the company generates enough revenues through the operations as stated above.

The Company is currently working through a number of opportunities to ensure the business will continue as a going concern. These include:

The development of the Rail Park will generate sustained annual revenues by providing transloading services and realized gains on the sale of land while limiting future capital development costs.

Expansion of the Mid-Continent Quarry, which will allow greater volume production with limited fixed cost increases.

~~NOTE D – BUSINESS COMBINATION~~

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4. INVENTORY

Inventory, for which there was none as of December 31, 2020, is valued at the lower of cost (average) or market.


	March 31,
	2020

Blasted Rock	$	2,316
Packaging		7,204
Total	$	9,520

5. PROPERTY, PLANT AND EQUIPMENT

The following summarizes the Company’s property, plant and equipment as of:


	December 31,		March 31,
	2020		2020
Recoverable Limestone	$	1,477,469	$	1,477,470
Mill Equipment		1,289,113		1,273,395
Mining Equipment		336,934		336,934
Mobile Equipment		813,975		813,975
Other		78,974		78,972
Total		3,996,465		3,980,746
Less: Accumulated Depreciation		(1,257,014)		(1,007,525)
Property, plant and equipment, net	$	2,739,451	$	2,973,221

6. NOTES PAYABLE

On ~~October 12, 2016, pursuant~~September 9, 2020, Company, executed the standard loan documents required for securing a loan (the “EIDL Loan”) from the United States Small Business Administration (the “SBA”) under its Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business. The principal amount of the EIDL Loan is $150,000, with proceeds to ~~an Asset Purchase~~be used for working capital purposes. Interest on the EIDL Loan accrues at the rate of 3.75% per annum and installment payments, including principal and interest, are due monthly beginning twelve months from the date of the EIDL Loan in the amount of $731. The balance of principal and interest is payable thirty years from the date of the promissory note. In connection with the EIDL Loan, the Company executed the EIDL Loan documents, which include the SBA Secured Disaster Loan Note, dated September 9, 2020, the Loan Authorization and Agreement, dated ~~October 7, 2016,~~September 9, 2020, and the Security Agreement, dated September 9, 2020, each between the SBA and the Company.

On July 24, 2020, Rail Land Company executed a Term Loan Promissory Note, primarily secured by the underlying property of the Rail Park (“Secured Promissory Note”), with a private lender for $2,450,000. The Secured Promissory Note matures on July 31, 2021, and accrues interest at 10% per annum. RMI is a guarantor of the Secured Promissory Note.

In April and June 2020, the Company ~~acquired substantially all~~executed 2 unsecured note agreements with an investor totaling $1,000,000. The unsecured notes are carried net of original issue discount (10%), which is being amortized on a straight line basis, which approximates the effective interest method. In December 2020, the same investor executed an unsecured note with the Company in the amount of $400,000. The note is carried net of original issue discount (3.75%) and was repaid in January 2021.

In March 2020, the federal government passed the Coronavirus Aid, Relief, and Security Act (the "CARES Act"), which provided among other things the creation of the ~~assets~~Paycheck Protection Plan ("PPP"), which is sponsored and administered by the U.S. Small Business Administration ("SBA"). On April 20, 2020, the Company executed a loan agreement (the

Table of ~~CalX Minerals, LLC, a Colorado limited liability company (“CalX”~~Contents

"PPP Loan")~~. Pursuant~~ under the PPP, evidenced by promissory notes, with Simmons Bank ("Simmons"), providing for $438,500 in proceeds, which was funded to the Company on April 24, 2020. In June 2020, the Paycheck Protection Program Flexibility Act of 2020 (the "PPPFA") was signed into law and established the payment dates in the event that amounts borrowed under the PPP are not forgiven. The PPP Loans mature April 20, 2022, but may be forgiven subject to the terms of the ~~Asset Purchase Agreement,~~PPP and approval by the SBA. The Company ~~agreed to purchase substantially all~~recorded the PPP Loan as a debt obligation and accrues interest over the term of the ~~assets associated with~~PPP Loan. The interest rate on the business of operating the Mid-Continent Limestone Quarry on 41 BLM unpatented placer mining claims in Garfield County, Colorado, including the mining claims, improvements, access rights, water rights, equipment, inventory, contracts, permits, certain intellectual property rights,PPP Loan is 1.00%. The PPP Loan is unsecured and other tangible and intangible assets associated with the limestone mining operation. The acquisition of the CalX assets will promote the development and implementation of the Company’s limestone mining operations in Colorado.

The aggregate purchase price for the CalX assets was $2,827,624, including the assumption by the Company of certain assumed liabilities specified in the Asset Purchase Agreement. The Asset Purchase Agreement contains customary ~~representations, warranties, covenants~~events of default relating to, among other things, payment defaults, making materially false and ~~indemnification provisions. The closing of the transactions contemplated by the Asset Purchase Agreement was subject~~misleading representations to the ~~satisfaction of customary closing conditions.~~

In connection with the acquisition of CalX, the Company entered into a $2,250,000 Note Purchase Agreement, the net proceeds of which, together with the Company’s cash on hand, were used as cash consideration for the acquisition of CalX and to pay fees and expenses in connection with the foregoing. See Note E.

The fair value of the total consideration transferred, net of cash acquired, was $2,827,624. The acquisition of CalX has been accounted for using the acquisition method of accounting, which requires the assets acquired and liabilities assumed be recognized at their respective fair values as of the acquisition date. As of March 8, 2017, the purchase price allocation remains preliminary as the Company completes its assessment of property and certain reserves, and reviews CalX’s existing accounting policies.

~~F-9~~

~~The following table summarizes the Company’s preliminary purchase price allocation for the CalX acquisition:~~

Preliminary Allocation

Property, plant and equipment $ 3,491,399
Intangible assets 41,000
   Total assets acquired 3,532,399

Equipment loan payable 531,872
Capital lease payable 128,273
Accrued reclamation liability 44,630
   Total liabilities assumed 704,775
   Net assets acquired $ 2,827,624

~~The Company used the income, market,~~SBA or cost approach (or a combination thereof) for the preliminary valuation, and used valuation inputs and analyses that were based on market participant assumptions. Market participants are considered to be buyers and sellers unrelated to the Company in the principalSimmons, or most advantageous market for the asset or liability. The Company’s estimates related to this valuation are considered to be critical accounting estimates because they are susceptible to change from period to period based on our judgments about a variety of factors and due to the uncontrollable variability of market factors underlying them. For example, in performing assessments of the fair value of these assets, the Company makes judgments about the future performance business of the acquired business, economic, regulatory, and political conditions affecting the net assets acquired, appropriate risk-related rates for discounting estimated future cash flows, reasonable estimates of disposal values, and market royalty rate.

~~Pro Forma Financial Information (unaudited)~~

The following unaudited supplemental pro forma information presents the financial results as if the CalX assets had been acquired on the first day of the 2015 fiscal year. This information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been made on the first day of the preceding fiscal year, nor is it indicative of any future results.

