UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

ACT OF 1934

For the quarterly period ended ~~June 30, 2019~~December 31, 2020

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

ACT OF 1934

For the transition period from _____________ to _____________

Commission file number: 0-55402

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

(Exact name of registrant as specified in its charter)

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

4601 DTC Blvd.,Suite 130

Denver, CO80237

(Address of principal executive offices)

~~(720)~~ (720) 614-5213

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

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


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

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ¨◻ No x

⌧

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


Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer x⌧	Smaller reporting company x☒
Emerging growth company x☒

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

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

⌧

As of December ~~31, 2020,~~15, 2021, the registrant had 35,785,858 shares of Class A Common Stock, ~~4,401,277~~4,822,332 shares of Class B Common Stock outstanding and 118.5 shares of Preferred Stock outstanding.

Table of Contents

ROCKY MOUNTAIN INDUSTRIALS, INC.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The statements contained in this Quarterly Report on Form 10-Q that are not historical facts are ~~"forward-looking~~“forward-looking statements."” Forward-looking statements may include our statements regarding our goals, beliefs, strategies, objectives, plan, including product and service developments, future financial conditions, results or projections or current expectations. Such forward-looking statements may be identified by, among other things, the use of forward-looking terminology such as ~~"believes," "estimates," "intends," "plan" "expects," "may," "will," "should," "predicts," "anticipates," "continues,"~~“believes,” “estimates,” “intends,” “plan” “expects,” “may,” “will,” “should,” “predicts,” “anticipates,” “continues,” or ~~"potential,"~~“potential,” or the negative thereof or other variations thereon or comparable terminology, and similar expressions are intended to identify forward-looking statements. We remind readers that forward-looking statements are merely predictions and therefore inherently subject to uncertainties and other factors and involve known and unknown risks that could cause the actual results, performance, levels of activity, or our achievements, or industry results, to be materially different from any future results, performance, levels of activity, achievements, or industry results, expressed or implied by such forward-looking statements. Such uncertainties and risks include those discussed in the “Risk Factors” and similar sections of our Annual Report on Form 10-K for the year ended March 31, ~~2019~~2020 and our other filings with the Securities and Exchange Commission, all of which are incorporated by reference herein. Forward-looking statements appear in Item 2 ~~- "Management's~~– “Management’s Discussion and Analysis of Financial Condition and Results of Operations,"” as well as elsewhere in this Quarterly Report.

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

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

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

Table of Contents

CAUTIONARY NOTE REGARDING EXPLORATION STAGE STATUS

AND USE OF CERTAIN MINING TERMS

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

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

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

Table of Contents

ROCKY MOUNTAIN INDUSTRIALS, INC.

TABLE OF CONTENTS


PART I – FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS	5

	Condensed Consolidated Balance Sheets as of December 31, 2020 and March 31, 2020	5

	Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2020 and 2019	6

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

	Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2020 and 2019	9

	Notes to Condensed Consolidated Financial Statements	10

ITEM 2.	~~MANAGEMENT'S~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	6 20

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	9 22

ITEM 4.	CONTROLS AND PROCEDURES	9 22

PART II –- OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	10 23

ITEM 1A.	RISK FACTORS	10 23

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	10 23

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	10 23

ITEM 4.	MINE SAFETY DISCLOSURES	10 23

ITEM 5.	OTHER INFORMATION	10 23

ITEM 6.	EXHIBITS	10 24

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. ~~Financial~~Financial Statements

ROCKY MOUNTAIN INDUSTRIALS, INC.

~~INDEX TO UNAUDITED FINANCIAL STATEMENTS~~

~~June 30, 2019~~

	~~Page(s)~~
~~Unaudited Condensed Consolidated Balance Sheets as of June 30, 2019 and March 31, 201~~9	~~F-1~~

~~Unaudited Condensed Consolidated Statements of Operations for the three months ended June 30, 2019 and 201~~8	~~F-2~~

~~Unaudited Statement of Changes in Stockholder Equity for the three months ended June 30, 2019 and 2018~~	~~F-3~~

~~Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2019 and 201~~8	~~F-4~~

~~Notes to Unaudited Condensed Consolidated Financial Statements~~	~~F-5~~

~~ROCKY MOUNTAIN INDUSTRIALS, INC.~~

~~Unaudited~~

Condensed Consolidated Balance Sheets

June 30,
2019 March 31,
2019
ASSETS
Current assets
Cash $ 855,977 $ 528,417
Accounts receivable 241,273 102,870
Inventory 32,246 48,976
Prepaid expenses 134,747 140,223
Restricted cash 112,130 111,694
Total current assets 1,376,373 932,180

Right of use asset 450,546 -
Property, plant and equipment, net of accumulated depreciation 5,250,635 3,260,511
Land under development 5,833,024 5,304,374
Asset retirement obligation 26,810 43,323
Goodwill 338,585 41,000
Deposits and other assets 36,785 65,842
Total assets $ 13,312,758 $ 9,647,230

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable $ 1,294,942 $ 875,465
Accrued liabilities 231,868 182,348
Accrued liabilities, related party 1,190,000 1,315,000
Capital lease payable, current - 31,101
Note Payable 1,059,426 -
Line of Credit 664,604 -
Equipment loan payable, current 304,786 330,230
Total current liabilities 4,745,626 2,734,144

Note payable, net of discount 1,424,250 -
Deferred rent - 39,898
Accrued reclamation liability 62,478 60,990
Preferred Shares Debt 203,814 -
Lease Liability 450,546 -
Total liabilities 6,886,714 2,835,032

Stockholders' Deficit
Preferred Stock, $0.001 par value, 50,000,000 shares authorized: none issued and outstanding - -
Class A Common Stock, $0.001 par value; 2,000,000,000 shares authorized; 35,785,858 shares issued and outstanding on June 30, 2019 and March 31, 2019, respectively. 35,786 35,786
Class B Common Stock, $0.001 par value; 100,000,000 shares authorized, 4,103,252 and 4,032,752 shares issued outstanding on June 30, 2019 and March 31, 2019, respectively. 4,539 4,033
Additional paid-in capital 44,651,787 42,102,105
Accumulated deficit (38,217,961 ) (35,428,938 )
Total Rocky Mountain Industrials, Inc stockholders’ deficit 6,474,151 6,712,986
Noncontrolling interest (48,107 ) 99,212
Total stockholders’ equity (deficit) $ 6,426,044 $ 6,812,198
Total liabilities and stockholders’ equity (deficit) $ 13,312,758 $ 9,647,230

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

~~F-1~~

~~ROCKY MOUNTAIN INDUSTRIALS, INC.~~

~~Condensed Consolidated Statements of Operations~~ (Unaudited)

For the three For the three
months
ended months
ended
June 30, 2019 June 30, 2018
Revenue $ 477,724 $ 329,614
Cost of goods sold 421,300 319,854
Gross profit 56,424 9,760
Selling, general and administrative (includes depreciation, depletion and amortization) 2,927,187 1,411,849
Loss from operations (2,870,763 ) (1,402,089 )
Gain on sale of assets 18,000 -
Interest income (expense), net (83,579 ) (235,775 )
Loss before income tax provision (2,936,342 ) (1,637,864 )
Income tax expense - -
Net loss (2,936,342 ) (1,637,864 )
Add: Net loss attributed to noncontrolling interest (147,319 ) (74,506 )
Net loss attributable to Rocky Mountain Industrials, Inc. (2,789,023 ) (1,563,358 )

Basic and diluted loss attributable to Rocky Mountain Industrials, Inc. per common share $ (0.53 ) $ (0.35 )

Weighted average shares outstanding 5,185,212 4,555,817


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

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

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

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

Commitments and Contingencies

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

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

~~F-2~~

Table of Contents

ROCKY MOUNTAIN INDUSTRIALS, INC.

