DILUTION

The net tangible book value of our company as of September 30, 2012 was $16,675 or $0.003 per share of common stock. Net tangible book value per share is determined by dividing the tangible book value of the
company (total tangible assets less total liabilities) by the number of outstanding shares of our common stock on
September 30, 2012.

Our net tangible book value and our net tangible book value per share will be impacted by the 2,500,000 shares of common stock which may be sold by our company. The amount of dilution will depend on the number of shares sold by our company. The following example shows the dilution to new investors at an assumed offering
price of $0.02 per share.

We are registering 2,500,000 shares of common stock for sale by our company. If all shares are sold at the offering price of $0.02 per share, less potential underwriting discount or commissions equal to ten percent (10%), and estimated offering expenses of $10,500, our net tangible book value as of September 30, 2012 would have been
$51,175 or approximately $0.007 per share. Such an offering would represent an immediate increase in net
tangible book value to existing stockholders of $0.004 per share and an immediate dilution to new stockholders of $0.013 per share. The following table illustrates the per share dilution:

Market Information

Our Class B Common Stock is currently quoted on the OTCQB under the symbol “RMRI”. No shares of Class B Common Stock have traded on the OTCQB to date. We do not intend to apply for a listing of either the Units or the Warrants.

Holders

As of October 7, 2015, there were 50 holders of record of our Class B Common Stock, not including any shareholders holding shares in nominee or “street name” and 3 holders of record of our Class A Common Stock.

Securities Authorized for Issuance Under Equity Compensation Plans

On February 26, 2015, our Board of Directors and our stockholders approved and adopted the RMR Industrials Inc. 2015 Equity Incentive Plan (the “Plan”). 

The Plan permits us to grant a variety of forms of awards, including stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other stock based awards, to allow us to adapt our incentive compensation program to meet our needs. The number of shares of our common stock that may be issued under the Plan to employees, directors and/or consultants in such awards is currently 778,950 shares. Our Board of Directors currently serves as the administrator of the Plan. As of June 30, 2015, no securities have been issued under the Plan.

DETERMINATION OF OFFERING PRICE

Before this offering, no Units have publicly traded. The public offering price of the Units has been determined arbitrarily by us.  In determining the number of Units to be offered and the offering price, we took into consideration our cash on hand and the amount of money we would need to implement our business plan.  Accordingly, the offering price should not currently traded on any exchange. Webe considered an indication of the actual value of the securities. Such prices are subject to change as a result of market conditions and other factors, and we cannot assure you that the Units can be resold at or above their public offering prices.

DIVIDEND POLICY

We plan to retain any marketearnings for the shares will develop or be sustained.

foreseeable future for our operations. We have notnever paid any dividends on our common stock and do not anticipate paying any cash dividends in the foreseeable future. We intendAny future determination to retain any earnings to finance the growth of our business. We cannot assure you that we will ever pay cash dividends. Whether we pay cash dividends in the future will be at the discretion of our Boardboard of Directorsdirectors and will depend uponon our financial condition, operating results, of operations, capital requirements and anysuch other factors that the Boardas our board of Directors decides aredirectors deems relevant. See Management’s

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2015 on:

The information in this table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations.Operations” and our financial statements and related notes thereto included elsewhere in this prospectus.

		Actual				As Adjusted
Cash and cash equivalents		$	4,798			$	6,849,798
Stockholders’ equity:
Preferred stock, par value $0.001 per share: authorized 50,000,000; none issued and outstanding			—				—
Class A common stock, par value $0.001 per share: authorized 2,000,000,000; issued and outstanding 35,785,858			35,786				35,786
Class B common stock, par value $0.001 per share: authorized 100,000,000; issued and outstanding 807,207 actual; authorized 100,000,000; issued and outstanding 1,533,459, as adjusted			807				1,533
Additional paid-in capital			(32,538	)			6,811,736
Accumulated deficit			(1,385,712	)			(1,385,712	)
Total stockholders’ equity			(1,381,657	)			5,463,343
Total capitalization		$	(1,381,657	)		$	5,463,343

The table above does not include 778,950 shares of common stock reserved for future issuance under our 2015 Equity Incentive Plan.

DILUTION

If you invest in our Units, your ownership interest will be diluted to the extent of the difference between the public offering price per Units and the as adjusted net tangible book value per share after this offering. Net tangible book value per share represents the amount of our total tangible assets less total liabilities, divided by the number of shares of Class A and Class B common stock outstanding. Dilution in the as adjusted net tangible book value per share represents the difference between the amount per Unit paid by purchasers of our Units in this offering and the as adjusted net tangible book value per share of common stock immediately after the consummation of this offering.

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Assumed public offering price per Unit						$	10.00
Historical net tangible book value per share as of June 30, 2015		$	(0.53	)
As adjusted increase in net tangible book value per share attributable to new investors in this offering			2.19
As adjusted net tangible book value per share after this offering			1.66
Dilution of as adjusted net tangible book value per share to new investors						$	8.34
Dilution to new investors (%)							83.4	%

As of June 30, 2015, our historical net tangible book value was approximately ($1,383,146) or ($0.53) per share. After giving effect to the sale by us of the 700,000 Units in this offering at a public offering price of $10.00 per Unit, less sales commissions and estimated offering expenses payable by us, our as adjusted net tangible book value as of June 30, 2015 would have been approximately $5,461,854, or approximately $1.66 per share. This represents an immediate increase in net tangible book value of $6,845,000 per share to existing stockholders and an immediate dilution in net tangible book value of $8.34 per share to investors in the Units offered in this offering. This will result in a 83.4% dilution for the new investors in this offering.

A $0.50 increase (decrease) in the public offering price of $10.00 per unit would increase (decrease) our as adjusted net tangible book value after this offering by approximately $350,000, or $0.11 per share, assuming no change to the number of Units offered by us as set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. A 0.5 million decrease in the number of Units would decrease our as adjusted net tangible book value after this offering to $0.17 per share, at a public offering price of $10.00 per share. The dilution of as adjusted net tangible book value per share to new investors in this offering would be $9.33 per share for the decrease after deducting sales commissions and estimated offering expenses payable by us. The as adjusted information discussed above is illustrative only.

The discussion and table above excludes the 778,950 shares of Class B Common Stock reserved for future issuance under our 2015 Equity Incentive Plan

PLAN OF DISTRIBUTION

We are offering to sell 700,000 Units, with each Unit consisting of one share of our Class B Common Stock and one Warrant. Each Warrant entitles the holder to purchase one share of Class B Common Stock at an initial exercise price of $12.50. The Warrants are exercisable immediately and will expire five years from the date of issuance.

Our Units are being offered by our executives on a best-efforts basis, which means there is no commitment on the part of anyone to purchase any of the Units. No sales commissions will be paid to our executive officers in connection with this offering. In the event that an executive officers are unable to raise the full amount of the offering from potential investors, we may decide to engage FINRA members in order to assist us in raising any remaining capital under the offering. In the event we engage FINRA members or foreign broker-dealers, we expect to pay sales commissions of up to 10% of the gross offering proceeds from their sale of the offered Units.

In connection with the Company’s selling efforts in the offering, Gregory M. Dangler and Chad Brownstein will not register as broker-dealers pursuant to Section 15 of the Exchange Act, but rather will rely upon the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer’s securities. Neither Mr. Dangler or Mr. Brownstein are subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Mr. Dangler and Mr. Brownstein will not be compensated in connection with their participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Mr. Dangler and Mr. Brownstein are not, nor have been within the past 12 months, a broker or dealer, and they are not, nor have been within the past 12 months, an associated person of a broker or dealer. At the end of the offering, Mr. Dangler and Mr. Brownstein will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities. Mr. Dangler and Mr. Brownstein will not and have not participated in the selling of any securities for any issuer more than once every twelve months.