Year ended March 31, 2016 Year ended March 31, 2015
Revenue $ 2,374,573 $ 1,776,957
Net loss $ (2,966,958 ) $ (1,049,516 )

~~NOTE E – NOTE PAYABLE~~

On October 3, 2016, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with RMR Aggregates, Inc., and Central Valley Administrators Inc., a Nevada corporation (“CVA”). Pursuant tobreaching the terms of the ~~Note Purchase Agreement, RMR Aggregates sold to CVA, and CVA purchased from RMR Aggregates, a 10% promissory note in an aggregate principal amount~~PPP Loan. The occurrence of ~~$2,250,000 (the “Note”). The Note has a maturity date of October 3, 2018, and accrues interest at a rate of 10% per annum.~~

Under the terms of the Note Purchase Agreement, RMR Aggregates also agreed to issue 20,000 shares of common stock of RMR Aggregates (the “RMRA Shares”) to CVA, which represents 20% of RMR Aggregates’ total issued and outstanding common stock. CVA shall have the right, at any time, to convert the RMRA Shares into shares of Class B common stock of the Company, at a ratio of 1 share of RMRA Shares being converted into 7.5 shares of the Company’s Class B common stock. RMR Aggregates will also have the right, at any time after October 3, 2017 and after the Note is no longer outstanding, to call the RMRA Shares in exchange for shares of Class B common stock of the Company using the same ratio; provided, however, that the amount of RMRA Shares that may be called in exchange for shares of the Company’s Class B common stock shall be limited to the extent necessary to ensure that, following such exercise, CVA and its affiliates will not beneficially own in excess of 4.99% of the Company’s total issued and outstanding common stock.

~~F-10~~

~~The Note Purchase Agreement provides, among other things, that CVA shall have a liquidation right upon~~ an event of default ~~arising~~may result in the repayment of all amounts outstanding, collection of all amounts owing from the ~~failure by RMR Aggregates~~Company, or filing suit and obtaining judgment against the Company. Under the PPPFA, monthly payments of principal and interest commence on the later of 10 months following the "covered period" (as defined in the PPPFA) or the date that Simmons notifies the Company that the SBA has notified Simmons that all or a portion of the PPP Loan has not been forgiven.

In May 2021, the Company submitted its applications to ~~repay~~ the ~~outstanding~~SBA for forgiveness of the PPP Loans. As of December 31, 2021, the PPP Loan principal and accrued interest are classified as noncurrent in the Condensed Consolidated Balance Sheets. In June 2021, the Company received formal notification in the form of a letter dated May 25, 2021, from Simmons that the SBA approved the Company’s PPP Loan forgiveness applications for the Company’s Loan in the amount of $438,500 (including accrued interest). The Company will account for the ~~Note~~debt forgiveness during its fiscal first quarter of 2022 and will recognize a gain on the maturity date, meaning CVA can cause RMR Aggregates to sell its assets until it repays the outstanding amount due under the Note. RMR Aggregates shall have the right to call the Note at any time at par plus accrued interest thereunder.

~~The conversion feature~~extinguishment of debt (other income) in the ~~Note Purchase Agreement was valued at $769,000 and recorded as a discount to~~amount of $438,500 in the ~~CVA Note.~~Consolidated Statements of Operations.



	December 31, 2020		March 31, 2020		Effective Interest Rate	Maturity Date
Equipment loans	$	122,900	$	191,530	2.10% - 6.30%	August 25, 2021 - January 22, 2023
Secured promissory note		2,450,000		—	10.00%	July 31, 2021
Senior unsecured note		—		1,247,268	25.00%	April 4, 2020
Term loan		189,295		1,297,014	3.89%	July 21, 2020
Unsecured notes		1,883,486		967,856	3.75% - 10%	April 3, 2021 - June 30, 2021
Lines of credit		154,914		621,224	5.750%	May 6, 2020
Promissory notes (PPP loan)		438,500		—	1.00%	April 20, 2022
Secured disaster loan (SBA)		150,000		—	3.75%	September 9, 2050
		5,389,095		4,324,892
Unamortized debt issuance cost		(204,787)		(30,669)
		5,184,308		4,294,223
Discontinued operations		(718,272)		(2,287,569)
Less: current portion		(3,823,010)		(1,756,654)
Debt due after one year	$	643,026	$	250,000

~~NOTE F – EQUIPMENT LOAN AND CAPITAL LEASE PAYABLE~~

The Company has entered into various installment sales contracts with an equipment manufacturer in connection with the CalX acquisition, pursuant to which we acquired equipment with an aggregate principal value of approximately $531,872. The installment sales contracts require payments over 42-60 months at a fixed interest rate from 1.99% to 4.78%. The Company’s obligations under these contracts are collateralized by the equipment purchased.

The Company also has a capital lease agreement, which was assumed in connection with the CalX acquisition. The capital lease has a remaining term of 38 months for mining equipment, which is included as part of property, plant and equipment. Depreciation related to capital lease assets is included in depreciation expense.

~~Future payments on capital lease obligations are as follows:~~

Fiscal year ended March 31:
2017 $ 21,449
2018 42,897
2019 42,897
2020 28,598
2021 -
Total future minimum lease payments $ 135,841

~~NOTE G –~~7. TRANSACTIONS WITH RELATED PARTIES

~~Since inception, the Company accrued $2,118,233 in amounts owed to related parties for services performed or reimbursement~~As of ~~costs on behalf of the Company. In addition,~~December 30, 2020, the Company has accrued ~~$1,620,000~~$1,655,000 for unpaid officers’ compensation expense in accordance with consulting agreements with our Non-executive Board Chairman and Chief Executive Officer ~~and President.~~. Under the terms of each consulting agreement, each consultant shall serve as an executive officer to the Company and receive monthly compensation of $35,000. The consulting agreements may be terminated by either party for breach or upon thirty ~~days’~~days prior written notice.

On February 1, 2015, RMR IP entered into a management services agreement with Industrial Management LLC (“IM”), to provide services to RMR IP and affiliated entities, which include assistance in operational and administrative matters, identifying, analyzing, and structuring growth initiatives, and potential strategic acquisitions. As compensation for these services, RMR IP will pay to IM an annual cash management fee in an amount equal to the greater of 2% of the Company’s annual gross revenues or $1,000,000, and a development fee with respect to any capital project incurred by RMR IP equal to 2% of total project costs. In addition, IM has the option to be assigned all available royalties from RMR IP’s mineral holdings, leases or interests greater than 75% of net revenue interests for all mineral rights or production of minerals. At IM’s sole discretion, it may choose to accept a preferred convertible security with a 15% dividend accruing quarterly in lieu of cash for some or all of the annual management fee, development fee and royalty assignments. Such preferred convertible securities shall be convertible into either Class A Common Stock or Class B Common Stock (as applicable) at a conversion price equal to fifty percent of the market price of the applicable Class B Common Stock on the day prior to the date of issuance. In addition, these preferred convertible securities are callable for a cash, for a period of six months following the date of issuance; provided, however, that if called, IM shall have the option to convert the called preferred stock into either Class A Common Stock or Class B Common Stock (as applicable) at a conversion price equal to sixty-six and two thirds percent of the market price of the applicable Class B Common Stock on the business day immediately preceding the issuance date of preferred stock, and will include a blocker provision. In connection with the management services agreement with IM, RMR IP entered into a registration rights agreement which requires RMR IP to register for resale any securities issued as consideration under the management services agreement. The registration rights agreements provide for both demand and piggy back registration rights, and requires that IM not transfer any shares of RMR IP during a 90 day period following the effective date of a registration statement. The registration rights agreement terminates when the shares held by IM become eligible for resale pursuant to Rule 144.8. SHAREHOLDERS’ EQUITY

~~F-11~~

~~NOTE H – STOCKHOLDERS’ DEFICIT~~

~~Reverse Stock Split~~

On September 4, 2015, the Company implemented a reverse stock split of all of its authorized and issued and outstanding shares of Class B Common Stock in ratio of one-for-twenty. All historical and per share amounts have been adjusted to reflect the reverse stock split.