Condensed Consolidated Statements of Operations (Unaudited)

~~Statement of Changes in Stockholder Equity (Unaudited)(Continued)~~


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

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

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

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

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

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

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

Common Stock
Class A Common Stock
Class B Additional
Paid-In Accumulated Noncontrolling
Shares Amount Shares Amount Capital Deficit Interest Total
Balance, March 31, 2018 35,785,858 $ 35,786 2,868,967 $ 2,869 $ 30,237,968 $ (27,429,017 ) $ (188,207 ) $ 2,659,399
Issuance of common stock for exercise of a warrant — — 209,040 209 3,123,468 — — 3,123,677
Issuance of restricted common shares for compensation — — 145,000 145 (145 ) — — —
Stock-based compensation from stock options — — — — 344,386 — — 344,386
Net loss for the three months ended June 30, 2018 — — — — — (1,563,358 ) (74,506 ) (1,637,864 )
Balance, June 30, 2018 35,785,858 35,786 3,223,007 3,223 33,705,677 (28,992,375 ) (262,713 ) 4,489,598

Common Stock
Class A Common Stock
Class B Additional
Paid-In Accumulated Noncontrolling
Shares Amount Shares Amount Capital Deficit Interest Total
Balance, March 31, 2019 35,785,858 $ 35,786 4,032,752 $ 4,033 $ 42,102,105 $ (35,428,938 ) $ 99,212 $ 6,812,198
Issuance of warrant for services - - - 436 299,723 - - 300,159
Issuance of common shares for subscription - - 75,000 75 1,499,925 - - 1,500,000
Issuance of restricted common shares for compensation - - 37,000 37 (37 ) - - -
Issuance of common stock for services - - 12,000 12 (12 ) - - -
Stock-based compensation from stock options - - - - 750,029 - - 750,029
Forfeiture of common stock - - (53,500 ) (54 ) 54 - - -
Net loss for the three months ended June 30, 2019 - - - - - (2,789,023 ) (147,319 ) (2,936,342 )
Balance, June 30, 2019 35,785,858 35,786 4,103,252 4,539 44,651,787 (38,217,961 ) (48,107 ) 6,426,044

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

~~F-3~~

Table of Contents

ROCKY MOUNTAIN INDUSTRIALS, INC.

~~Condensed Consolidated~~

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

Three months
ended
June 30, 2019 Three months
ended
June 30, 2018
Cash flow from operating activities
Net loss $ (2,936,342 ) $ (1,637,864 )
Depreciation and amortization expense 102,011 85,806
Stock-based compensation 1,050,189 344,594
Amortization of debt discount - 165,671
Paid-in-kind interest - 65,804
Accretion expense 16,513 -
Deferred rent (39,898 ) -
Adjustments to reconcile net loss to net cash used in operating activities
Changes in operating assets and liabilities
Accounts receivable (138,403 ) (26,343 )
Prepaid expenses 5,476 2,420
Inventory 16,730 25,595
Restricted cash (436 ) 97,940
Deposits 29,057 (2 )
Accounts payable 419,477 (22,172 )
Accounts payable, related party - -
Accrued liabilities (8,418 ) (1,042 )
Accrued liabilities, related party (125,000 ) (365,000 )
Deferred rent - (1,143 )
Net cash used in operating activities (1,609,044 ) (1,265,736 )

Acquisition of H2K (2,120,000 ) -
Acquisition of land for development (528,650 ) -
Acquisition of new accounting system - -
Purchase of property, plant and equipment (269,719 ) (450,211 )
Net cash used in investing activities (2,918,369 ) (450,211 )

Payments on equipment loan (56,547 ) (45,413 )
Payments on capital leases - (9,862 )
Proceeds from note payable 1,424,250 -
Repayment of debt - -
Proceeds from issuance of Class B common stock 1,500,000 3,123,468
Proceeds from issuance of unsecured note 1,000,000 -
Proceeds from short term debt 783,456 -
Proceeds from issuance OF PREFERRED SHARES 203,814 -
Net cash provided by financing activities 4,854,973 3,068,193

Net increase in cash 327,560 1,352,246

Cash at beginning of period 528,417 814,621
Cash at end of period $ 855,977 $ 2,166,867

Supplemental cash flow information
Cash paid for interest $ 22,511 $ 4,452
Cash paid for income taxes - -
Right of use asset 450,546 -
Lease liability (450,546 ) -


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

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

~~F-4~~

Table of Contents

ROCKY MOUNTAIN INDUSTRIALS, INC.

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


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

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

Table of Contents

ROCKY MOUNTAIN INDUSTRIALS, INC.

Condensed Consolidated Statements of Cash Flows (Unaudited)


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

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

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

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

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

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

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

Table of Contents

ROCKY MOUNTAIN INDUSTRIALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~NOTE A – FORMATION, CORPORATE CHANGES, AND MATERIAL MERGERS AND ACQUISITIONS~~1. ORGANIZATION

On January 1, 2020, the Company changed its name from RMR Industrials, Inc. to Rocky Mountain Industrials, Inc.

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

Formation

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

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

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

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

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

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

On January 3, 2017, we amended the Articles of Incorporation of RMR IP, Inc. to rename the corporation to RMR Logistics, Inc. (“RMR Logistics”). RMR Logistics operates as a wholly-owned subsidiary of the Company to provide transportation and logistics services.

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

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

~~On January 3, 2017, we amended the Articles~~Table of Incorporation of RMR IP, Inc. to rename the corporation to RMR Logistics, Inc. (“RMR Logistics”). RMR Logistics operates as a wholly-owned subsidiary of the Company to provide transportation and logistics services.Contents

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

~~F-5~~

On April 26, 2019, RMR Logistics entered into an asset purchase agreement with H2K, LLC, a Colorado limited liability company (“the Seller”) pursuant to which RMR Logistics acquired the Seller’s trucking assets.