We will receive all proceeds from the sale of the 700,000 Units being offered. The price per Unit is fixed at $10.00 for the duration of this offering.  Our Class B Common Stock is listed on OTCQB.

In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which the Company has complied.

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In addition and without limiting the foregoing, the Company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.

Our shares of common stock are subject to the “penny stock” rules of the Securities and Exchange Commission.The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks”. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. A broker-dealer must also provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer, and sales person in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for stock that becomes subject to those penny stock rules.

We will pay all expenses incidental to the registration of the shares (including registration pursuant to the securities laws of certain states) which we expect to be $155,000.

Offering Period and Expiration Date

This offering will start on the date that this registration statement is declared effective by the SEC and terminate on the earlier of (i) the date when the sale of all 700,000 Units is completed, (ii) when the Board of Directors decides that it is in the best interest of the Company to terminate the offering prior the completion of the sale of all 700,000 Units registered under the Registration Statement of which this Prospectus is part or (iii) December 31, 2015. We will not accept any money until this registration statement is declared effective by the SEC.

Procedures for Subscribing

If you decide to subscribe for any Units in this offering, you must

- execute and deliver a subscription agreement; and

- deliver payment via wire transfer to us for acceptance or rejection.

Right to Reject Subscriptions

We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected within 48 hours after we receive them.

DESCRIPTION OF BUSINESS AND PROPERTYSECURITIES TO BE REGISTERED

General

Common Stock

We are authorized to issue up to 2,100,000,000 shares of common stock at a par value of $0.001 per share. As of September 10, 2015, there were 35,785,858 shares and 833,459 shares of Class A and Class B common stock outstanding, respectively. The Companyholders 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, such as an approval of a plan of merger, exchange or conversion, an increase or decrease in the number of authorized shares of a class or series of stock in certain circumstances, and other situations as required by Nevada law where the rights, preferences or limitations of such holders are adversely impacted. On matters which the applicable class of stockholders have the right to vote, each Class A common stock and Class B common stock shall be entitled to one vote per share.

Online Yearbook

The holders of Class A Common Stock and Class B Common Stock will provide, produce, designhave 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 publish online yearbooksClass B Common Stock will be 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, liquidation or winding-up.

The rights, preferences and privileges of holders of common stock are subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock, which may be designated solely by action of the Board of Directors and issued in the future. All outstanding shares of common stock are duly authorized, validly issued, fully paid and non-assessable.

Units

Each Unit consists of one share of Class B Common Stock and one Warrant.

Warrants

In connection with the purchase of each Unit, each investor will receive a Warrant to purchase one share of Class B Common Stock at an initial exercise price of $12.50. The Warrants allow for schools, companiescash or cash-less exercise. The Warrants will expire five years from the date of issuance. We may call the Warrants for redemption as follows:

If the foregoing conditions are satisfied and we call the Warrants for redemption, each Warrant holder will then be entitled to exercise his or her Warrant prior to the date scheduled for redemption. However, there can be no assurance that the price of the Class B Common Stock will exceed the call price or the Warrant exercise price after the redemption call is made.

The exercise price and number of shares of Class B Common Stock issuable on exercise of the Warrants may be adjusted in certain circumstances, including but not limited to in the event of a reclassifications, exchange, substitution or stock dividend. However, the Warrants will not be adjusted for the issuances of common stock or securities convertible or exercisable into common stock at a price below the then current exercise price of the Warrants.

The Warrants may be exercised upon surrender of the Warrant on or prior to the expiration date at the offices of the Company, with the exercise form attached to the Warrant completed and executed as indicated, accompanied by full payment of the exercise price, by certified check payable to us or by wire transfer of immediately available funds to an account designated by us, or by indicating a cash-less exercise, for the number of Warrants being exercised. The Warrant holders do not have captured memories captured yearthe rights or privileges of holders of common stock and any voting rights until they exercise their Warrants and received Class B Common Stock. After issuance of Class B Common Stock upon exercise of the Warrants, each holder will be entitled to one vote for each Class B Common Stock held of record on all matters that may be voted on by year. They chronicle events that shape memories,such holders.

Transfer Agent

The transfer agent for our common stock is Corporate Stock Transfer, Inc., 3200 Cherry Creek South Drive, Suite 430, Denver, Colorado 80209.

LEGAL MATTERS

The validity of the securities offered by this prospectus will be passed upon for us by Greenberg Traurig, LLP, Sacramento, California.

EXPERTS

The audited financial statements of RMR Industrials, Inc. included herein and illuminate moments that define relationships. Yearbooks celebrateelsewhere in the experiences, activities,Registration Statement, have been audited by Hein & Associates LLP, an independent registered public accounting firm, for the periods and people that maketo the year unforgettable.extent set forth in their report (which includes an explanatory paragraph relating to the Company’s ability to continue as a going concern). Such financial statements have been so included in reliance upon the report of such firm given upon the firm’s authority as an expert in accounting and auditing.

Online Yearbooks

INFORMATION WITH RESPECT TO THE REGISTRANT

Overview

RMR Industrials, Inc. was incorporated on October 15, 2014 as a Nevada corporation. We are a development stage company currently focusing on developing and commercializing key intellectual property rights across natural resource related assets. Our business operations focus on developing potential licensing opportunities, joint ventures and strategic alliances, which leverage our management team’s industrial operations experience.

We have acquired proprietary intellectual property rights, including patents to increase oil and gas production. This package of intellectual property, licensed from Colorado School of Mines, which specializes in minerals technology innovation, occurs through modified injection processes. Our active operations have primarily focused on developing commercial opportunities and product line extensions for this industrial based intellectual property.  The enhanced oil recovery process patents include multiple configurations varying the cycles of low-salinity water, carbon dioxide and pumping pressure. Our rights correspond to issued US patent 7,662,275 and US patent applications 61/946062, 61/941869 and 61/950500.

Our current intellectual property portfolio is focused on industrial mineral advancement. Specifically, the extraction of hydrocarbons from reservoirs. Our current sales and marketing effort is dedicated to multiple leading industry operators and service providers, such as oilfield and well completion providers, through licensing and joint venture efforts. Our business methodology is that the academic and corporate cultures provide an environment to source appealing technological and process improvements but lack the teams to properly implement and monetize. Further, we believe our affiliations, capabilities, and key relationships within the academic, corporate and industrial sectors is an advantage to complement our current development plans. Our management team has over 15 years of experience licensing intellectual property from leading universities and corporations.

To complement our current development plans, we have a strategy to own, operate, produce and distribute certain industrial minerals, including but are not commenced its planned principal operationslimited to: feldspar, talc, mica, bentonite, vermiculite, frac sand, aggregates, antimony, barite, silica, ball clays, graphite, sulfur and zeolite. In addition, we also plan to date.  Online Yearbook plansown, operate, produce and distribute certain chemicals, including but not limited to: glycols, ethanolamines, methanol, antifreeze, biocides, corrosion inhibitors, demulsifiers, desalting compounds and dispersants. The experienced management team of RMR Industrials Inc. brings a multi-cycle successful track record of developing and licensing key intellectual property rights and discovering, financing and operating off-market natural resource businesses.

We plan to initiate marketingdevelop, acquire and offer our productsconsolidate complementary industrial commodity assets and intellectual property through capitalizing on the volatile oil markets, down cycles in commodity markets, and other ancillary opportunities. Typically these assets are the core manufacturer and supplier of specific bulk commodity minerals, chemicals and petrochemicals distributed to the marketplace approximately nine months followingglobal manufacturing industry. Part of our 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 do not have any current plans, arrangements, discussions or intentions to engage in a merger or acquisition with any entities or persons to be used as vehicle for a private company to become a publicly reporting company.