Preferred Stock

The Company has authorized 50,000,000 shares of preferred stock for issuance. ~~At December 31, 2016, no preferred~~In April 2021, the Board of Directors of the Company authorized 118.47 shares as Series A Preferred Stock and designated 48.27 as Series A-1 Convertible Preferred Stock, designated 19.45 as Series A-2 Convertible Preferred Stock, and designated 50.75 as Series A-3 Convertible Preferred Stock (collectively referred to as “Series A Preferred Stock”). The Series A Preferred Stock is

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senior, with respect to dividend rights and to rights upon any voluntary or involuntary liquidation, dissolution or winding up of the Company (each, a "Liquidation Event") in preference and priority to the Class A Common Stock and Class B Common Stock of the Company.

Voting Rights

Series A Preferred Stock is entitled to vote on all matters submitted to a vote of the stockholders of the Company together with the holders of Class B Common Stock and is entitled to that number of votes equal to the number of shares of Class B Common Stock into which the holder's shares of Series A Preferred Stock could then be converted.

Dividends

Series A-1 Preferred Stock and Series A-2 Preferred Stock, accrue dividends at the rate per annum of $8,000 (“Accruing Dividends”), subject to appropriate adjustment in the event of any stock ~~was issued~~dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred Stock, whether or not declared, and ~~outstanding.~~shall be cumulative. The Company shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Company (other than dividends on shares of Class B Common Stock payable in shares of Class B Common Stock) unless the holders of the Series A-1 Preferred Stock and Series A-2 Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Series A-1 Preferred Stock and Series A- 2 Preferred Stock in an amount at least equal to the sum of (i) the amount of the aggregate Accruing Dividends then accrued on such share of Series A-1 Preferred Stock or Series A-2 Preferred Stock (as applicable) and not previously paid and (ii) in the case of a dividend on Class B Common Stock or any class or series that is convertible into Class B Common Stock, that dividend per share of Series A-1 Preferred Stock or Series A-2 Preferred Stock (as applicable) as would equal the product of (l) the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series had been converted into Class B Common Stock and (2) the number of shares of Class B Common Stock issuable upon conversion of a share of Series A-I Preferred Stock or Series A-2 Preferred Stock (as applicable), in each case calculated on the record date for determination of holders entitled to receive such dividend. Series A-3 Preferred Stock does not accrue dividends.

Liquidation Preference

In the event of any Liquidation Event, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, and in the event of a Deemed Liquidation Event (as defined below), the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the consideration payable to stockholders in such Deemed Liquidation Event or out of the available proceeds, as applicable, before any payment shall be made to the holders of Common Stock. A Deemed Liquidation Event is defined as a merger or consolidation in which a change of control of the Company has occurred or the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole.

Conversion

Series A Preferred Stock is convertible, at the option of the holder, into a number of shares of Class B Common Stock determined by dividing (i) the sum of the Series A Original Issue Price and all then-unpaid Accruing Dividends by (ii) the respective conversion price in effect at the time of conversion. The Series A-1 Preferred Stock conversion price is $25.00 per share, the Series A-2 Preferred Stock conversion price is $21.00 per share and the Series A-3 Preferred Stock conversion price is $15.00 per share.

In the event of an underwritten public offering, public uplist, or qualified equity issuance of at least $10,000,000 in gross proceeds and a minimum price per share of $25.00 for the Company's Common Stock (“Qualified Offering”), Series A Preferred Stock shall automatically be converted into such number of fully paid and non-assessable shares of Class B Common Stock at the then effective conversion rate as noted above.

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Common Stock

The Company has authorized 2,100,000,000 shares of common stock for issuance, including 2,000,000,000 shares of Class A Common Stock and 100,000,000 shares of Class B Common Stock. ~~At December 31, 2016, the Company had 35,785,858 and 1,112,623 shares issued and outstanding of Class A Common Stock and Class B Common Stock, respectively.~~

The holders of Class A Common Stock ~~will~~ have the right to vote on all matters on which stockholders have the right to vote. The holders of Class B Common Stock ~~will~~ have the right to vote solely on matters where the vote of such holders is explicitly required under Nevada law. The holders of Class A Common Stock and Class B Common stock ~~will~~ have equal distribution rights, provided that distributions in securities shall be made in either identical securities or securities with similar voting characteristics. The holders of Class A Common Stock and Class B Common Stock ~~will be~~are entitled to receive identical per-share consideration upon a merger, conversion or exchange of the Company with another entity, and ~~will~~ have equal rights upon ~~dissolutions,~~a dissolution, liquidation or ~~winding-up.~~

~~During the nine months ended December 31, 2016, the Company entered into subscription agreements with accredited investors (the "Purchasers") to offer and sell 146,666 units~~winding-up of the Company’s securities (the “Units”) at $10.00 - $15.00 per Unit for which the Company received $1,700,000 in initial proceeds and $300,000 in common stock subscribed. Each Unit entitles the Purchaser to one share of Class B Common Stock of the Company and a warrant to purchase one or one and a half shares of Class B Common Stock at an exercise price of $10.00 - $15.00 with a term of one or two years. The Units issued by the Company for the nine months ended December 31, 2016:Company.

Shares of
Units Sold Proceeds Common Stock Warrants Warrant Price Warrant Term
40,000 $ 400,000 40,000 80,000 $ 10.00 2 years
50,000 750,000 50,000 50,000 $ 15.00 1 year
56,666 850,000 56,666 85,000 $ 15.00 1 year

~~F-12~~

~~NOTE I – SHARE-BASED~~9.SHARE-BASED COMPENSATION

The RMR Industrials, Inc. 2015 Equity Incentive Plan (the ~~"2015 Plan"~~“2015 Plan”), authorizes the issuance of up to 30% of the outstanding shares of ~~Class B~~ Common Stock at any time ~~during the 2015 Plan, for issuance of options, shares or rights~~pursuant to ~~acquire our Class B common stock~~awards made by the Company’s board of directors. As of December 31, ~~2016,~~2020, there were ~~470,575~~1,222,537 shares still available for future issuance under the 2015 Plan.

Stock Options

The Company grants stock options to certain employees that give them the right to acquire our Class B common stock under the 2015 Plan. The exercise price of options granted is equal to the closing price per share of our stock at the date of grant. The nonqualified options vest at a rate of 33% on each of the first three anniversaries of the grant date provided that the award recipient continues to be employed by us through each of those vesting dates and expire ten years from the date of grant.

~~Valuation Assumptions for Stock Options~~10. SEGMENT REPORTING

During the three months ended December 31, 2016, the Company granted options to our employees to purchase an aggregate of 400,000 shares of our common stock, with estimated total grant-date fair values of $828,800. The Company recorded stock-based compensation related to stock options of $237,476 duringFor the three and nine months ended December 31, ~~2016.~~2020, the Company has 2 reportable segments: Aggregates and Rail Park. The ~~grant date~~Company had 3 reportable segments for the three and nine months ended December 31, 2019: Aggregates, Logistics and Rail Park. The Aggregates segment produces chemical grade lime for use in the aggregates market. The Logistics segment was shutdown in April 2020, and its results of operations have been included in discontinued operations. The Rail Park segment consists of land under development to provide a rail terminal and services facility and currently has no operational activity. The Rail Park will require significant future capital investment before the segment starts generating recurring revenue. The Company expects that the Rail Park development will commence in the first half of calendar year 2021.

The Aggregates segment has a major customer, a mining operation (“Mine”), that accounted for approximately 96% and 80% of Aggregates segment revenue for the three and nine months ended December 31, 2020, respectively. As of December 31, 2020, the Mine accounted for approximately 98% of Aggregates segment accounts receivable balance.

The Company accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current market prices.