~~On January 1,~~ In April 2020, the Company ~~changed~~began the shutdown of substantially all the operations of RMR Logistics with the closure of its ~~name from RMR Industrials, Inc. to Rocky Mountain Industrials, Inc., (RMI).~~Wellington, Colorado location and the disposal of its operational assets through auction.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation ~~and Consolidation~~

The accompanying unaudited interim consolidated financial statements ~~for the period ended June 30, 2019~~ have been prepared in accordance with the accounting policies described in the consolidated financial statements and related notes included in our annual report on Form 10-K for the year ended March 31, 2020, (“2020 Form 10-K”) and should be read in conjunction with such consolidated financial statements and related notes. The 2020 year end consolidated balance sheet data included in the Form 10-Q filing was derived from the audited consolidated financial statements in our 2020 Form 10-K, but does not include all disclosures required by accounting principles generally accepted in the United ~~States for~~States. The following notes to these interim consolidated financial ~~information~~statements highlight significant changes to the notes included in ~~accordance with~~the March 31, 2020 audited consolidated financial statements included in our 2020 Form 10-K and present interim disclosures as required by the Securities and Exchange ~~Commission (SEC) regulations.~~Commission.

Consolidation

~~Business Acquisitions~~

When the Company acquires businesses where substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets it is not considered a business. As such, the Company accounts for these types of acquisitions as asset acquisitions. When substantially all of the fair value of the gross assets acquired is not concentrated in a single identifiable asset or a group of similar assets and contains acquired inputs and processes which have the ability to contribute to the creation of outputs, these acquisitions are accounted for as business combinations.

The Company considers single identifiable assets as tangible assets that are attached to and cannot be physically removed and used separately from another tangible asset without incurring significant cost or significant diminution in utility or fair value. The Company considers similar assets as assets that have a similar nature and risk characteristics.

Whether the Company’s acquisitions are treated as an asset acquisition under ASC 360 or a business combination under ASC 805, the fair value of the purchase price is allocated among the assets acquired and any liabilities assumed by valuing the property as if it was vacant. The “as-if-vacant” value is allocated to land, buildings, improvements and any liabilities, based on management’s determination of the relative fair values of such assets and liabilities as of the date of acquisition.

Upon acquisition, the Company allocates the purchase price based upon the fair value of the assets and liabilities acquired. The Company allocates the purchase price to the fair value of the tangible assets. The Company values improvements at replacement cost, adjusted for depreciation.

Management’s estimates of value are made using a comparable sales analysis of similar businesses. Factors considered by management in its analysis of include equipment types and the sales prices of comparable assets. The Company includes an estimate of property taxes in the purchase price allocation of acquisitions to account for the expected liability that was assumed.

When above or below market leases are acquired, the Company values the intangible assets based on the present value of the difference between prevailing market rates and the in-place rates measured over a period equal to the remaining term of the lease for above market leases and the initial term plus the term of any below market fixed rate renewal options for below market leases that are considered bargain renewal options. The above market lease values are amortized as a reduction of rental income over the remaining term of the respective leases. The fair value of acquired below market leases, included in deferred revenue on the accompanying consolidated balance sheets, is amortized as an increase to rental income on a straight-line basis over the remaining non-cancelable terms of the respective leases, plus the terms of any below market fixed rate renewal options that are considered bargain renewal options of the respective leases.

The Company capitalizes acquisition costs and due diligence costs if the asset is expected to qualify as an asset acquisition. If the asset acquisition is abandoned, the capitalized asset acquisition costs are expensed to acquisition and due diligence costs in the period of abandonment. Costs associated with a business combination are expensed to acquisition and due diligence costs as incurred.

In the event of a business combination, using information available at the time of business combination, the Company allocates the total consideration to tangible assets and liabilities and identified intangible assets and liabilities. During the measurement period, which may be up to one year from the acquisition date, the Company may adjust the preliminary purchase price allocations after obtaining more information about assets acquired and liabilities assumed at the date of acquisition.

~~F-6~~

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

A summary of significant accounting policies of the Company is presented to assist in understanding the Company’s consolidated financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America (“GAAP”) and have been consistently applied in the preparation of the accompanying consolidated financial statements.

~~Consolidation~~

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The ~~audited~~condensed consolidated financial statements include the financial condition and results of operations of our wholly-owned subsidiaries, where intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

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

~~Revenue Recognition~~

As of January 1,2018, we adopted ASU NO. 2014-09, “Revenue from Contracts with Customers” (Topic 606). The Company recognizes revenues, upon delivery of goods to the customer – at which time the Company’s performance obligation is satisfied at an amount that the Company expects to be entitled to in exchange for those goods in accordance with the five step analysis outlined in Topic 606: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) performance obligations are satisfied.

~~Revenue includes product sales of limestone, aggregate materials and other transportation charges to customers, net of discounts, allowances or taxes, as applicable.~~

~~Segment Reporting~~

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. As of June 30, 2019, the Company views its operations and manages its business as three operating segments, Aggregates mining, Logistics and Rail Park.

~~Cash and Cash Equivalents~~

The Company considers all highly liquid securities with original maturities of three months or less at the date of purchase to be cash equivalents. As of June 30, 2019, the Company had cash of $855,977 and no cash equivalents. The Company may occasionally maintain cash balances in excess of amounts insured by the Federal Deposit Insurance Corporation (“FDIC”). The amounts are held with major financial institutions and are monitored by management to mitigate credit risk.

~~F-7~~

~~Restricted Cash~~

The Company has $112,130 in restricted cash held as cash collateral for a reclamation bond for the Bureau of Land Management and Colorado Division of Reclamation, Mining and Safety, to be held for the rehabilitation costs of the Mid-Continent Quarry and conclusion of the mining at this location.

~~Accounts Receivable~~

Accounts receivables are recorded at the invoiced amount and do not bear interest. The Company analyzes collectability based on historical payment patterns and macroeconomic factors which may affect the customers’ industry. Past due balances over 90 days based on payment terms are reviewed individually for collectability. The Company does not have any off-balance sheet credit exposure related to its customers. Concentration of credit risk is limited to certain customers to whom we make substantial sales. As of June 30, 2019, the Company had one large customer that accounted for approximately 34% of our accounts receivable balance and 69% of our revenue. To reduce risk, we routinely assess the financial strength of our most significant customers, using standard credit risk evaluation methods with reference to publicly available and customer supplied information, and monitor the amounts owed and take appropriate action when necessary. As a result, we believe that accounts receivable credit risk exposure is limited.

~~Inventory~~

~~Inventories are valued at the lower of cost or market. Cost is determined by the weighted average method.~~

~~Property, Plant and Equipment~~

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

Depletion of acquired mineral properties is determined pursuant to a unit-of-extraction method which provides for depletion of such costs over the productive life of the mineral properties. The unit-of-extraction rate is determined by computing the production for the period as a percentage of total estimated and recoverable limestone as of that period. Significant judgement is involved in the determination of the estimate of total recoverable limestone in the unit-of-extraction method. Our internal engineering estimates of total estimated and recoverable limestone is a key component in determination of the unit-of-extraction rate. Our estimates of the recoverable limestone may change, possibly in the near term, resulting in changes to depletion rates in future periods. During the years ended June 30, 2019 and 2018, depletion of mineral properties was approximately $7,992 and $10,618

~~We are considered an “exploration stage” company under the U.S. Securities and Exchange Commission (“SEC”) Industry Guide 7 as such the Company expenses any development costs as incurred.~~

~~Land Under Development~~

Land under development is recorded at cost. Significant improvements are capitalized, while maintenance and repair expenses are charged to operations as incurred. These costs relate to the ongoing development of the Rail Park.