Strategy

We plan to organically develop multiple intellectual property assets within our fields’ of expertise. We believe the closingindustrial and natural resource sectors have ample gaps in operations, optimization, and personnel management and the intellectual property we develop will help enable potential licensees to better execute in those areas providing key cost savings or revenue growth. We intend to purchase and develop our own proprietary assets to monetize our own physical resource assets but also license them to producers and industrial consumers in the relevant sectors.

We have been in active discussions with multiple drilling service providers and larger independent energy companies to potentially license our intellectual property. In the current global energy climate, low oil prices require operators and service providers to significantly cut costs and show greater returns on extraction capital. We believe our technology provides that operational advantage to our target customers. For example, low-salinity water injected into carbonate reservoirs, which have undergone sea-water injection for water flooding, can produce additional oil more economically if a low-concentration non-ionic surfactant is added to the low-salinity water and injected as chase fluid. This process can be implemented as low-salinity water flooding – alternating - surfactant augmented in low-salinity water flooding scheme as well. The reasons are:

Our strategy is to evolve from providing primarily patent licenses to providing additional technology, products and services while creating and leveraging strategic synergies to increase revenue. One of our goals is to supplement our patent licensing business with additional licensing opportunities for our technologies, products and services to be incorporated into our customers’ products and/or systems. Our technology licenses are designed to support the implementation and adoption of our technology into our customers’ products or services. Under technology licenses, our customers typically receive licenses to our patents necessary to implement these solutions in their products with specific rights and restrictions to the applicable patents elaborated in their individual contracts with us. 

When implementing our asset acquisition strategy, our due diligence process begins with outlining a framework for each prospective asset’s position within the vision of our consolidation strategy. In defining this framework, we seek to identify the key drivers of the offering.  Operations to date have been devoted primarily to start-upbusiness and development activities, which include the following: 

The Company will take advantage of recent technology that allows for efficient quality printing and the power of online social networks to create printed yearbooks. The Company can accept almost any type of picture for use in yearbooks. The Company will charge comparable prices with the “regular” yearbooks on the market today.

The customer will have the option of keeping the produced yearbook private or allowing general access to the produced yearbook.

Industry Information

Online Social Networking.

Online social networking is growing and evolving to include a wide spectrum of Web sites and online services. According to TechCrunch.com in a June 14, 2012 article the “measurement firm comScore says that unique visits to social networking sites have increased by 6% year-over-year.”http://techcrunch.com/2012/06/14/comscore-us-internet-report-yoy-pinterest-up-4000-amazon-up-30-android-top-smartphone-more/

People have a drive to be part of a community, connect with others, be part of a community, express themselves and maintain personal relationships. Relationships are often based on affiliations related to shared experiences such as family, religion, school, workplace or military service. People seek to foster these relationshipsindustry, as well as the risks associated with each transaction. With our team of management and finance professionals, its board of advisors, and leading industry consultants, our due diligence process includes a full examination of each target’s managerial, operational, financial, legal, and environmental components in relation to how each facet impacts our broader strategy. Our process, while instrumental in identifying the risk level of each transaction, seeks to also identify hidden value-add opportunities within each business and for our broader portfolio.

We believe that the cash flows generated by the diverse business segments that we operate will provide us with the ability to pursue further development and growth acquisitions in order to build on our existing segments, or to establish a new business platform for future growth. To further supplement our capital requirements for future potential acquisitions, we intend to utilize a combination of debt and equity financings, including traditional loans from financial institutions. We will utilize a disciplined approach to identify and evaluate potential acquisitions, only pursuing those that meet our financial and strategic criteria. Our primary criteria focus on accretive assets with positive cash flow in the industrial commodities sectors. These assets should generate annual cash flow of $500,000 to $15,000,000 or annual revenues greater than $10,000,000.  For consolidating businesses within the same sector and business plan, our criteria will be focused on not only acquiring historical cash flows but also incremental products, services, proprietary technology, regional access, new customers or unique advantages.

We have not yet completed the acquisition of any industrial assets or entered into any types of asset purchase agreements, however, we are engaged in advanced negotiations with two companies for which we established a preliminary purchase price and key terms. We believe the target audience has been receptive due to adverse global economic factors in the energy sector, which lead us to anticipate closing on several acquisitions during 2015. With macroeconomic uncertainty and the recent volatility in commodity prices, we believe many companies will be seeking an exit strategy at attractive pricing. These favorable valuations may offer increased flexibility to finance potential acquisition targets through debt or equity securities based on stable historical asset values and expectation of long-term cyclical appreciation of industrial commodity prices.

We are in advanced negotiations to acquire the assets and certain liabilities of a magnesium silicate producer and supplier for the ceramic, paint, plastic, roofing, composite wood and agricultural industries in North America. Due diligence efforts are substantially completed and we have developed a transition plan for post-acquisition integration activities. The purchase price for the potential acquisition would be $19,000,000, plus the assumption of certain liabilities and subject to certain working capital and other meaningful affiliations,post-closing adjustments. However, to date we have not entered into any definitive or binding agreement with such company, and there are no assurances that we will ultimately agree to definitive terms and consummate the acquisition.

Additionally, we are in advanced negotiations with a company that formulates production, drilling and specialty chemicals while also providing contract blending and reclamation services to the energy industry. The preliminary purchase price for the potential acquisition would be $7,500,000, plus the assumption of certain liabilities and subject to certain working capital and other post-closing adjustments. However, to date we have not entered into any definitive or binding agreement with such company, and there are no assurances that we will ultimately agree to definitive terms and consummate the acquisition.

Intellectual Property

Pursuant to an option agreement with the Colorado School of Mines (“CSM”), we have acquired the rights to certain intellectual property from CSM, including issued US patent 7,662,275 and US patent applications 61/946062, 61/941869 and 61/950500 through payment of an advance deposit of $2,500 to exercise our rights in accordance with our option agreement with CSM in July 2015. US patent 7,662,275 is the main patent in which we aim to commercialize our products and services. Our payment secures this intellectual property. The patent applications 61/946062, 61/941869 and 61/950500 are still pending approval with the US Patent and Trademark Office. We believe these applications are complementary and effectively build on the core technology present in US patent 7,662,275. Regardless of the applications in process, we will pursue our plans with the issued patent. We estimate an additional payment of $2,500 to $7,500 to secure the remaining patent rights depending on approvals of the patent applications. These patents describe a process to increase oil and gas production through modified injection processes. Our management views CSM as a highly respected institution which specializes in industrial minerals technology research and believes that CSM could be a valuable technical resource for future intellectual property development. We currently have the right to market and pursue licensing opportunities with these patents and patent applications. We continue to have exclusive rights to negotiate and acquire rights to US patent applications 61/946062, 61/941869 and 61/950500from CSM under our option agreement, which terminates on November 1, 2015 unless extended for an additional $3,000, not to extend past November 25, 2015.

Our success depends in part upon our ability to protect our core technology and intellectual property. To establish and protect our proprietary rights, we will rely on a combination of patents, patent applications, trademarks, copyrights, trade secrets, including know-how, license agreements, confidentiality procedures, non-disclosure agreements with third parties, employee disclosure and invention assignment agreements, and other contractual rights. Many of the asset purchases under consideration include intellectual property which has been typically underutilized or under-leveraged by their current owners. Our plans to maximize value from these assets through focused capital infusion and strategic marketing implementation.

Potential Competitive Strengths

We believe our process to discover, finance, develop and operate unique natural resource, intellectual property and industrial assets provides us a competitive advantage to achieve critical mass through development and acquisition of under-performing assets. Our principals have extensive experience and also collaborated in investing in and operating natural resource assets for many years. We believe our potential competitive strengths to be the following:

Application of Intellectual Property. We have a background in engineering, operations, finance and general management all within the natural resource sectors.