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The Company’s reportable segments are strategic business units that offer different products and services. They are managed separately because each business requires different technology and marketing strategies. All assets are held and all operating activites occur within the United States.


		Three months ended December 31, 2020								Nine months ended December 31, 2020
		Aggregates		Rail Park		Other/Corporate		Total		Aggregates		Rail Park		Other/Corporate		Total
Revenue	$	116,080	$	—	$	—	$	116,080	$	559,341	$	—	$	—	$	559,341
Gross profit		(75,021)		—		—		(75,021)		24,572		—		—		24,572
Selling, general and administrative		259,418		—		2,939,074		3,198,492		891,597		—		8,272,500		9,164,097
Property, plant and equipment, net		2,687,454		—		51,997		2,739,451		2,687,454		—		51,997		2,739,451
Land under development		—		7,655,379		12,906		7,668,285		—		7,655,379		12,906		7,668,285

The December 31, 2019 segment information has not been retroactively adjusted to reflect the impact of discontinued operations.


		Three months ended December 31, 2019										Nine months ended December 31, 2019
		Aggregates		Logistics		Rail Park		Other		Total		Aggregates		Logistics		Rail Park		Other		Total
Revenues from external customers	$	340,696	$	319,474	$	—	$	(102,902)	$	557,268	$	842,221	$	1,133,046	$	—	$	(284,939)	$	1,690,328
Intersegment revenues		(102,902)		102,902		—		—		—		(284,939)		284,939		—		—		—
Interest expense		935		32,614		—		98,339		131,888		3,302		83,435		—		235,807		322,544
Depreciation, depletion and amortization		71,169		91,331		—		975		163,475		215,100		250,240		—		2,253		467,593
Segment loss		259,410		243,139		670		2,356,434		2,859,653		1,204,340		577,496		22,274		7,113,359		8,917,469
Segment assets		(103,978)		(73,308)		492,083		(702,984)		(388,187)		3,495,461		3,101,843		6,528,984		862,011		13,988,299
Expenditure for segment assets		—		(74,708)		—		—		(74,708)		—		2,629,416		—		—		2,629,416

11. COMMITMENTS AND CONTINGENCIES

Accrued Reclamation Liability

The Company incurs reclamation liabilities as part of its mining activities. Quarry activities require the removal and relocation of significant levels of overburden to access materials of usable quantity and quality. The same overburden material is used to reclaim depleted mine areas, which must be sloped to a certain gradient and seeded to prevent erosion in the future. Reclamation methods and requirements can differ depending on the quarry and state rules and regulations in existence for certain locations. As of December 31, 2020, the Company’s undiscounted reclamation obligations totaled approximately $366,000. This obligation is expected to be settled within the next 20 years.

Reclamation costs resulting from the normal use of long-lived assets, either owned or leased, are recognized over the period the asset is in use. The obligation, which cannot be reduced by estimated offsetting cash flows, is recorded at fair value ~~was estimated~~as a liability at the obligating event date and is accreted through charges to selling, general and administrative costs, inclusive of ~~grant~~depreciation, depletion and amortization. The fair value is based on our estimate of the cost required for a third party to perform the legally required reclamation tasks including a reasonable profit margin. This fair value is also capitalized as part of the carrying amount of the underlying asset and depreciated over the estimated useful life of the asset.

The mining reclamation reserve is based on management’s estimate of future cost requirements to reclaim property at its operating quarry site. Costs are estimated in current dollars and inflated until the expected time of payment using a future estimated inflation rate and then discounted back to present value using a credit-adjusted, risk-free rate on obligations of similar maturity adjusted to reflect our credit rating. The Company will review reclamation liabilities at least every three years for a revision to the ~~Black-Scholes option pricing model, assuming no dividends and~~cost or a change in the ~~following assumptions:~~estimated settlement date. Additionally, reclamation liabilities are

	~~November 21, 2016~~
~~Average risk-free interest rate~~		~~1.79~~	%
~~Average expected life (in years)~~		~~5.0~~
~~Volatility~~		~~33.85~~	%
~~Dividend yield~~		~~0.0~~	%

~~Risk-Free Interest Rate~~~~: The risk-free interest rate is determined using the rate on treasury securities with the same term as the expected life of the stock option as of the grant date.~~

~~Expected Term~~: We have limited historical information regarding expected option term. Accordingly, we determine the expected option term of the awards using the latest historical data available from comparable public companies and management’s expectation of exercise behavior.

~~Expected Volatility~~: Stock volatility for each grant is measured using the weighted average of historical daily price changes of our competitors’ common stock over the most recent period equal to the expected option term of the awards.

~~Expected Dividend~~~~: We have not paid any dividends and do not anticipate paying dividends in the foreseeable future.~~

~~F-13~~

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reviewed in the period in which a triggering event occurs that would result in either a revision to the cost or a change in the estimated settlement date. Examples of events that would trigger a change in the cost include a new reclamation law or amendment to an existing mineral lease. Examples of events that would cause a change in the estimated settlement date include the acquisition of additional reserves or early or delayed closure of a site. Any affect to earnings from cost revisions is included in cost of revenue.

A reconciliation of the carrying amount of our accrued reclamation liabilities is as follows:


Balance at April 1, 2020	$	108,701
Liabilities incurred		0
Accretion expense		7,975
Balance at December 31, 2020	$	116,676

12. SUBSEQUENT EVENTS

~~Stock Option Activity~~Land Under Development

Stock
Options

Grant Date
Weighted
Average
Exercise Price

Weighted
Average
Remaining
Contractual
Life (in Years)

Aggregate
Intrinsic
Value

Outstanding at April 1, 2016 - $ -
Granted 400,000 $ 6.34
Exercised - $ -
Forfeited - $ -
Expired - $ -
Outstanding at December 31, 2016 400,000 $ 6.34 9.9 $ -
Vested and expected to vest December 31, 2016 99,999 $ 6.34 9.9 $ -
Exercisable at December 31, 2016 99,999 $ 6.34 9.9 $ -

~~NOTE J – SUBSEQUENT EVENTS~~

~~On January 3, 2017, RMR IP amended its Articles of Incorporation to change its name from “RMR IP, Inc.” to “RMR Logistics, Inc.”~~

In ~~January 2017,~~2018, the Company ~~entered into subscription agreements with accredited investors~~formed the Rocky Mountain Rail Park Metropolitan District (“District”) for the purpose of financing public improvements related to ~~offer~~the development of approximately 620 acres including open space and ~~sell 21,667 Units~~other right-of-way areas and providing ongoing operations and maintenance services related to the public improvements. Public improvements are generally, any part or all of the ~~Company’s securities at $15.00 per Unit for~~public improvements authorized to be planned, designed, acquired, constructed, installed, relocated, redeveloped, operated, maintained and/or financed, including necessary and appropriate landscaping, appurtenances and real property to effect such improvements, as generally described in the Colorado Special District Act (Title 32, Article 1, Colorado Revised Statutes) and as may be necessary to serve the future taxpayers and inhabitants of the District, as determined by the District Board, including public improvements within and without the District’s boundaries.

In April 2021, the District closed on its Limited Tax General Obligation and Water Revenue Bonds, Series 2021A and 2021B (“Tax -Exempt Bonds”) raising total proceeds of approximately $65.2 million, $51.2 million of which will be directly used to fund the public improvements. The Tax -Exempt Bonds are an obligation of the District and not of the Company ~~received $325,000~~and will be repaid through ownership taxes and other enterprise revenues collected by the District from property owners residing in ~~proceeds.~~the District.