~~Lease Obligations~~

~~On April 1, 2019, we adopted FASB ASU 2016-02,~~ ~~Leases: (Topic 842) (“ASU 2016-02”),~~ which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases.

For leases in which the Company is the lessee, the Company determined that the guidance has a material impact as the Company has three operating leases for office space. Two of these leases have greater than 12 months remaining on the term of these leases at the date of the adoption of this guidance and as such the Company recorded a right of use asset and a lease liability of $491,111 at the date of adoption. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The Company also is committed to a lease for a portable office space and for the use of a Dozer within the Company’s aggregates operation, on adoption of the new lease accounting standard the Company recorded a right of use asset and lease liability of $35,625 for these leases.

~~F-8~~

~~Equipment Loan~~

The Company has bought certain specialized mining and trucking equipment under finance terms. The financed equipment is recorded at cost at acquisition date. The straight-line method of depreciation is used for financial reporting purposes.

~~Goodwill~~

Goodwill represents the excess of a purchase price over the fair value of net tangible and identifiable intangible assets of the businesses acquired by the Company. Goodwill is tested for impairment annually or more often if impairment indicators are present at the reporting unit level. The Company has elected January 1st as its annual goodwill impairment assessment date. If the existence of events or circumstances indicates that it is more likely than not that fair values of the reporting units are below their carrying values, the Company performs additional impairment tests during interim periods to evaluate goodwill for impairment.

~~Deposits~~

~~Deposits consist of a security deposit in connection with various office leases.~~

~~Impairment of Long-Lived Assets~~

The Company evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Asset impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the asset. Any impairment losses are measured and recorded based on discounted estimated future cash flows and are charged to income on the Company’s consolidated statements of operations. In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups. The Company’s estimates of future cash flows are based on numerous assumptions, including expected commodity prices, production levels, capital requirements and estimated salvage values. It is possible that actual future cash flows will be significantly different than the estimates, as actual future quantities of recoverable material, future commodity prices, production levels and costs and capital are each subject to significant risks and uncertainties. As of June 30, 2019, the Company’s mineral resources do not meet the definition of proven or probable reserves or value beyond proven or probable reserves and any potential revenue has been excluded from the cash flow assumptions. Accordingly, recoverability of the long-lived assets’ capitalized cost is based primarily on estimated salvage values or alternative future uses.

~~Accrued Reclamation Liability~~

The Company incurs reclamation liabilities as part of its mining activities. Quarry activities require the removal and relocation of significant levels of overburden to access materials of usable quantity and quality. The same overburden material is used to reclaim depleted mine areas, which must be sloped to a certain gradient and seeded to prevent erosion in the future. Reclamation methods and requirements can differ depending on the quarry and state rules and regulations in existence for certain locations. As of June 30, 2019, the Company’s undiscounted reclamation obligations totaled approximately $221,081. This obligation is expected to be settled within the next 20 years.

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

The mining reclamation reserve is based on management’s estimate of future cost requirements to reclaim property at its operating quarry site. Costs are estimated in current dollars and inflated until the expected time of payment using a future estimated inflation rate and then discounted back to present value using a credit-adjusted, risk-free rate on obligations of similar maturity adjusted to reflect our credit rating. The Company will review reclamation liabilities at least every three years for a revision to the cost or a change in the estimated settlement date. Additionally, reclamation liabilities are reviewed in the period in which a triggering event occurs that would result in either a revision to the cost or a change in the estimated settlement date. Examples of events that would trigger a change in the cost include a new reclamation law or amendment to an existing mineral lease. Examples of events that would cause a change in the estimated settlement date include the acquisition of additional reserves or early or delayed closure of a site. Any affect to earnings from cost revisions is included in cost of revenue.

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

Balance at April 1, 2019 $ 60,990
Liabilities incurred -
Accretion expense 1,488
Balance at June 30, 2019 $ 62,478

~~F-9~~

Fair Value Measurements

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

Table of Contents

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

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

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

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

The fair value of notes payable was ~~$1,059,466~~$5,389,095 and $0$4,324,892 as ~~at June 30, 2019~~of December 31, 2020 and March 31, ~~2019~~2020, respectively.

Net Loss per Common Share

Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders, after deducting preferred dividends, by the weighted average number of common shares outstanding during the period, without consideration ~~for~~of the potentially dilutive effects of converting stock options or restricted stock purchase rights outstanding. Diluted net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period and the potential dilutive effects of stock options or restricted stock purchase rights outstanding during the period determined using the treasury stock method. ~~There are no such anti-dilutive~~In periods in which the Company reports a net loss attributable to common ~~share equivalents outstanding as June 30, 2019 which were excluded from the calculation of~~stockholders, diluted net loss per share attributable to common ~~share.~~stockholders is the same as basic net loss per share attributable to common stockholders since dilutive common shares are not assumed to have been issued, as their effect is anti-dilutive.

Discontinued Operations

~~Income Taxes~~

In April 2020, the Company began the shutdown and closing of operations located in Wellington, Colorado comprising substantially all the operations of RMR Logistics and the Logistics segment. The ~~Company accounts for income taxes under the asset and liability method, which requires, among other things, that deferred income taxes be provided for temporary differences between the tax bases~~closing of the ~~Company's assets and liabilities and their financial statement reported amounts. Under this method, deferred tax assets and liabilities are determined on the basis~~Wellington location was substantially complete in June, 2020. Substantially all of the ~~differences between~~mobile equipment was sold at auction in August of 2020 at a loss of approximately $837,000 for the ~~financial statements~~quarter ended September 30, 2020 and ~~tax basis~~a loss of approximately $61,000 for the quarter ended December 31, 2020. Auction proceeds received was approximately $1,287,000 for the quarter ended September 30, 2020 and approximately $64,000 for the quarter ended December 31, 2020 and was used to pay down debt.

Carrying amounts of major classes of assets and liabilities ~~using enacted tax rates~~included in ~~effect for the year in which the differences~~discontinued operations are ~~expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.~~

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


	December 31,		March 31,
	2020		2020

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

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

Additionally, the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits

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Major line items comprising net loss of discontinued operations are comprised of the position. The tax benefit recognized in the financial statements for a particular tax position is based on the largest benefit that is more likely than not to be realized upon settlement. Accordingly, the Company establishes reserves for uncertain tax positions. The Company has not recognized interest or penalties in its statement of operations and comprehensive loss since inception.following:


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

~~Non-controlling Interests~~

3. GOING CONCERN

The Company’s non-controlling interests are interests in RMR Aggregates, Inc. not owned by the Company. The Company evaluates whether non-controlling interests are subject to redemption features outside of its control. The amounts reported for non-controlling interests on the Company’s Consolidated Statements of Operations represent the portion of income or losses not attributable to the Company.