Proprietary Acquisition Sources . We have a long-standing track record of discovering unique assets pertinent to our current business strategy. We will seek to capitalize on the global network and investing and operating experience of our management team to identify, acquire and operate one or more businesses or assets in the industrial minerals mining and processing industry, although we may pursue a business combination in complementary industries, such as thosespecialty chemicals and agriculture.

Status as a Public Company.   Our status as a public company will make us an attractive business partner to other natural resource related companies, and will provide greater access to capital and an increased company profile. 

Management Operating and Investing Experience.  Over the course of their careers, the members of our management team have developed a broad international network of contacts and corporate relationships which we believe will serve as a useful source of investment opportunities. Our executive officers are officers of our sponsor and Rocky Mountain Resources, a privately held natural resources operating company. The management team has applied their deep understanding of historical precedents to the natural resources markets and established a reputation as one of the thought leaders within the natural resources sector. The Management team has been working together for the last ten years, over such time they have assembled a team of natural resources and investment professionals to pursue investments across the industry.

Financing of Asset Acquisitions

In furtherance of seeking assets to complement our development plan, on June 26, 2015, our wholly-owned subsidiary, United States Talc and Minerals Inc. (“USTM”), entered into a non-binding financing arrangement with Auramet International LLC (“Auramet”), whereby subject to certain conditions, including but not limited to, the approval of a satisfactory acquisition candidate, technical due diligence and an executable acquisition purchase agreement, Auramet will loan USTM the principal amount of $12,000,000.  The maturity date of such note will be on the second anniversary of the closing and such note will accrue interest at a rate of 15% annually.  The note shall be secured by a first priority lien on all the assets of USTM.  We have also entered into a non-binding mezzanine financing arrangement with Auramet, whereby subject to meeting certain conditions, Auramet will loan USTM an additional principal amount of $5,000,000. The maturity date of such note will be on the second anniversary of the closing and such note will accrue interest at a rate of 15% annually. The note shall be secured by a second priority lien on certain assets of USTM. There are no assurances that USTM will enter into binding loan agreements with Auramet, and upon terms that are ultimately satisfactory to us. Any such failure will result in USTM and us having to seek financing from other potential sources.

Revenues and Customers

We do not currently generate any revenues. Future revenues will be generated through licensing intellectual property, provision of services and the sale of commodity and industrial assets. We plan to grow revenues by not only expanding sales to existing customers but also expanding customer acquisitions through improved infrastructure. Our future customers are typically manufacturers of ceramics, paints, plastics, paper, rubber, food, cosmetics, and many other consumer products. Customers of industrial chemicals include oil and gas producers and manufacturing facilities.

Industry and Competition

Industrial Minerals: The industrial minerals sector encompasses a large variety of minerals including: chamottes, ball clay, talc, feldspar, graphite, ground silica, kaolin, pegmatite, quartz, mica, bauxite, bentonite, metakaolins, zeolite, frac sand, aggregates and vermiculite. Industrial minerals are used in a variety of end projects for a variety of purposes. These minerals are used in ceramics, paints, plastics, paper, rubber, food, cosmetics, and many other products.

There are significant barriers to entry into industrial mineral production due to the scarcity of economically viable resources from which to extract the minerals. Geographical location of the resource drives a large portion of the competitive advantages or disadvantages of an operation. Large companies in this sector include Imerys, W.R. Grace, and Minerals Technologies.

Talc

Talc is a mineral composed of hydrated magnesium silicate.It is the softest known mineral and listed as “1” on the Mohs hardness scale. Talc is practically insoluble in water and in weak acids and alkalis. It is neither explosive nor flammable. Although it has very little chemical reactivity, talc does have a marked affinity for certain organic chemicals.

Talc is used as a functional filler in the manufacturing of ceramics, rubbers, plastics and paints/coatings. It is also used for pitch control in paper manufacturing and it is used to coat seeds in the agriculture industry.

Based on 2013 United States Geological Survey (“USGS”) data, sales of talc produced domestically were estimated to be 589,000 tons valued at $89 million. Sales of imported talc were estimated at 240,000 tons. We believe the value of imported talc per ton is estimated to be above $300 based on common interests, hobbiesdata collected in the market place. Compared to other pricing indices (such as the S&P 500 and trends.Case-Schiller index), talc has experienced less pricing volatility, and has averaged growth of 3.6% annually, over a 20 year span.

Social networking Web

Montana was the leading producer state, followed by Texas, Vermont, and Virginia. The top three companies accounted for more than 99% of the U.S. talc production.The total estimated use of talc in the United States, including imported talc, was plastics, 27%; ceramics, 18%; paint, 16%; paper, 15%; roofing, 6%; cosmetics, 5%; rubber, 3%; and other, 10%.

Vermiculite

Vermiculite is a hydrated magnesium-aluminum-iron silicate. Raw vermiculite is mica-like in appearance, contains water molecules within its internal structure, and ranges in color from black to various shades of brown to yellow. When vermiculite flakes are heated rapidly to a temperature of 900 °C or higher, the intermolecular water flashes into steam, and the flakes expand into accordion-like particles, which are gold or bronze in color. This expansion process is called exfoliation, and the resulting lightweight material is chemically inert, fire resistant, and odorless.

Vermiculite has a wide range of uses particularly in the agricultural and construction industries because of its various attributes including fire resistance, low thermal conductivity, high liquid absorption capacity, inertness, and low density. In horticulture, vermiculite mixed with peat or other composted materials, such as pine bark, produces a soil-like material well suited as a growing medium for plants.

Based on 2013 USGS data, the end market of about 64,000 tons of exfoliated vermiculite sold or used by producers was valued at about $50.1 million. There are approximately 18 facilities in the US which process vermiculite. There are only two companies which mine vermiculite domestically. U.S. domestic prices for vermiculite concentrate, ex-plant, largely dependent on grade sizing, ranged from $150 to $580 per metric ton in 2014.

Frac Sand

"Frac sand" is a high-purity quartz sand with very durable and very round grains. It is a crush-resistant material produced for use by the petroleum industry. It is used in the hydraulic fracturing process (known as "fracking") to produce petroleum fluids, such as oil, natural gas and natural gas liquids from rock units that lack adequate pore space for these fluids to flow to a well. Most frac sand is a natural material made from high purity sandstone. An alternative product is ceramic beads made from sintered bauxite or small metal beads made from aluminum.

Frac sand is produced in a range of sizes from as small as 0.1 millimeter in diameter to over 2 millimeters in diameter depending upon customer specifications. Most of the frac sand consumed is between 0.4 and 0.8 millimeters in size. Until recently, producers in Wisconsin and Texas were supplying much of the frac sand used by the oil and gas industry. However, a huge spike in demand caused by the natural gas and shale oil boom has motivated many companies to provide this product.

Total industrial sand and gravel production in the United States increased to 62.1 million metric tons (Mt) in 2013 from 50.6 Mt in 2012. Industrial sand production increased by 23%, and industrial gravel production decreased by 20%, compared with that of 2012. The value of production in 2013 was $3.47 billion—a 30% increase from that of 2012 and a record-high value for industrial sand and gravel production. Estimated world production of industrial sand and gravel in 2013 was 142 Mt, a 9% increase compared with 2012 production.

Aggregates

Aggregates are key material components used in the production of cement, ready-mixed concrete and asphalt paving mixes for the residential, nonresidential and public infrastructure markets and are also widely used for various applications and products, such as road and building foundations, railroad ballast, erosion control, filtration, roofing granules and in solutions for snow and ice control. Generally extracted from the earth using surface or underground mining and products, such methods, aggregates are produced from natural deposits of various materials such as limestone, sand and gravel, granite and trap rock.

Markets are typically local due to high transport costs and are generally fragmented, with numerous participants operating in localized markets. According to the March 2014 U.S. Geological Survey, the U.S. market for these products was estimated at approximately 2.1 billion tons in 2013, at a total market value of $18.6 billion. Relative to other construction materials, such as cement, aggregates consumption is more heavily weighted towards public infrastructure and maintenance repair. However, the mix of end uses can vary widely by geographic location, based on the nature of construction activity in each market. Typically, three to six competitors comprise the majority market share of each local market because of the constraints around the availability of natural resources and transportation. 