~~On February 16, 2017,~~Water Rights

In September 2021, the Company ~~renamed US Talc and Minerals~~sold its water rights attributable to ~~RMR Industrial Minerals, Inc.~~the Land under development to the District for a sales price of approximately $5.9 million. The proceeds were received on September 30, 2021, resulting in the recording of a gain on sales of assets of approximately $5.8 million, which was recognized in the consolidated statement of operation for the quarter ended September 30, 2021.

~~F-14~~

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Item 2. ~~Management's~~Management’s Discussion and Analysis of Financial Condition ~~And~~and Results Ofof Operations

The following discussion should be read in conjunction with our consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q. Forward looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward-looking statements are based upon estimates, forecasts, and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in anyThis discussion includes forward-looking statements ~~made by us, or on our behalf. We disclaim any obligation to update forward-looking statements.~~

for purposes of U.S. federal securities laws. See “Cautionary Note Regarding Forward-Looking Statements”.

Overview

Rocky Mountain Industrials, Inc. (“we”, “us”, the “Company” or “RMI”) is dedicated to operating industrial assets in the United States which include minerals, materials, and services. Our vision is to become a key provider of industrial materials and services in the Rocky Mountain region. We have a strategy to own, operate, develop, acquire and vertically integrate complementary industrial businesses.

We were incorporated in the State of Nevada on August 6, 2012 under the name “Online Yearbook” with the principal business objective of developing and marketing online yearbooks for schools, companies, and government agencies.

On November 17, 2014, Rocky Mountain Resource Holdings, Inc. (“RMRH”) became our majority shareholder by acquiring 5,200,000 shares of our common stock (the “Shares”), or 69.06% of the issued and outstanding shares of our common stock, pursuant to stock purchase agreements with Messrs. El Maraana and Salah Blal, our former officers and directors. The Shares were acquired for an aggregate purchase price of $357,670.

On December 8, 2014, weour name was changed ~~our name~~from Rocky Mountain Resource Holdings, Inc. to “RMR Industrials, Inc.” ~~in connection with the change in~~On January 1, 2020, we changed our ~~business plan.~~

name from RMR Industrials, Inc., to “Rocky Mountain Industrials, Inc.”

On February 27, 2015 (the “Closing Date”), we entered into and consummated a merger transaction pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, OLYB Acquisition Corporation, a Nevada corporation and wholly owned subsidiary of the Company (“Merger Sub”), and RMR IP, Inc., a Nevada corporation (“RMR IP”). In accordance with the terms of Merger Agreement, on the Closing Date, Merger Sub merged with and into RMR IP (the “Merger”), with RMR IP surviving the Merger as our wholly owned subsidiary. Chad Brownstein and Gregory M. Dangler are ~~the~~ directors of the Company and were co-owners of RMRH, which was the majority shareholder of the Company prior to the Merger. Additionally, ~~Chad~~Messrs. Brownstein and ~~Gregory~~ Dangler were indirect controlling shareholders and directors of RMR IP prior to the Merger. As such, the Merger was among entities under the common control of ~~Chad~~Messrs. Brownstein and ~~Gregory~~ Dangler. ~~On January 3, 2017, we amended the Articles of Incorporation of RMR IP to change its name to “RMR Logistics, Inc.”~~

On March 10, 2015, we formed United States Talc and Minerals Inc. (“US Talc and Minerals”), incorporated in the State of Nevada as a wholly-owned subsidiary of the Company for the purpose of facilitating future acquisitions. On February 16, 2017, we amended the Articles of Incorporation of US Talc and Minerals to change its name to “RMR Industrial Minerals, Inc.”

~~On May 11, 2016, our Board of Directors changed our fiscal year end from September 30 to March 31.~~

On July 28, 2016, we formed RMR Aggregates, Inc., a Colorado corporation (“RMR Aggregates”), as ~~our~~a wholly owned ~~subsidiary.~~subsidiary of the Company. RMR Aggregates was formed to hold assets ~~whose primary focus is~~primarily relating to the mining and processing of industrial minerals for the manufacturing, construction, and agriculture sectors. These minerals include limestone, aggregates, marble, silica, barite, and sand.

We plan to develop intellectual property and acquire and consolidate complementary industrial assets. Typically these small to mid-sized assets are the core manufacturer and supplier of specific bulk commodity minerals and chemicals distributed to the global manufacturer industry. Our consolidation strategy is to assemble a portfolio of mature and value-add industrial commodities businesses to generate scalable enterprises with a large portfolio of products and services addressing a common and stable customer base. We believe that smaller, legacy-owned industrial companies will benefit from economies of scale and professional asset allocation. Our acquisition strategy seeks to capitalize on the price differential between public company and private company valuations, while also providing the platform to access capital markets and professional management oversight.

~~Recent Developments~~

On October 7,12, 2016, ~~RMR Aggregates entered into~~pursuant to an Asset Purchase Agreement with CalX Minerals, LLC, a Colorado limited liability company (“CalX”)~~. Pursuant to~~, we completed the ~~terms~~purchase of ~~the Asset Purchase Agreement, RMR Aggregates agreed to purchase, and CalX agreed to sell,~~ substantially all of the assets associated with the ~~business of operating the~~ Mid-Continent Limestone Quarry on 41 ~~Bureau of Land Management~~BLM unpatented placer mining claims in Garfield County, ~~Colorado, including~~Colorado. CalX assets include the mining claims, improvements, access rights, water rights, equipment, inventory, contracts, permits, certain intellectual property rights, and other tangible and intangible assets associated with the limestone mining operation. ~~The acquisition~~

During January 2018, the Company formed Rail Land Company, LLC (“Rail Land Company”) as a wholly owned subsidiary of the ~~CalX assets will promote the~~Company to acquire and develop a rail terminal and services facility (“Rail Park”). Rail Land Company purchased 620 acres of real estate located in Bennett, Colorado. The Company’s development ~~and implementation~~ of the Rail Park is intended to expand the Company’s ~~and RMR Aggregates’ limestone mining operations in Colorado.~~

~~The aggregate purchase price~~customer base for ~~the CalX assets is $2,827,624, including the assumption~~our products by ~~RMR Aggregates of certain assumed liabilities specified~~utilizing rail freight capabilities to reach customers in the ~~Asset Purchase Agreement. The closing of the acquisition occurred on October 12, 2016, but for tax, accounting~~greater Denver area and ~~financial purposes, the closing was deemed effective as of September 30, 2016. The purchase price was funded through existing cash on hand~~by expanding our business to include rail transportation solutions and ~~proceeds received from a note purchase agreement, as described in further detail under “Liquidity and Capital Resources” below.~~services.

~~In connection with the acquisition of the CalX assets, we~~On April 26, 2019, RMR Logistics entered into ~~various installment sales contracts~~an asset Purchase agreement with ~~Komatsu Financial~~H2K, LLC, a Colorado Limited ~~Partnership, an equipment manufacturer, on or around December 1, 2016,~~Liability Company (“the Seller”) pursuant to which weRMR Logistics acquired ~~equipment with an aggregate principal value~~the sellers trucking assets. In April 2020, the Company

Table of ~~approximately $531,872. The installment sales contracts require payments over terms~~Contents

began the shutdown of ~~42 to 60 months, with fixed interest rates ranging from 1.99% to 4.78%. The Company’s obligations under these contracts are secured by~~substantially all the ~~purchased equipment.~~

~~Also in connection~~operations of RMR Logistics with the ~~CalX transaction,~~closure of its Wellington, Colorado location and the ~~Company assumed a capital lease agreement with Komatsu Financial Limited Partnership, an equipment manufacturer for mining equipment. The capital lease has a remaining term~~disposal of ~~38 months, with total future minimum lease payments of approximately $135,841.~~

The foregoing descriptions of the installment sales contracts and capital lease agreement do not purport to be complete, and are qualified in their entirety by reference to the full text of such agreements, which are attached hereto as Exhibits 10.11, 10.12, 10.13 and 10.14, and incorporated by reference herein.

its operational assets through auction.