~~F-10~~

~~NOTE C – GOING CONCERN~~

~~The Company's~~ financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to applicable laws and regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business. However, the Company does not have sufficient cash or other current assets, nor does it have an established and adequate source of revenues, to cover its operating costs and to allow it to continue as a going concern. ~~As a result, the Company’s auditors issued a going concern opinion for the financial statements at March 31, 2019.~~

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the business plan and eventually attain profitable operations. During the next year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with research and development. The Company may experience a cash shortfall and be required to raise additional capital.

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

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

~~F-11~~

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

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

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

~~NOTE D – ACCOUNTS RECEIVABLE~~

Accounts Receivable at June 30, 2019 was $241,273 compared to $102,870 at March 31, 2019. The increase is due to a increase in production and product demand. No allowance is recorded, as all items are current. Table of Contents

~~NOTE E –~~4. INVENTORY

Inventory, for which ~~primarily represents finished goods, packaging and fuel, are~~there was none as of December 31, 2020, is valued at the lower of cost (average) or market.

	June 30, 2019		March 31, 2019

					March 31,
					2020

Blasted Rock	$	32,246	$	41,021	$	2,316
Finished Goods	$	-	$	923
Packaging	$	-	$	2,450		7,204
Propane and Fuel	$	-	$	4,582
Total	$	32,246	$	48,976	$	9,520

~~NOTE F –~~

5. PROPERTY, PLANT AND EQUIPMENT

The following summarizes the Company’s ~~assets at June 30, 2019~~property, plant and ~~March 31, 2019 respectively:~~equipment as of:

June 30,
2019 March 31,
2019
Recoverable Limestone $ 1,477,469 $ 1,477,469
Mill Equipment 1,273,395 1,287,743
Mining Equipment 336,934 336,934
Mobile Equipment 2,923,782 849,627
Property improvements 69,263 65,637
Office Equipment 9,710 1,630
Total Fixed Assets 6,090,553 4,019,040
Less Accumulated Depreciation (839,918 ) (758,529 )
Property, plant and equipment, net of accumulated depreciation $ 5,250,635 $ 3,260,511


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

	~~Years~~	~~Depreciation~~ ~~rate~~
~~Mill Equipment~~	~~3 – 15~~	~~6.7% - 33.3%~~
~~Mining Equipment~~	~~2 – 15~~	~~6.7% - 50.0%~~
~~Mobile Equipment~~	~~5 – 12~~	~~8.3% - 20.0%~~
~~Office Equipment~~	~~2 – 3~~	~~33.3% - 50.0%~~

~~F-12~~

~~NOTE G – NOTE~~6. NOTES PAYABLE

On ~~April 4, 2019, RMI entered into~~September 9, 2020, Company, executed the standard loan documents required for securing a ~~Senior Unsecured Promissory Note~~loan (the “EIDL Loan”) from the United States Small Business Administration (the “SBA”) under its Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business. The principal amount of the EIDL Loan is $150,000, with ~~Bienville Capital Partners, LP, a New York based investment firm~~proceeds to be used for ~~$1,000,000. The note accrued to $1,250,000~~working capital purposes. Interest on the EIDL Loan accrues at ~~maturity on April 4, 2020. Subsequent to~~the rate of 3.75% per annum and installment payments, including principal and interest, are due monthly beginning twelve months from the date of ~~this filing,~~ the ~~note was paid off~~EIDL Loan in the amount of $731. The balance of principal and interest is payable thirty years from the date of the promissory note. In connection with ~~proceeds from an issuance of preferred stock.~~

the EIDL Loan, the Company executed the EIDL Loan documents, which include the SBA Secured Disaster Loan Note, dated September 9, 2020, the Loan Authorization and Agreement, dated September 9, 2020, and the Security Agreement, dated September 9, 2020, each between the SBA and the Company.

On April 26, 2019, RMR Logistics entered into an asset purchase agreement with H2K, LLC, a Colorado Limited liability company (“the seller”). Pursuant to the agreement which RMR Logistics acquired the sellers trucking assets. As a result of this acquisition RMR Logistics entered intoJuly 24, 2020, Rail Land Company executed a Term ~~loan~~Loan Promissory Note, primarily secured by the underlying property of the Rail Park (“Secured Promissory Note”), with a private lender for ~~$1,800,000.~~$2,450,000. The ~~loan~~Secured Promissory Note matures on ~~April 26~~^th~~, 2026~~July 31, 2021, and accrues interest at 10% per annum. RMI is a guarantor of ~~5.64%~~the Secured Promissory Note.

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

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

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"PPP Loan") under the PPP, evidenced by promissory notes, with Simmons Bank ("Simmons"), providing for $438,500 in proceeds, which was funded to the ~~date~~Company on April 24, 2020. In June 2020, the Paycheck Protection Program Flexibility Act of ~~this filing, certain assets acquired~~2020 (the "PPPFA") was signed into law and established the payment dates in the ~~sale were sold~~event that amounts borrowed under the PPP are not forgiven. The PPP Loans mature April 20, 2022, but may be forgiven subject to the terms of the PPP and ~~used to pay down~~approval by the SBA. The Company recorded the PPP Loan as a debt obligation and accrues interest over the term ~~loan.~~of the PPP Loan. The interest rate on the PPP Loan is 1.00%. The PPP Loan is unsecured and contains customary events of default relating to, among other things, payment defaults, making materially false and misleading representations to the SBA or Simmons, or breaching the terms of the PPP Loan. The occurrence of an event of default may result in the repayment of all amounts outstanding, collection of all amounts owing from the Company, or filing suit and obtaining judgment against the Company. Under the PPPFA, monthly payments of principal and interest commence on the later of 10 months following the "covered period" (as defined in the PPPFA) or the date that Simmons notifies the Company that the SBA has notified Simmons that all or a portion of the PPP Loan has not been forgiven.

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

In May 2021, the Company submitted its applications to the SBA for forgiveness of the PPP Loans. As of December 31, 2021, the PPP Loan principal and accrued interest are classified as noncurrent in the Condensed Consolidated Balance Sheets. In June 2021, the Company received formal notification in the form of a letter dated May 25, 2021, from Simmons that the SBA approved the Company’s PPP Loan forgiveness applications for the Company’s Loan in the amount of $438,500 (including accrued interest). The Company ~~has entered into various equipment loans with an equipment manufacturer~~will account for the debt forgiveness during its fiscal first quarter of 2022 and will recognize a gain on extinguishment of debt (other income) in ~~connection with~~ the ~~CalX acquisition, pursuant to which we acquired equipment with an aggregate principal value~~amount of ~~approximately $528,593. The equipment loans require payments over 12 months at a fixed interest rate from 1.99% to 4.78%. The Company’s obligations under these contracts are collateralized by~~$438,500 in the ~~equipment purchased.~~Consolidated Statements of Operations.



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

The Company also has a capital lease agreement, which was assumed in connection with the CalX acquisition. The capital lease has a remaining term of less than 12 months for mining equipment, which is included as part of property, plant and equipment. Depreciation related to capital lease assets is included in depreciation expense.