Industrial Chemicals:Chemical distribution is a cyclical business dependent on industrial demand. The profitability of individual companies depends on an efficient distribution system. Larger companies can offer more products and services. Local and regional distributors can compete effectively through superior service or geographic focus.

Chemical products in the oil and gas field segment includes iron sulfide, demulsifiers, corrosion inhibitor, emulsion breaker, paraffin solvent, biocides, methanol, dispersant and scale inhibitor. Companies create proprietary blends of these chemicals based on regional production research to solve and prevent production problems.

Other chemical products used in the manufacturing, peroxide stabilization, surface refinishing and as catalysts include inorganic, organometallic, metal and acid chemicals. This industry produces basic inorganic chemicals including titanium dioxide, chlor-alkali products and carbon black. Inorganic chemicals are mineral based, while organic chemicals are carbon based. Inorganic chemicals are mainly used as inputs in manufacturing and industrial processes. Inorganic chemicals used as pigments and dyes. Distribution networks are the primary channel through which these chemicals are sold to manufacturers.

The U.S. industry is concentrated: the largest 50 companies generate more than half of the revenue. Imports to the US of industrial chemicals and plastic resins, largely from Canada, Germany, Japan, and China, are substantial. Many of these imports move through chemical distributors. Canada, Mexico, China, Belgium, and Japan are the top recipients of US chemical exports. Major players in the global chemical market include: DuPont, PPG, BASF, Dow, Bayer, and DSM.

Government Regulation

Our operations will be subject to extensive federal, state and local laws, regulations and ordinances in the United States and abroad relating to the protection of the environment and human health and to safety, including those pertaining to chemical manufacture and distribution, waste generation, storage and disposal, discharges to waterways, and air emissions and various other health and safety matters. Governmental authorities have the power to enforce compliance with their regulations, and violators may be subject to civil, criminal and administrative penalties, injunctions or both. We will devote significant financial resources to ensure compliance, and we believe that we are in substantial compliance with all the applicable laws and regulations.

We anticipate that the regulation of our business operations under federal, state and local environmental laws in the United States and abroad will increase and become more stringent over time. We cannot estimate the impact of increased and more stringent regulation on our operations, future capital expenditure requirements or the cost of compliance.

United States Regulation. Statutory programs relating to protection of the environment and human health and to safety in the United States include, among others, the following.

CERCLA. The Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, also known as “CERCLA” and “Superfund”, and comparable state laws generally impose joint and several liability for costs of investigation and remediation and for natural resource damages, without regard to fault or the legality of the original conduct, on certain classes of persons with respect to the release into the environment of specified substances, including under CERCLA those designated as “hazardous substances.” These persons include the present and certain former owners or operators of the site where the release occurred and those that disposed or arranged for the disposal of the hazardous substance at the site. These liabilities can arise in association with the properties where operations were conducted, as well as disposal facilities where wastes were sent. Many states have adopted comparable or more stringent state statutes. In the course of our operations, we generated materials that fall within CERCLA’s definition of hazardous substances. We may be the owner or operator of sites fulfillon which hazardous substances have been released and may have generated hazardous substances that have been transported to or otherwise released upon offsite facilities. We may be responsible under CERCLA for all or part of the costs to clean up facilities at which such substances have been released by previous owners or operators and offsite facilities to which our wastes were transported and for associated damages to natural resources.

Resource Conservation and Recovery Act. The federal Resource Conservation and Recovery Act, as amended (“RCRA”) and comparable state laws regulate the treatment, storage, disposal, remediation and transportation of wastes, specifically under RCRA those designated as “hazardous wastes.” The EPA and various state agencies have limited the disposal options for these wastes and impose numerous regulations upon the treatment, storage, disposal, remediation and transportation of them. Our operations generate wastes that are subject to RCRA and comparable state statutes. Furthermore, wastes generated by our operations that are currently exempt from treatment as hazardous wastes may be designated in the future as hazardous wastes under RCRA or other applicable statutes and, therefore, may be subject to more rigorous and costly treatment, storage and disposal requirements. Governmental agencies (and in the case of civil suits, private parties in certain circumstances) can bring actions for failure to comply with RCRA requirements, seeking administrative, civil, or criminal penalties and injunctive relief, to compel us to abate a solid or hazardous waste situation that presents an imminent or substantial endangerment to health or the environment.

Clean Water Act. The federal Clean Water Act imposes restrictions and strict controls regarding the discharge of wastes and fill materials into waters of the United States. Under the Clean Water Act, and comparable state laws, the government (and in the case of civil suits, private parties in certain circumstances) can bring actions for failure to comply with Clean Water Act requirements and enforce compliance through civil, criminal and administrative penalties for unauthorized discharges of hazardous substances and of other pollutants. In the event of an unauthorized discharge of wastes, we may be liable for penalties and subject to injunctive relief.

Clean Air Act . The federal Clean Air Act (CAA), as amended and comparable state and local laws restrict the emission of air pollutants from many sources and also impose various monitoring and reporting requirements. These laws may require us to obtain pre-approval for the construction or modification of certain projects or facilities expected to produce or significantly increase air emissions, obtain and strictly comply with air permit requirements or utilize specific equipment or technologies to control emissions. Governmental agencies (and in the case of civil suits, private parties in certain circumstances) can bring actions for failure to strictly comply with air pollution regulations or permits and generally enforce compliance through administrative, civil or criminal enforcement actions, resulting in fines, injunctive relief (which could include requiring us to forego construction, modification or operation of sources of air pollutants) and imprisonment. While we may be required to incur certain capital expenditures for air pollution control equipment or other air emissions-related issues, we do not believe that such requirements will have a material adverse effect on our operations.

Greenhouse Gas Regulation .. More stringent laws and regulations relating to climate change and greenhouse gases (GHGs) may be adopted in the future and could cause us to incur material expenses in complying with them. The EPA has begun to regulate GHGs as pollutants under the CAA. The EPA adopted rules to permit GHG emissions from stationary sources under the Prevention of Significant Deterioration and Title V permitting programs including the “Prevention of Significant Deterioration and Title V Greenhouse Gas Tailoring Rule,” requiring that the largest sources first obtain permits for GHG emissions. The United States Supreme Court, however, ruled that the EPA did not have the authority to require permits for GHG emissions and also did not have the authority to adopt that rule. The Court did hold that if a source required a permit under the program because of other pollutants, the EPA had the authority to require that the source demonstrate that it would use the best available control technology to minimize GHG emissions that exceeded a minimal amount.

Because of the lack of any comprehensive legislation program addressing GHGs, the EPA is using its existing regulatory authority to promulgate regulations requiring reduction in GHG emissions from various categories of sources, starting with fossil fuel-fired power plants. There is a great deal of uncertainty as to how and when additional federal regulation of GHGs might take place. Some members of Congress have expressed the intention to promote legislation to curb the EPA’s authority to regulate GHGs. In addition to federal regulation, a number of different needs, allowing usersstates, individually and regionally, and localities also are considering implementing or have implemented GHG regulatory programs. These regional and state initiatives may result in so–called cap–and–trade programs, under which overall GHG emissions are limited and GHG emission “allowances” are then allocated and sold to find and connectbetween persons subject to the program. These and possibly other regulatory requirements could result in our incurring material expenses to comply, for example by being required to purchase or to surrender allowances for GHGs resulting from other operations or otherwise being required to control or reduce emissions.