Results of Operations

Comparison of the Three and Nine ~~Month Periods~~Months Ended December 31, ~~2016~~2020 and December 31, ~~2015~~2019

Revenues

Our revenues for the three and ~~nine month~~nine-month periods ended December 31, ~~2016~~2020 were ~~$202,292. No revenues were reported in~~$116,080 and $559,341 respectively. This compares to revenue for the ~~same~~three and nine-month periods ended December 31, 2019 of ~~the prior year. The increase in revenue was attributed to the acquisition of the CalX assets in October 2016.~~$340,696 and $857,260, respectively.

Cost of Goods Sold

Our cost of goods sold for the three and ~~nine month periods~~nine-month period ended December 31, ~~2016~~2020 were ~~$172,815. No~~$191,101 and $534,769 respectively. This compares to cost of goods sold ~~were reported~~for the three and nine-month ended December 31, 2019 of $202,382 and $745,499, respectively. The decrease in costs related to decreased production during the ~~same periods of the prior year. The increase in cost of goods sold was attributed to the acquisition of the CalX assets in October 2016.~~respective periods.

Operating Expenses

Our operating expenses for the three and ~~nine month periods~~nine-month period ended December 31, ~~2016~~2020 were ~~$1,339,657~~$3,198,492 and ~~$3,101,921,~~$9,164,097, respectively. This compares to operating expenses for the three and ~~nine month periods~~nine-month ended December 31, ~~2015~~2019 of ~~$682,647~~$2,712,935 and ~~2,362,363, respectively.~~$8,416,770. Operating expenses consisted of overhead costs related to mining operations, consulting services from related parties, public company costs, ~~personnel~~salaries and ~~other administrative expenses.~~wages, and depreciation and amortization. The increase ~~in operating expenses for the comparative three and nine month periods~~ was due ~~to higher spending~~primarily costs incurred by the Company in ~~consulting and personnel costs, stock-based compensation and incremental operating costs relating~~relation to the ~~CalX asset acquisition.~~Company’s rail park development.

Interest Expense (Income), net

Our interest expense, net for the three and ~~nine month periods~~nine-month period ended December 31, ~~2016~~2020 was ~~$126,195~~$217,369 and ~~$125,927,~~$551,170, respectively, compared to ~~$342~~$100,018 and $241,611 of interest ~~income~~expense for the three and ~~nine month periods~~nine-month ended December 31, ~~2015. The increase in interest expense was attributed to a $2,250,000 note payable issued to an accredited investor in October 2016.~~2019, respectively.

Net Loss Attributable to ~~RMR~~Rocky Mountain Industrials, Inc.

Our net loss for the three and ~~nine month periods~~nine-month period ended December 31, ~~2016~~2020 was ~~$1,378,253~~$3,562,846 and ~~$3,141,299,~~$11,072,154, respectively. This compares to a net loss for the three and ~~nine month periods~~nine-month period ended December 31, ~~2015~~2019 of ~~$682,305~~$2,860,193 and ~~$2,362,021,~~$8,917,469, respectively. ~~The comparative increases in net loss were due to increases in our operating expenses, as described above.~~

Liquidity and Capital Resources

~~Balance Sheets~~

As of December 31, ~~2016,~~2020, we had current assets of ~~$86,346,~~$1,193,900, total current liabilities of ~~$4,620,144~~$9,313,319 and working capital ~~deficit~~deficiency of ~~$4,533,798.~~$8,119,419. We have incurred an accumulated loss of ~~$7,159,859~~$60,279,411 since inception. Our independent auditors issued an audit opinion for our financial statements for the six month transition period ended March 31, 2016, which includes a statement expressing substantial doubt as to our ability to continue as a going concern due to our limited liquidity and our lack of revenues.

~~Estimated Expenses~~

We will be seeking additional capital to execute our business plan and reach positive cash flow from operations. Our base monthly expenses are ~~$50,000~~approximately $200,000 per month. As evidenced by approximately $1.7 million of our current liabilities being owed to related parties, we have relied historically on related parties to sustain the Company’s operations. In order to successfully execute our business plan, the net proceeds of a $10-20 million offering will be required to finance our planned ~~acquisitions~~acquisition and for general working capital purposes.

We do not ~~internally~~ generate adequate cash flows to support our existing operations. Moreover, the historical and existing capital structure ~~of our Company~~ is not adequate to fund our planned growth. Our current cash requirements are significant due to our business plan which ~~will depend on~~contemplates future acquisitions. We anticipate generating losses at least through ~~2017.~~the 2021 fiscal year. We

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anticipate that we will be able to raise sufficient amounts of working capital in the near term through debt or equity offerings as may be required to meet short-term obligations.

~~Recent Financing Arrangements~~

On July 1, 2015, we filed with the Securities and Exchange Commission a registration statement for a public offering of 700,000 units at an offering price of $10.00 per unit. Each unit is comprised of one share of our Class B Common Stock and a warrant to purchase one share of our Class B Common Stock at an initial exercise price of $12.50. In November 2015, we sold 147,500 units to several accredited investors for $1,475,000 in proceeds under this offering.

On March 28, 2016, we issued 10,000 shares of our Class B common stock valued at $100,000 in accordance with a Loan Settlement Agreement and Release for repayment of $100,000 of outstanding liabilities owed to an affiliate of the Company.

On June 30, 2016, we entered into a subscription agreement and sold 40,000 units of our securities to an accredited investor at a price of $10.00 per unit for aggregate proceeds of approximately $400,000. Each unit is comprised of one share of Class B Common Stock and a warrant to purchase one share of our Class B Common Stock at an exercise price of $10.00 per share, exercisable over a two (2) year period.

From September through December 2016, we entered into subscription agreements with accredited investors and sold 106,666 units of our securities at a price of $15.00 per unit for aggregate proceeds of approximately $1,600,000. Each unit is comprised of one share of Class B Common Stock and a warrant to purchase one and a half shares of our Class B Common Stock at an exercise price of $15.00 per share, exercisable over a one (1) year period.

On October 3, 2016, we entered into a note purchase agreement (the “Note Purchase Agreement”) with RMR Aggregates and Central Valley Administrators Inc., a Nevada corporation (“CVA”). Pursuant to the terms of the Note Purchase Agreement, RMR Aggregates sold to CVA, and CVA purchased from RMR Aggregates, a 10% promissory note in an aggregate principal amount of $2,250,000 (the “Note”). The Note has a maturity date of October 3, 2018, and accrues interest at a rate of 10% per annum. RMR Aggregates will use the proceeds from the Note for transaction financing, transaction-related fees and expenses, the CalX acquisition and working capital and general corporate purposes. The obligations of RMR Aggregates and the Company under the Note Purchase Agreement and Note are secured by a security agreement, a share pledge agreement and a voting agreement. The Note Purchase Agreement provides, among other things, that CVA shall have a liquidation right upon an event of default arising from the failure by RMR Aggregates to repay the outstanding principal amount of the Note on the maturity date, meaning CVA can cause RMR Aggregates to sell its assets until it repays the outstanding amount due under the Note. RMR Aggregates has the right to call the Note at any time at par plus accrued interest thereunder. The Note Purchase Agreement contains certain covenants and restrictions, including, for example, provisions stating that so long as the Note is outstanding, RMR Aggregates will not incur any indebtedness other than the Note and subordinated indebtedness in an aggregate amount of up to $1,500,000, or issue any additional shares of its common stock without CVA’s consent.