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

Fiscal year ended March 31:
2020 $ 20,837
2021 -
Total future minimum lease payments $ 20,837

~~F-13~~

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

~~The~~As of December 30, 2020, the Company has accrued ~~$1,190,000~~$1,655,000 for unpaid officers’ compensation expense in accordance with consulting agreements with our Non-executive Board Chairman and Chief Executive ~~Officer.~~Officer. Under the terms of each consulting agreement, each consultant shall serve as an executive officer to the Company and receive monthly compensation of $35,000. The consulting agreements may be terminated by either party for breach or upon thirty days prior written notice.

~~NOTE J –~~8. SHAREHOLDERS’ ~~DEFICIT~~EQUITY

Preferred Stock

The Company has authorized 50,000,000 shares of preferred stock for issuance. ~~At June 30, 2019, no~~In April 2021, the Board of Directors of the Company authorized 118.47 shares as Series A Preferred Stock and designated 48.27 as Series A-1 Convertible Preferred Stock, designated 19.45 as Series A-2 Convertible Preferred Stock, and designated 50.75 as Series A-3 Convertible Preferred Stock (collectively referred to as “Series A Preferred Stock”). The Series A Preferred Stock is

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

Voting Rights

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

Dividends

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

Liquidation Preference

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

Conversion

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

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

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Common Stock

The Company has authorized 2,100,000,000 shares of common stock for issuance, including 2,000,000,000 shares of Class A Common Stock and 100,000,000 shares of Class B Common Stock. At June 30, 2019 and March 31, 2019, the Company had 35,785,858 of Class A Common Stock outstanding. On June 30, 2019 and March 31, 2019, the Company had 4,103,252 and 4,032,752 shares issued and outstanding, respectively.

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

~~During the period ended June 30, 2019, an accredited investor exercised a warrant to purchase shares of Class B Common Stock for which the Company received $1,500,000 in gross proceeds.~~

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

The RMR Industrials, Inc. 2015 Equity Incentive Plan (the ~~"2015 Plan"~~“2015 Plan”), authorizes the issuance of up to 30% of the outstanding shares of Common Stock at any time pursuant to awards made by the Company’s board of directors. As of ~~June 30, 2019,~~December 31, 2020, there were 1,222,537 shares still available for future issuance under the 2015 Plan.

Stock Options

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

~~F-14~~

10. SEGMENT REPORTING

~~NOTE L – SELLING GENERAL AND ADMINISTRATIVE COSTS~~

~~Selling general and administrative costs for~~For the three ~~month period~~and nine months ended ~~June 30, 2019 were $2,927,187 compared to $1,411,849 in~~December 31, 2020, the ~~prior year. Increases in salaries, employee benefits, and consulting fees were primarily responsible for the increase.~~

~~NOTE M – INTEREST EXPENSE~~

The interest expense for the three month period ended June 30, 2019 was $83,579 compared to the prior year of $235,775 the decrease is the result of a note payable of $2,250,000 that was repaid on October 1, 2018.

~~NOTE N – SEGMENT REPORTING~~

~~Rocky Mountain Industrials, Inc (RMI)~~Company has ~~three~~2 reportable segments: ~~aggregates, logistics~~Aggregates and Rail Park. The ~~aggregates~~Company had 3 reportable segments for the three and nine months ended December 31, 2019: Aggregates, Logistics and Rail Park. The Aggregates segment produces chemical grade lime for use in the aggregates market. The ~~logistics~~Logistics segment iswas shutdown in ~~the process~~April 2020, and its results of ~~developing a rail access delivery location and will generate sales through a combination of land sales as well as lease income and Rail services.~~operations have been included in discontinued operations. The Rail Park segment consists of land under development to provide a rail terminal and services facility and currently has no operational activity. The Rail Park will require significant future capital ~~injections~~investment before the segment ~~will start~~starts generating recurring revenue. The Company expects that the ~~rail park~~Rail Park development will ~~conclude late~~commence in the ~~Company’s 2021 financial~~first half of calendar year ~~or early in the Company’s 2022 financial year.~~ 2021.

The ~~aggregates~~Aggregates segment ~~relied significantly on sales to the West Elk Mine~~has a major customer, a mining operation (“Mine”), that accounted for approximately 96% and 80% of Aggregates segment revenue for the ~~period~~three and nine months ended ~~June 30, 2019. The sales to~~December 31, 2020, respectively. As of December 31, 2020, the ~~West Elk~~ Mine ~~contributed 69%~~accounted for approximately 98% of ~~revenue to this segment.~~Aggregates segment accounts receivable balance.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies. RMI evaluates performance based on profit or loss from operations before income taxes not including nonrecurring gains and losses.

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

~~RMI’s~~

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

Description Aggregates Logistics Rail Park Other Total
Revenues from external customers 233,950 325,461 - (81,687 ) 477,724
Intersegment revenues (81,689 ) 81,689 - - -
Interest revenue - - - - -
Interest expense 1,254 18,996 - 63,329 83,579
Depreciation, depletion and amortization 73,179 58,178 - 302 131,659
Segment loss 483,321 51,949 6,773 2,404,334 2,936,342
Segment assets 3,595,281 2,732,450 5,823,125 1,161,902 13,312,758
Expenditure for segment assets - 2,271,025 2,271,025


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

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

~~F-15~~


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

11. COMMITMENTS AND CONTINGENCIES

Accrued Reclamation Liability

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

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

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


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

12. SUBSEQUENT EVENTS

Land Under Development

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

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

Water Rights

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

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

The following discussion should be read in conjunction with our consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This discussion includes forward-looking statements for purposes of U.S. federal securities laws. See “Cautionary Note Regarding Forward-Looking Statements”.

Overview

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

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

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

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

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

Industrials, Inc.”

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

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

On October 12, 2016, pursuant to an Asset Purchase Agreement with CalX Minerals, LLC, a Colorado limited liability company (“CalX”), we completed the purchase of substantially all of the assets associated with ~~the business of operating~~ the Mid-Continent Limestone Quarry on 41 BLM unpatented placer mining claims in Garfield County, Colorado. CalX assets include the mining claims, improvements, access rights, water rights, equipment, inventory, contracts, permits, certain intellectual property rights, and other tangible and intangible assets associated with the limestone mining operation. ~~The acquisition of these CalX assets will promote the development and implementation of the Company’s limestone mining operations in Colorado.~~

During January 2018, the Company formed Rail Land Company, LLC (“Rail Land Company”) as a wholly owned subsidiary of the Company to acquire and develop a rail terminal and services facility (“Rail Park”). Rail Land Company purchased 620 acres of real estate located in Bennett, Colorado. The Company’s development of the Rail Park is intended to expand the Company’s customer base for our products by utilizing rail freight capabilities to reach customers in the greater Denver area and by expanding our business to include rail transportation solutions and services.

On April 26, 2019, RMR Logistics entered into an asset Purchase agreement with H2K, LLC, a Colorado Limited Liability Company (“the Seller”) pursuant to which RMR Logistics acquired the sellers trucking assets.

~~On January 1,~~ In April 2020, ~~we changed our name to “Rocky Mountain Industrials, Inc.” in connection~~the Company

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began the shutdown of substantially all the operations of RMR Logistics with ~~a change in our business plan.~~

the closure of its Wellington, Colorado location and the disposal of its operational assets through auction.