Occupational Safety. Our operations are also governed by laws and regulations relating to workplace safety and worker health, principally the Occupational Safety and Health Act (OSHA) and its regulations. The OSHA hazard communication standard, the EPA’s community right-to-know regulations and similar state programs may require us to organize and/or disclose information about hazardous materials used or produced in our operations. We believe that we are in substantial compliance with individuals from their pastthese applicable requirements.

Foreign Regulation. We are subject to various laws, regulations and interactordinances to protect the environment, human health and safety promulgated by the governmental authorities in Mexico, Europe, Singapore, and in other countries where we do business. Each country has laws and regulations concerning waste treatment, storage and disposal, discharges to waterways, air emissions and workplace safety and worker health. Their respective regulatory authorities are given broad authority to enforce compliance with new people based on shared interests, goals or other criteria. Many social networking Web sitesenvironmental, health and services provide users with toolssafety laws and regulations, and can require that enable individuals to identify, buildoperations be suspended pending completion of required remedial action.

Licenses, Permits and maintain personal networks from their relevant affiliations. Users of social networking services may interactProduct Registrations. Certain licenses, permits and communicate through email as well as through a variety of other online forums, including instant messaging, blogging, the posting of pictures and videos, voice chat and discussion groups. Many advertisers, recognizing that consumers spend an increasing amount of time online, view social networking Web sites as an attractive marketing mediumproduct registrations are required for theirour products and services.operations in the United States, and in other countries where we do business. The licenses, permits and product registrations are subject to revocation, modification and renewal by governmental authorities. In the United States in particular, producers and distributors of chemicals such as penta and creosote are subject to registration and notification requirements under federal law (including under the Federal Insecticide, Fungicide and Rodenticide Act (“FIFRA”) and the Toxic Substances Control Act, and comparable state law) in order to sell those products in the United States. Compliance with these laws has had, and in the future will continue to have, a material effect on our business, financial condition and results of operations. Under FIFRA, the law’s registration system requires an ongoing submission to the EPA of substantial scientific research and testing data regarding the chemistry and toxicology of pesticide products by manufacturers.

Employees

As of October 1,2012, we had no employees and one independent contractor, with the remainder of the company’s work being done by management. We consider our relations with our employees to be good.Employees

Description of Property

We currently leasehave 2 full-time employees.

Description of Property

We currently own no real property or equipment. The Company occupies office space at 701 N. Green Valley Pkwy 200, Henderson, NV 89074, as9595 Wilshire Bl., Suite 310, Beverly Hills, California 90212. This office space is provided at no charge by an affiliate of Rocky Mountain Resource Holdings, Inc., which is a shareholder of the Company. The Company feels that this space is sufficient until the Company significantly expands operations.

Legal Proceedings

There are no material pending legal proceedings to which we are a party or to which any of our principal offices.. We believe these facilitiesproperty is subject, nor are there any such proceedings known to be contemplated by governmental authorities. None of our directors, officers or affiliates is involved in good condition, but that we may needa proceeding adverse to expand our leased space asbusiness or has a material interest adverse to our expansion efforts increase.business.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

The following discussion of our financial condition and results of operations should be read in conjunction with (i) our audited financial statements as of September 30, 2012 that appear elsewhere in this registration statement. This registration statement contains certain forward-looking statements and our future operating results could differ materially from those discussed herein. Certain statements contained in all parts of this discussion, including, without limitation, statements containing the words "believes", "anticipates," "expects" and the like, constitute "forward - looking statements"document that are not historical facts are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 as amended, and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements include, but are not limited to, those relating to the following: our ability to secure necessary financing; expected growth; future operating expenses; future margins; fluctuations in interest rates; ability to continue to grow and implement growth, and regarding future growth, cash needs, operations, business plans and financial results and any other statements that are not historical facts.

When used in this document, the words “anticipate,” “estimate,” “expect,” “may,” “plans,” “project,” and similar expressions are intended to be among the statements that identify forward-looking statements. Our results may differ significantly from the results discussed in the forward-looking statements. Such statements involve risks and uncertainties, including, but not limited to, those relating to costs, delays and difficulties related to our dependence on our ability to attract and retain skilled managers and other personnel; the intense competition within our industry; the uncertainty of our ability to manage and continue our growth and implement our business strategy; our vulnerability to general economic conditions; accuracy of accounting and other estimates; our future financial and operating results, cash needs and demand for services; and our ability to maintain and comply with permits and licenses; as well as other risk factors described in this Registration Statement. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those projected.

Overview

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. (the “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, we changed our name to “RMR Industrials, Inc.” in connection with the change in our business plan.

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 directors of the Company and co-owners of RMRH which was the majority shareholder of the Company prior to the Merger. Additionally, Messrs. Brownstein and 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 Messrs. Brownstein and Dangler.

We have acquired the rights to certain intellectual property from the Colorado School of Mines (“CSM”), including issued US patent 7,662,275 and US patent applications 61/946062, 61/941869 and 61/950500 through payment of an advance deposit in accordance with our option agreement with CSM in July 2015. We currently have the right to market and pursue licensing opportunities with these patents. We will obtain full title and ownership to the patent rights once we have paid the remaining balance under the option agreement, which terminates on November 1, 2015 unless extended for an additional $3,000 for each of two available three-month periods, not to extend past November 25, 2015. These patents describe a process to increase oil and gas production through modified injection processes. Our management views CSM as a highly respected institution which specializes in industrial minerals technology research and believes that CSM could be a valuable technical resource for future intellectual property development 

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.

Results of Operations

Three Months Ended June 30, 2015 and from October 15, 2014 (inception) to June 30, 2015

Revenues

We have a limited operational history. From inception on October 15, 2014 to June 30, 2015, we did not generate any revenues.

Operating Expenses 

Our operating expenses for the three months ended June 30, 2015 was $537,248, and for the period from October 15, 2014 (inception) through June 30, 2015 was $1,385,712. Operating expenses consisted of consulting services from related parties, public company costs and amortization of intangible assets.

Net Loss

During the three months ended June 30, 2015 and the period from October 15, 2014 (inception) through June 30, 2015, we recognized net losses of $537,248 and $1,385,712, respectively.

Liquidity and Capital Resources

On June 30, 2015, we had current assets of $4,798, total current liabilities of $1,387,944 and working capital deficit of $1,383,146. We have incurred an accumulated loss of $1,385,712 since inception. Our independent auditors have issued an audit opinion for our financial statements for the period ended January 31, 2015, 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.

During the period from inception to June 30, 2015, we raised $4,798 through the issuance of common stock by subscription agreements.

On June 26, 2015, our wholly-owned subsidiary, United States Talc and Minerals Inc. (“USTM”), entered into a non-binding financing arrangement with Auramet International LLC (“Auramet”), whereby subject to certain conditions, including but not limited to, the approval of a satisfactory acquisition candidate, technical due diligence and an executable acquisition purchase agreement, Auramet will loan USTM the principal amount of $12,000,000.  The maturity date of such note will be on the second anniversary of the closing and such note will accrue interest at a rate of 15% annually.  The note shall be secured by a first priority lien on all the assets of USTM.  We have also entered into a non-binding mezzanine financing arrangement with Auramet, whereby subject to meeting certain conditions, Auramet will loan USTM an additional principal amount of $5,000,000. The maturity date of such note will be on the second anniversary of the closing and such note will accrue interest at a rate of 15% annually. The note shall be secured by a second priority lien on certain assets of USTM. There are no assurances that USTM will enter into binding loan agreements with Auramet, and upon terms that are ultimately satisfactory to us. Any such failure will result in USTM and us having to seek financing from other potential sources.

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 per month. In order to successfully execute our business plan, the net proceeds of a $10-20 million offering will be required to finance our planned 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 is not adequate to fund our planned growth. Our current cash requirements are significant due to our business plan which will depend on future acquisitions. We anticipate generating losses through 2015. We 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, including by issuing Units through a public offering. On July 1, 2015, we filed with the Securities and Exchange Commission an initial registration statement for this public offering of 700,000 Units at an offering price of $10.00 per share.