Other than as stated above, we currently do not have any arrangements for additional financing, and we may not be able to obtain financing when required. Our future is dependent upon our ability to obtain financing, a successful marketing and promotion program, and, further in the future, achieving a profitable level of operations. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments. We will require additional funds to maintain our reporting status with the SEC and remain in good standing with the state of Nevada. There are no assurances that we will be able to raise the required working capital on favorable terms, ~~favorable,~~in a timely manner or ~~that such working capital will be available on any terms when needed.~~at all. Any failure to secure additional financing may force us to modify our business plan. In addition, we cannot be assured of profitability in the future.

Going Concern

We have incurred net losses since our inception on October 15, 2014 through December 31, ~~2016~~2020 totaling ~~$7,159,859~~$60,279,411 and have completed the preliminary stages of our business plan. We anticipate incurring additional losses before realizing any revenues and will depend on additional financing in order to meet our continuing obligations and ultimately to attain profitability. Our ability to obtain additional financing, whether through the issuance of additional equity or through the assumption of debt, is uncertain. Accordingly, our independent auditors’ report on our financial statements for the transition period ended March 31, 2016 includes an explanatory paragraph regarding concerns about our ability to continue as a going concern, including additional information contained in the notes to our financial statements describing the circumstances leading to this disclosure. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business.

Recently Issued Accounting Pronouncements

We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not ~~Required.~~Required

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures ~~are~~were not effective due to the material weakness described below.

In light of the material weakness described below, we performed additional analysis and other post-closing procedures to ensure that ~~information required~~our condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the condensed consolidated financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

Material Weakness and Related Remediation Initiatives

Our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2020, there was a material weakness in our internal control over financial reporting in that, due to budget constraints, the Company’s accounting department does not have sufficient accounting personnel (either in-house or external) necessary to ensure that

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complete and effective financial reporting controls are designed and implemented. Accordingly, we did not perform timely and sufficient internal or external review of our current fiscal year financial reporting, which resulted in untimely financial statement filings.

Remediation of Internal Control Deficiencies and Expenditures

We are developing a plan to address this material weakness, which includes hiring qualified accounting personnel and establishing a formal audit committee. We are uncertain at this time of the costs necessary to remediate the material weakness. Once implemented, remedial controls will have to be ~~disclosed by us~~in place for at least several quarters before management is able to conclude that the material weakness has been remediated. We intend to continue to evaluate and strengthen our internal control over financial reporting systems. These efforts require significant time and resources. If we are unable to establish adequate internal control over financial reporting systems, we may encounter difficulties in the ~~reports that we file~~audit or ~~submit under the Exchange Act is: (i) recorded, processed, summarized~~review of our financial statements by our independent registered public accounting firm, which in turn may have a material adverse effect on our ability to prepare financial statements in accordance with GAAP and ~~reported, within the time periods specified in the Commission's rules and forms, and (ii) accumulated and communicated~~ to comply with our ~~management, including our chief executive officer and chief financial officer, or persons performing similar functions as appropriate to allow timely decisions regarding required disclosure.~~

SEC reporting obligations.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act, during the fiscal quarter ended December 31, ~~2016~~2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Not required.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

~~From September through~~During the nine months ended December ~~2016, we~~31, 2020, the Company entered into subscription agreements with accredited investors (“the Purchasers”) to offer and ~~sold 106,666 units~~sell 14.95 shares of ~~our securities at a price of $15.00 per unit~~Series A-2 Preferred Stock for ~~aggregate proceeds of approximately $1,600,000. Each unit is comprised of one share~~which the Company received $1,500,000 in gross proceeds. During the same period, Purchasers exercised warrants to purchase 2,500 shares of Class B Common Stock ~~and a warrant to purchase one and a half shares of our Class B Common Stock at an exercise price of $15.00 per share, exercisable over a one (1) year period. We intend to use~~for which the proceeds from the sale for general working capital purposes and acquisitions. This sale and issuance of shares was exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involvedCompany received $31,250 in ~~any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.~~gross proceeds.

In January 2017, we entered into subscription agreements with accredited investors and sold 21,667 units of our securities at a price of $15.00 per unit for aggregate proceeds of approximately $325,000. Each unit is comprised of one share of Class B Common Stock and a warrant to purchase one and a half shares of our Class B Common Stock at an exercise price of $15.00 per share, exercisable over a one (1) year period. We intend to use the proceeds from the sale for general working capital purposes and acquisitions. This sale and issuance of shares was exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involved in any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.

Item 3.Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Information regarding mine safety violations is included in Exhibit 95 to this quarterly report.

~~None.~~

Item 5.Other Information

None.

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Item 6. Exhibits

Exhibit Number		Exhibit Description
~~3.1~~	~~Amended and Restated Articles of Incorporation, as amended (incorporated by reference to our Quarterly Report on Form 10-Q filed on August 15, 2016).~~
~~3.2~~	~~Amended and Restated Bylaws (incorporated by reference to our Current Report on Form 8-K filed on February 27, 2015).~~
~~10.1~~	Note Purchase Agreement dated October 3, 2016, by and among RMR Aggregates, Inc., Central Valley Administrators Inc., and RMR Industrials, Inc. (incorporated by reference to our Current Report on Form 8-K filed on October 11, 2016).
~~10.2~~	Promissory Note dated October 3, 2016, by and between RMR Aggregates, Inc. and Central Valley Administrators, Inc. (incorporated by reference to our Current Report on Form 8-K filed on October 11, 2016).
~~10.3~~	Security Agreement dated October 3, 2016, by and between RMR Aggregates, Inc. and Central Valley Administrators, Inc. (incorporated by reference to our Current Report on Form 8-K filed on October 11, 2016).
~~10.4~~	Share Pledge Agreement dated October 3, 2016, by and between RMR Industrials, Inc. and Central Valley Administrators, Inc. (incorporated by reference to our Current Report on Form 8-K filed on October 11, 2016).
~~10.5~~	Voting Agreement dated October 3, 2016, by and between RMR Industrials, Inc. and Central Valley Administrators, Inc. (incorporated by reference to our Current Report on Form 8-K filed on October 11, 2016).
~~10.6~~	~~Form of Subscription Agreement to Purchase Class B Common Stock of RMR Industrials, Inc. (incorporated by reference to our Current Report on Form 8-K filed on October 11, 2016).~~
~~10.7~~	~~Form of Warrant to Purchase Class B Common Stock of RMR Industrials, Inc. (incorporated by reference to our Current Report on Form 8-K filed on October 11, 2016).~~
~~10.8~~	~~Asset Purchase Agreement dated October 7, 2016, by and between CalX Minerals, LLC and RMR Aggregates, Inc. (incorporated by reference to our Current Report on Form 8-K filed on October 11, 2016).~~
~~10.9~~	Transition Services Agreement dated October 7, 2016 by and between Calx Minerals, LLC and RMR Aggregates, Inc. (incorporated by reference to our Current Report on Form 8-K filed on November 10, 2016).
~~10.10~~	~~Guaranty Agreement dated October 7, 2016 by and between Satuit, LLC and RMR Aggregates, Inc. (incorporated by reference to our Current Report on Form 8-K filed on November 10, 2016).~~
10.11*	~~Transfer of Equity and Assumption Agreement dated December 1, 2016, by and among CalX Minerals, LLC, the Company, and Komatsu Financial Limited Partnership.~~
10.12*	~~Transfer of Equity and Assumption Agreement dated December 1, 2016, by and among CalX Minerals, LLC, the Company, and Komatsu Financial Limited Partnership.~~
10.13*	~~Transfer of Equity and Assumption Agreement dated December 1, 2016, by and among CalX Minerals, LLC, the Company, and Komatsu Financial Limited Partnership.~~