Results of Operations

Comparison of the Three and Nine Months Ended ~~June 30,~~December 31, 2020 and December 31, 2019 ~~and June 30, 2018~~

Revenues

Our revenues for the ~~three-month period~~three and nine-month periods ended ~~June 30, 2019~~December 31, 2020 were ~~$477,724.~~$116,080 and $559,341 respectively. This compares to revenue for the ~~same period~~three and nine-month periods ended ~~June 30, 2018~~December 31, 2019 of ~~$329,614. The increase in revenues were driven by the increased tons sold from the Company’s Glenwood Springs mine.~~$340,696 and $857,260, respectively.

Cost of Goods Sold

Our cost of goods sold for the ~~three-month~~three and nine-month period ended ~~June 30, 2019~~December 31, 2020 were ~~$421,300~~$191,101 and $534,769 respectively. This compares to cost of goods sold for the ~~same period~~three and nine-month ended ~~June 30, 2018~~December 31, 2019 of ~~$319,854.~~$202,382 and $745,499, respectively. The ~~increase~~decrease in costs related to ~~increased~~decreased production during the ~~year.~~respective periods.

Operating Expenses

Our operating expenses for the ~~three-month~~three and nine-month period ended ~~June 30, 2019~~December 31, 2020 were ~~$2,927,187.~~$3,198,492 and $9,164,097, respectively. This compares to operating expenses for the ~~same periods~~three and nine-month ended ~~June 30, 2018~~December 31, 2019 of ~~$1,411,849.~~$2,712,935 and $8,416,770. Operating expenses consisted of overhead costs related to mining operations, consulting services from related parties, public company costs, salaries and wages, and depreciation and amortization. The increase was due ~~to increased head count coupled with~~primarily costs incurred by the Company in relation to the Company’s rail park development.

Interest Expense (Income), net

Our interest expense, net for the ~~three-month~~three and nine-month period ended ~~June 30, 2019~~December 31, 2020 was ~~$83,579,~~$217,369 and $551,170, respectively, compared to ~~$235,775~~$100,018 and $241,611 of interest expense for the ~~same period~~three and nine-month ended ~~June 30, 2019. The $2,250,000 note payable issued to an accredited investor in October 2016 was paid off on October 3, 2018.~~December 31, 2019, respectively.

Net Loss Attributable to Rocky Mountain Industrials, Inc.

Our net loss for the ~~three-month~~three and nine-month period ended ~~June 30, 2019~~December 31, 2020 was ~~$2,936,342.~~$3,562,846 and $11,072,154, respectively. This compares to a net loss for the ~~same~~three and nine-month period ended ~~June 30, 2018~~December 31, 2019 of ~~$1,637,864.~~

$2,860,193 and $8,917,469, respectively.

Liquidity and Capital Resources

As of ~~June 30, 2019,~~December 31, 2020, we had current assets of ~~$1,376,373,~~$1,193,900, total current liabilities of ~~$4,745,626~~$9,313,319 and working capital deficiency of ~~$3,369,253.~~$8,119,419. We have incurred an accumulated loss of ~~$38,217,961~~$60,279,411 since inception. Our independent auditors issued an audit opinion for our financial statements for the fiscal year ended March 31, 2019 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.

We will be seeking additional capital to execute our business plan and reach positive cash flow from operations. Our base monthly expenses are approximately $200,000 per month. As evidenced by approximately ~~$1.2~~$1.7 million of our current liabilities being owed to related parties, we have relied historically on related parties to sustain the Company’s operations. In order to successfully execute our business plan, the net proceeds of a $10-20 million offering will be required to finance our planned acquisition and for general working capital purposes.

We do not 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 contemplates future acquisitions. We anticipate generating losses at least through the ~~2020~~2021 fiscal year. We

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

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

Going Concern

We have incurred net losses since our inception on October 15, 2014 through ~~June 30, 2019~~December 31, 2020 totaling ~~$38,217,961~~$60,279,411 and have completed the preliminary stages of our business plan. We anticipate incurring additional losses before realizing any revenues and will depend on additional financing in order to meet our continuing obligations and ultimately to attain profitability. Our ability to obtain additional financing, whether through the issuance of additional equity or through the assumption of debt, is uncertain. Accordingly, our independent auditors’ report on our financial statements for the fiscal year ended March 31, 2019 includes an explanatory paragraph regarding concerns about our ability to continue as a going concern, including additional information contained in the notes to our financial statements describing the circumstances leading to this disclosure. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business.

Recently Issued Accounting Pronouncements

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

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not Required

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

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

Material Weakness and Related Remediation Initiatives

Our Chief Executive Officer and Chief Financial Officer have concluded that as of ~~June 30, 2019,~~December 31, 2020, there was a material weakness in our internal control over financial reporting in that, due to budget constraints, the Company’s accounting department does not have sufficient accounting personnel (either in-house or external) necessary to ensure that

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

Remediation of Internal Control Deficiencies and Expenditures

We are developing a plan to address this material weakness, which includes hiring qualified accounting personnel and establishing a formal audit committee. We are uncertain at this time of the costs necessary to remediate the material weakness. Once implemented, remedial controls will have to be in place for at least several quarters before management is able to conclude that the material weakness has been remediated. We intend to continue to evaluate and strengthen our internal control over financial reporting systems. These efforts require significant time and resources. If we are unable to establish adequate internal control over financial reporting systems, we may encounter difficulties in the audit or review of our financial statements by our independent registered public accounting firm, which in turn may have a material adverse effect on our ability to prepare financial statements in accordance with GAAP and to comply with our SEC reporting obligations.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act, during the fiscal quarter ended ~~June 30, 2019~~December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Not required.

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

During the ~~three~~nine months ended ~~June 30, 2019, we sold to~~December 31, 2020, the Company entered into subscription agreements with accredited investors ~~two~~(“the Purchasers”) to offer and sell 14.95 shares of ~~preferred stock~~Series A-2 Preferred Stock for which the Company received $1,500,000 in gross ~~proceeds~~proceeds. During the same period, Purchasers exercised warrants to purchase 2,500 shares of ~~$200,000.~~Class B Common Stock for which the Company received $31,250 in gross proceeds.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

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

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit Number		Exhibit Description

31.1*		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
95*		Mine Safety Disclosures
101*
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data ~~Files~~File (formatted in Inline XBRL and contained in Exhibit 101)

*Filed herewith

~~SIGNATURES~~

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SIGNATURES

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


	ROCKY MOUNTAIN INDUSTRIALS, INC.