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 terms favorable, or that such working capital will be available on any terms when needed. 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 June 30, 2015 totaling $1,385,712 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 year ended January 31, 2015 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.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, the Company is not required to provide this disclosure.

DIRECTORS AND EXECUTIVE OFFICERS

Set forth below are the names, ages and present principal occupations or employment, and material occupations, positions, offices or employments of our current Directors and executive officers.

Biographies

Chad Brownstein is the Chief Executive Officer of RMR IP, where he is responsible for the corporate strategy and board oversight for all investments. Since 2014, Mr. Brownstein has been the Chief Executive Officer and Director of RMR Industrials, Inc. (“RMRI”), an industrial commodities company. Mr. Brownstein is responsible for assisting the corporate strategy and board oversight for all acquisition opportunities at RMRI. Since 2008, Mr. Brownstein has been a partner at Rocky Mountain Resource Holdings and/or its predecessor affiliates, a natural resources operating and investment company. Mr. Brownstein has been a member of the board of directors beginning in 2009, and is currently lead independent director and the Vice Chairman of the Banc of California. Previously, from 2009 to 2012, Mr. Brownstein was a principal member of Crescent Capital Group, an investment firm (formerly Trust Company of the West Leveraged Finance Group) focused on special situations. During 2008, Mr. Brownstein was a Senior Advisor at Knowledge Universe Ltd., a global education company, where he focused on turnaround operations. From 2000 to 2007, he was a Partner at ITU Ventures, a venture capital firm, making venture and growth investments with a specialization in corporate strategy. Mr. Brownstein began his career in 1996 at Donaldson Lufkin & Jenrette in the Merchant and Investment Banking divisions. Mr. Brownstein is either a current or past member of the Cedars Sinai Board of Governors, Los Angeles Conservation Corps, Prospect Global Resources, and The Palisades Group LLC, a Banc of California Company. Mr. Brownstein attended Columbia Business School and received his B.A. from Tulane University.

Gregory Dangler is the President and Chief Financial Officer of RMR IP, where he is responsible for the day-to-day operations of all business units. Since 2014, Mr. Dangler has been the President, Chief Financial Officer, and Director of RMRI, an industrial commodities company. Mr. Dangler is responsible for the day-to-day operations and corporate financial strategy of RMRI. Since 2008, Mr. Dangler has been a partner at Rocky Mountain Resource Holdings and/or its predecessor affiliates, a natural resources operating and investment company. Previously, from 2012-present, Mr. Dangler has served in multiple capacities, including Chief Restructuring Officer of Prospect Global Resources, a natural resource development company. Prior to that, in 2009, Mr. Dangler founded a venture-backed technology company. As the Chief Executive, he raised institutional capital and expanded its global presence with operating interests in Africa and South America. From 2006 to 2007, Mr. Dangler was an associate with ITU Ventures, a venture capital firm, making venture and growth investments. While with ITU, Mr. Dangler executed private and public equity transactions, directed M&A activity, and provided strategic support to portfolio companies. In 2000, Mr. Dangler began his career in the U.S. Air Force and by 2004 was managing complex infrastructure projects. Mr. Dangler received a BS in Mechanical Engineering from the United States Air Force Academy and an MBA from the University of Southern California’s Marshall School of Business.

Andrew Peltz is a Partner at Peltz Capital Management (“PCM”). Prior to forming PCM in 2003, Mr. Peltz worked at Triarc Companies, Inc. from 1999 to 2003 where he held the titles of Vice President, Investment Services and as an Associate of Corporate Development. He was primarily responsible for the day-to-day oversight of Triarc’s $650 million plus investment portfolio. Prior to Triarc, Mr. Peltz was Senior Investment Banker at Credit Agricole Lazard Financial Products Bank from 1997 to 1998, which is a joint venture between Lazard Freres & Co. and Credit Agricole, specializing in structured finance transactions. From 1996 to 1997, Mr. Peltz also served as a marketing associate for Lazard Asset Management, a division of Lazard Freres & Co., where he marketed their vast array of fixed income, equity and alternative investment products. Mr. Peltz holds a BFA from New York University.

The Company believes that Mr. Peltz’s education and management and accounting experience make him a valuable member to the Company’s board of directors.

Board Composition

Our By-Laws provide that the Board of Directors shall consist of not less than one nor more than fifteen directors. Each director of the Company serves until his successor is elected and qualified, subject to removal by the Company's majority shareholders. Each officer shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined by the Board of Directors, and shall hold his office until his successor is elected and qualified, or until his earlier resignation or removal.

Audit Committee

Our Board of Directors has not established a separate audit committee within the meaning of Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the Exchange Act)“Exchange Act”). However,Instead, the entire Board of Directors acts as we will issue ―penny stock, as such term is defined in Rule 3a51-1 promulgated underthe audit committee within the meaning of Section 3(a)(58)(B) of the Exchange Act we are ineligibleand will continue to rely on these safe harbor provisions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied bydo so until such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to announce publicly the results of any revisions of the forward -looking statements contained herein to reflect future events or developments. For information regarding risk factors that could havetime as a material adverse effect on our business, refer to the Risk Factors section of this prospectus beginning on page 4.

Plan of Operation

Online Yearbook will provide, produce, design and publish online yearbooks for schools, companies and government agencies.

Other than the shares offered by this prospectus, no other source of capitalseparate audit committee has been identified or sought at this time.   The amountestablished.

Code of cash the Company currently has on hand is sufficient to meet its obligations and conduct planned operations for a minimum of six months or until this filing is effective.  Our officer and director is not taking a salary and we have budgeted our current cash on hand to last for the duration of this time period.  Once this filing is effective and we initiate our offering; if we experience a shortfall in operating capital prior to funding from the proceeds of this offering, our sole officer and director, has verbally agreed to advance the Company funds to complete the registration costs and other costs that occur while furthering our planned operations until the potentially six months that the offering will continue.  The majority shareholder has pledged his support to fund continuing operations; however there is no written commitment to this effect.  The Company is dependent upon the continued support of this member.  Our officers and directors, have agreed to advance the Company funds to meet its obligations including the expenses necessary to stay current with accounting and audit, registration costs, and other cost that occur until the potentially six months that the offering will continue.  We anticipate the costs of these obligations could total approximately $10,000 and these advances will not be repaid from the raised funds.  While management estimates $10,000 for such costs; there is no maximum amount of funds that our officers and directors have agreed to provide.  Our officers and directors as our the sole offices and directors, and although they haves orally agreed to fund such amounts, as the sole officer and director such agreement is not binding and therefore it is within their sole discretion to provide such funds.

The funds raised through our offering are budgeted to sustain operations for a twelve month period following the closing.   Raising the Maximum Offering will enable the Company to complete the programming, development, and marketing of the Online Yearbook package.

The Company plans to commence operations and execute its business plan as discussed in the “Use of Proceeds” section upon receipt of the first proceeds received from the raise.  Release of the funds to the Company is based upon our escrow agent, Law Offices of Harold P. Gewerter, Esq. Ltd., reviewing the records of the depository institution holding the escrow to verify that that the checks have cleared prior to releasing the funds to the Company.

The Company is an emerging growth company under the Jumpstart Our Business Startups Act.

The Company shall continue to be deemed an emerging growth company until the earliest of--

‘(A) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;Ethics

 ‘(B) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title;

‘(C) the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or

 ‘(D) the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.’.

As an emerging growth company the company is exempt from Section 404(b) of Sarbanes Oxley.   Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures.

Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.

As an emerging growth company the company is exempt from Section 14A(a) and (b) of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.

The Company has irrevocably opted outadopted a Code of Ethics applicable to all Company directors, officers and employees which is available upon written request to the Company at c/o RMR Industrials, Inc., 9595 Wilshire Blvd, Suite 310, Beverly Hills, CA 90212

Potential Conflicts of Interest

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executives or directors.