31.1*

10.14*	~~Lease Assignment Agreement dated December 1, 2016, by and among CalX Minerals, LLC, the Company, and Komatsu Financial Limited Partnership.~~
31.1*	Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101* 95*		Mine Safety Disclosures

101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data ~~Files.~~File (formatted in Inline XBRL and contained in Exhibit 101)

*Filed herewith

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	~~RMR Industrials, Inc.~~
	ROCKY MOUNTAIN INDUSTRIALS, INC.
~~DATED: March 8, 2017~~	~~By:/s/ Michael Okada~~
Date: December 15, 2021	~~Michael Okada~~ By:	/s/ Brian Fallin
	Brian Fallin
	Chief Executive Officer
	(Principal Executive Officer)

Date: December 15, 2021	By:	/s/ Brian H. Aratani
	Brian H. Aratani
	Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)

	December 31, 2016
	(Unaudited)			March 31, 2016
ASSETS
Current assets
Cash	$	25,868		$	356,287
Accounts receivable		54,188			-
Inventory		1,591			-
Prepaid expenses		4,699			-
Total current assets		86,346			356,287

Property, plant and equipment, less accumulated depreciation		3,524,512			-
Intangible assets, net		41,000			-
Deferred financing costs		66,800			-
Deposits		31,119			-
Other assets		10,000			7,500
Total assets	$	3,759,777		$	363,787

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	830,007		$	531,491
Accounts payable, related party		2,118,233			1,368,233
Accrued liabilities		51,161			-
Accrued liabilities, related party		1,620,743			1,075,743
Total current liabilities		4,620,144			2,975,467

Note payable, net of unamortized discount		1,376,446			-
Equipment loan payable		528,699			-
Capital lease payable		128,273			-
Accrued reclamation liability		45,596			-
Total liabilities		6,699,158			2,975,467

Stockholders' Deficit
Preferred Stock, $0.001 par value, 50,000,000 shares authorized; none issued and outstanding		-			-
Class A Common Stock, $0.001 par value; 2,000,000,000 shares authorized; 35,785,858 shares issued and outstanding		35,786			35,786
Class B Common Stock, $0.001 par value; 100,000,000 shares authorized; 1,112,623 and 990,957 shares issued and outstanding on December 31, 2016 and March 31, 2016, respectively		1,113			991
Common stock subscribed		(300,000	)		-
Additional paid-in capital		4,376,258			1,370,103
Accumulated deficit		(7,159,859	)		(4,018,560	)
Total RMR Industrials stockholders’ deficit		(3,046,702	)		(2,611,680	)
Non-controlling interest		107,321			-
Total stockholders’ deficit	$	(2,939,381	)	$	(2,611,680	)
Total liabilities and stockholders’ deficit	$	3,759,777		$	363,787

	For the three			For the three			For the nine			For the nine
	months ended			months ended			months ended			months ended
	December 31, 2016			December 31, 2015			December 31, 2016			December 31, 2015

Revenue	$	202,292		$	-		$	202,292		$	-
Cost of goods sold		172,815			-			172,815			-
Gross profit		29,477			-			29,477			-
Selling, general and administrative		1,339,657			682,647			3,101,921			2,362,363
Loss from operations		(1,310,180	)		(682,647	)		(3,072,444	)		(2,362,363	)
Interest expense (income), net		126,195			(342	)		125,927			(342	)
Loss before income tax provision		(1,436,375	)		(682,305	)		(3,198,371	)		(2,362,021	)
Income tax expense		-			-			1,050			-
Net loss		(1,436,375	)		(682,305	)		(3,199,421	)		(2,362,021	)
Add: Net loss attributed to noncontrolling interest		58,122			-			58,122			-
Net loss attributable to RMR Industrials, Inc.	$	(1,378,253	)	$	(682,305	)	$	(3,141,299	)	$	(2,362,021	)

Basic and diluted loss attributable to RMR Industrials, Inc. per common share	$	(0.48	)	$	(0.25	)	$	(1.11	)	$	(0.90	)

Weighted average shares outstanding		2,888,256			2,710,929			2,834,311			2,637,912

	Nine months ended December 31, 2016			Nine months ended December 31, 2015
	(Unaudited)			(Unaudited)
Cash flow from operating activities
Net loss	$	(3,199,421	)	$	(2,362,021	)
Depreciation and amortization expense		54,527			5,956
Stock-based compensation		237,476			139,126
Amortization of debt discount		71,074			-
Paid-In-Kind interest		54,814			-
Adjustments to reconcile net loss to net cash used in operating activities
Changes in operating assets and liabilities
Accounts receivable		(54,188	)		-
Prepaid expenses		(4,699	)		-
Inventory		(1,591	)		-
Deposits		(31,119	)		-
Accounts payable		298,516			389,416
Accounts payable, related parties		750,000			876,581
Accrued liabilities		51,161			-
Accrued liabilities, related parties		545,000			630,000
Net cash used in operating activities		(1,228,450	)		(320,942	)

Acquisition of business, net of cash		(2,827,624	)		-
Purchase of property, plant and equipment		(86,672	)		-
Purchase of intangibles and other assets		(2,500	)		(5,000	)
Net cash used in investing activities		(2,916,796	)		(5,000	)

Payments on equipment loan		(3,173	)		-
Proceeds from loan payable		2,250,000			-
Payments on debt issuance costs		(131,800	)		-
Proceeds from issuance of common stock		1,699,800			1,475,590
Payments on offering costs toward issuance of common stock		-			(311,825	)
Net cash provided by financing activities		3,814,827			1,163,765

Net (decrease) increase in cash		(330,419	)		837,823

Cash at beginning of period		356,287			4,733
Cash at end of period	$	25,868		$	842,556

Supplemental cash flow information
Cash paid for interest	$	402		$	-
Cash paid for income taxes	$	1,050		$	-

	Preliminary Allocation


Property, plant and equipment	$	3,491,399
Intangible assets		41,000
Total assets acquired		3,532,399

Equipment loan payable		531,872
Capital lease payable		128,273
Accrued reclamation liability		44,630
Total liabilities assumed		704,775
Net assets acquired	$	2,827,624

	Year ended March 31, 2016			Year ended March 31, 2015
Revenue	$	2,374,573		$	1,776,957
Net loss	$	(2,966,958	)	$	(1,049,516	)

Fiscal year ended March 31:
2017	$	21,449
2018		42,897
2019		42,897
2020		28,598
2021		-
Total future minimum lease payments	$	135,841

Shares of
Units Sold	Proceeds		Common Stock		Warrants		Warrant Price		Warrant Term
40,000	$	400,000		40,000		80,000	$	10.00	2 years
50,000		750,000		50,000		50,000	$	15.00	1 year
56,666		850,000		56,666		85,000	$	15.00	1 year

	Stock Options		Grant Date Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in Years)		Aggregate Intrinsic Value
Outstanding at April 1, 2016		-	$	-
Granted		400,000	$	6.34
Exercised		-	$	-
Forfeited		-	$	-
Expired		-	$	-
Outstanding at December 31, 2016		400,000	$	6.34		9.9	$	-
Vested and expected to vest December 31, 2016		99,999	$	6.34		9.9	$	-
Exercisable at December 31, 2016		99,999	$	6.34		9.9	$	-