Date: December 31~~, 2020~~15, 2021	By:	/s/ ~~Gregory M. Dangler~~Brian Fallin
	~~Gregory M. Dangler~~ Brian Fallin
	Chief Executive Officer
	(Principal Executive Officer)

Date: December ~~31, 2020~~15, 2021	By:	/s/ ~~William M. Brown~~Brian H. Aratani
	~~William M. Brown~~ Brian H. Aratani
	Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)

	June 30, 2019			March 31, 2019
ASSETS
Current assets
Cash	$	855,977		$	528,417
Accounts receivable		241,273			102,870
Inventory		32,246			48,976
Prepaid expenses		134,747			140,223
Restricted cash		112,130			111,694
Total current assets		1,376,373			932,180

Right of use asset		450,546			-
Property, plant and equipment, net of accumulated depreciation		5,250,635			3,260,511
Land under development		5,833,024			5,304,374
Asset retirement obligation		26,810			43,323
Goodwill		338,585			41,000
Deposits and other assets		36,785			65,842
Total assets	$	13,312,758		$	9,647,230

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	1,294,942		$	875,465
Accrued liabilities		231,868			182,348
Accrued liabilities, related party		1,190,000			1,315,000
Capital lease payable, current		-			31,101
Note Payable		1,059,426			-
Line of Credit		664,604			-
Equipment loan payable, current		304,786			330,230
Total current liabilities		4,745,626			2,734,144

Note payable, net of discount		1,424,250			-
Deferred rent		-			39,898
Accrued reclamation liability		62,478			60,990
Preferred Shares Debt		203,814			-
Lease Liability		450,546			-
Total liabilities		6,886,714			2,835,032

Stockholders' Deficit
Preferred Stock, $0.001 par value, 50,000,000 shares authorized: none issued and outstanding		-			-
Class A Common Stock, $0.001 par value; 2,000,000,000 shares authorized; 35,785,858 shares issued and outstanding on June 30, 2019 and March 31, 2019, respectively.		35,786			35,786
Class B Common Stock, $0.001 par value; 100,000,000 shares authorized, 4,103,252 and 4,032,752 shares issued outstanding on June 30, 2019 and March 31, 2019, respectively.		4,539			4,033
Additional paid-in capital		44,651,787			42,102,105
Accumulated deficit		(38,217,961	)		(35,428,938	)
Total Rocky Mountain Industrials, Inc stockholders’ deficit		6,474,151			6,712,986
Noncontrolling interest		(48,107	)		99,212
Total stockholders’ equity (deficit)	$	6,426,044		$	6,812,198
Total liabilities and stockholders’ equity (deficit)	$	13,312,758		$	9,647,230

	For the three			For the three
	months ended			months ended
	June 30, 2019			June 30, 2018
Revenue	$	477,724		$	329,614
Cost of goods sold		421,300			319,854
Gross profit		56,424			9,760
Selling, general and administrative (includes depreciation, depletion and amortization)		2,927,187			1,411,849
Loss from operations		(2,870,763	)		(1,402,089	)
Gain on sale of assets		18,000			-
Interest income (expense), net		(83,579	)		(235,775	)
Loss before income tax provision		(2,936,342	)		(1,637,864	)
Income tax expense		-			-
Net loss		(2,936,342	)		(1,637,864	)
Add: Net loss attributed to noncontrolling interest		(147,319	)		(74,506	)
Net loss attributable to Rocky Mountain Industrials, Inc.		(2,789,023	)		(1,563,358	)

Basic and diluted loss attributable to Rocky Mountain Industrials, Inc. per common share	$	(0.53	)	$	(0.35	)

Weighted average shares outstanding		5,185,212			4,555,817

	Common Stock Class A				Common Stock Class B				Additional Paid-In			Accumulated			Noncontrolling
	Shares		Amount		Shares		Amount		Capital			Deficit			Interest			Total
Balance, March 31, 2018		35,785,858	$	35,786		2,868,967	$	2,869	$	30,237,968		$	(27,429,017	)	$	(188,207	)	$	2,659,399
Issuance of common stock for exercise of a warrant		—		—		209,040		209		3,123,468			—			—			3,123,677
Issuance of restricted common shares for compensation		—		—		145,000		145		(145	)		—			—			—
Stock-based compensation from stock options		—		—		—		—		344,386			—			—			344,386
Net loss for the three months ended June 30, 2018		—		—		—		—		—			(1,563,358	)		(74,506	)		(1,637,864	)
Balance, June 30, 2018		35,785,858		35,786		3,223,007		3,223		33,705,677			(28,992,375	)		(262,713	)		4,489,598

	Three months ended June 30, 2019			Three months ended June 30, 2018
Cash flow from operating activities
Net loss	$	(2,936,342	)	$	(1,637,864	)
Depreciation and amortization expense		102,011			85,806
Stock-based compensation		1,050,189			344,594
Amortization of debt discount		-			165,671
Paid-in-kind interest		-			65,804
Accretion expense		16,513			-
Deferred rent		(39,898	)		-
Adjustments to reconcile net loss to net cash used in operating activities
Changes in operating assets and liabilities
Accounts receivable		(138,403	)		(26,343	)
Prepaid expenses		5,476			2,420
Inventory		16,730			25,595
Restricted cash		(436	)		97,940
Deposits		29,057			(2	)
Accounts payable		419,477			(22,172	)
Accounts payable, related party		-			-
Accrued liabilities		(8,418	)		(1,042	)
Accrued liabilities, related party		(125,000	)		(365,000	)
Deferred rent		-			(1,143	)
Net cash used in operating activities		(1,609,044	)		(1,265,736	)

Acquisition of H2K		(2,120,000	)		-
Acquisition of land for development		(528,650	)		-
Acquisition of new accounting system		-			-
Purchase of property, plant and equipment		(269,719	)		(450,211	)
Net cash used in investing activities		(2,918,369	)		(450,211	)

Payments on equipment loan		(56,547	)		(45,413	)
Payments on capital leases		-			(9,862	)
Proceeds from note payable		1,424,250			-
Repayment of debt		-			-
Proceeds from issuance of Class B common stock		1,500,000			3,123,468
Proceeds from issuance of unsecured note		1,000,000			-
Proceeds from short term debt		783,456			-
Proceeds from issuance OF PREFERRED SHARES		203,814			-
Net cash provided by financing activities		4,854,973			3,068,193

Net increase in cash		327,560			1,352,246

Cash at beginning of period		528,417			814,621
Cash at end of period	$	855,977		$	2,166,867

Supplemental cash flow information
Cash paid for interest	$	22,511		$	4,452
Cash paid for income taxes		-			-
Right of use asset		450,546			-
Lease liability		(450,546	)		-

Balance at April 1, 2019	$	60,990
Liabilities incurred		-
Accretion expense		1,488
Balance at June 30, 2019	$	62,478

Fiscal year ended March 31:
2020	$	20,837
2021		-
Total future minimum lease payments	$	20,837

Description	Aggregates			Logistics		Rail Park		Other			Total
Revenues from external customers		233,950			325,461		-		(81,687	)		477,724
Intersegment revenues		(81,689	)		81,689		-		-			-
Interest revenue		-			-		-		-			-
Interest expense		1,254			18,996		-		63,329			83,579
Depreciation, depletion and amortization		73,179			58,178		-		302			131,659
Segment loss		483,321			51,949		6,773		2,404,334			2,936,342
Segment assets		3,595,281			2,732,450		5,823,125		1,161,902			13,312,758
Expenditure for segment assets		-			2,271,025							2,271,025