Involvement in Certain Legal Proceedings

No director, executive officer, significant employee or control person of the extended transition period for complyingCompany has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.

Compliance with new or revised accounting standardsSection 16(a) Of the Exchange Act

Section 16(a) of the Exchange Act requires our directors, executive officers, and shareholders holding more than 10% of our outstanding Class B Common Stock to file with the SEC initial reports of ownership and reports of changes in beneficial ownership of our Class B Common Stock. Executive officers, directors, and persons who own more than 10% of our Class B Common Stock are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.

Based solely upon a review of Forms 3, 4, and 5 delivered to us as filed with the SEC during our most recent fiscal year, none of our executive officers and directors, and persons who own more than 10% of our Class B Common Stock failed to timely file the reports required pursuant to Section 107(b)16(a) of the Exchange Act.

The trends

Nominations to the Board of Directors

Our directors take a critical role in guiding our strategic direction and oversee the management of the industryCompany. Board candidates are reflectiveconsidered based upon various criteria, such as their broad-based business and professional skills and experiences, a global business and social perspective, concern for the long-term interests of the economic atmosphere thatshareholders, diversity, and personal integrity and judgment

In addition, directors must have time available to devote to Board activities and to enhance their knowledge in the country finds itselfgrowing business. Accordingly, we seek to attract and retain highly qualified directors who have sufficient time to attend to their substantial duties and responsibilities to the Company.

In carrying out its responsibilities, the Board will consider candidates suggested by shareholders. If a shareholder wishes to formally place a candidate’s name in nomination, however, he or she must do so in accordance with the provisions of the Company’s Bylaws. Suggestions for candidates to be evaluated by the directors must be sent to the Board of Directors, c/o RMR Industrials, Inc., 9595 Wilshire Blvd, Suite 310, Beverly Hills, CA 90212.

Board Leadership Structure and Role on Risk Oversight

Gregory Dangler, Chad Brownstein, and Andrew Peltz comprise our Board of Directors, with Mr. Brownstein serving as our Chief Executive Officer. We have determined this leadership structure isappropriate for us due to our small size and limited operations and resources. The Board of Directors will continue to be affected byevaluate our leadership structure and modify as appropriate based on our size, resources and operations.

Currently, our Board of Directors is establishing procedures to determine an appropriate role for the overall economic conditionBoard of the United StatesDirectors in the future. The wide diversification of the yearbooks and customers seeking the product and services owned by our Company will determine the direction and the amount of attention given to any one area at any given time depending on the demands of the industry at that time and in the future.

Liquidity and Capital Resources

At September 30, 2012 we had $19,075 in current assets compared to $0 at September 30, 2011. Current liabilities at September 30, 2012 totaled $2,400 compared to $0 at September 30, 2011 and consisted of accounts payable.

At September 30, 2012, we had $17,575 in cash. Our current liabilities at September 30, 2012 consisted of accounts payable in the amount of $2,400.

We have no material commitments for the next twelve months, aside from independent contractor fees and rent on our primary office space. We will however require additional capital to meet our liquidity needs. Currently the Company has determined that its anticipated monthly cash flow needs should not exceed of $20,000 for the first 6 months. Expenses are expected to increase in the second half of 2013 due to a projected need to increase personnel. We anticipate that we will receive sufficient proceeds from investors through this offering, to continue operations for at least the next twelve months; however, there is no assurance that such proceeds will be received and there are no agreements or understandings currently in effect from any potential investors. It is anticipated that the company will receive revenues from operations in the coming year, however, since the Company has made no revenues to date, it is difficult to anticipate what those revenues might be, if any, and therefore, management has assumed for planning purposes only that it may need to sell common stock, take loans or advances from officers, directors or shareholders or enter into debt financing agreements in order to meet our cash needs over the coming 12 months.

Results of Operations

We did not generate any revenue from August 6, 2012 (inception) to September 30, 2012. For the periodended September 30, 2012 our expenses were $9,325 compared to $0 in 2011. Expenses consisted of professional fees of $6,300 and general and administrative of $3,025. As a result, we have reported a net loss of $9,325 for the period ended September 30, 2012.

The Company’s revenues are expected to be derived primarily from subscriptions to the Company’s yearbooks. The Company has suffered operating losses since its inception, primarily as a result of start up costs including market research, test and development of its website to date.

Going Concern

The future of our company is dependent upon its ability to obtain financing and upon future profitable operations.. Management has plans to seek additional capital through a private placement and public offering of its common stock if necessary. These conditions raise substantial doubt about our company's ability to continue as a going concern.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. In general, management's estimates are based on historical experience, on information from third party
professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Cash and Cash Equivalents. The Company considers all highly liquid short-term investments with maturities of less than three months when acquired to be cash equivalents.

Equipment, Furniture and Leasehold Improvements. Equipment, furniture and leasehold improvements are recorded at cost and depreciated on a straight-line basis over the lesser of their estimated useful lives, ranging from three to seven years, or the life of the lease, as appropriate.

Impairment of Long-Lived AssetsLong-lived assets are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future net cash flows expected to be generated by such assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the discounted expected future net cash flows from the assets.

Revenue Recognition. The Company recognizes revenue when all four of the following criteria are met: (i) persuasive evidence that an arrangement exists; (ii) delivery of the products and/or services has occurred; (iii) the fees earned can be readily determined; and (iv) collectability of the fees is reasonably assured. The Company
recognizes revenue from research contracts as services are performed under the agreements.

Research and Development and Patent Costs. All research and development costs, including all related salaries, clinical trial expenses, regulatory expenses and facility costs are charged to expense when incurred.
Expenditures related to obtaining and protecting patents are also charged to expense when incurred, and are included in research and development expense.

Loss Per Common Share. Basic net loss per share is calculated by dividing the net loss by the weighted - average number of common shares outstanding for the period, without consideration for common stock equivalents.

OUR MANAGEMENT

Directors, Executive Officers, Promoters and Control Persons

Directors, Executive Officers

Mr. El Maraana

Mr. El Maraana, our President, and Director since August 6, 2012, have been involved in the photography industry from 1991 Mr. Maraana own his solo proprietor photography business to the present. Located Ashdod Israel, the mail clients are school in south Israel,

Mr. Maraana was working with Mr. Salah Blal as a photographer and he has extensive experience with schools as a photographer and with yearbook programs.

Mr. Salah Blal

Mr. Salah Blal has been our Secretary, Treasurer and a Director since we were incorporated on August 6, 2012.  In 2000, Mr. Blal founded a solo proprietor of Digit business, which is creating multimedia projects for organizations and schools includes slideshows reunions and memories events, and since then he was owner and manager. Mr. Blal is responsible for establishing the business, defining software requirements, marketing goals, and hiring marketing people, office employees, and subcontractors. Mr. Blal works with Mr, Maraana since 2001.
risk oversight function.

Compensation Committee Interlocks and Insider Participation

No interlocking relationship exists between our board of directors and the board of directors or compensation committee of any other company, nor has any interlocking relationship existed in the past.

Family Relationships.Relationships

There are no family relationships between or among the directors andor executive officers of the company.officers.

Code of Conduct and EthicsEXECUTIVE COMPENSATION. We have adopted a code of business conduct and ethics that applies to our directors, officers and all employees. The code of business conduct and ethics may be obtained free of charge by writing to Online Yearbook, Attn: Chief Financial Officer, 701 N. Green Valley Pkwy #200, Henderson, NV 89074.

Executive Compensation

Summary Compensation Table.

The following table sets forth certain information concerning the annual and long-term compensation awarded to, earned by, or paid to the named executive officers and directors for all services rendered in all capacities to our Company for the period from October 15, 2014 (inception) through January 31, 2015: