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, 2018

 

or

 

¨ 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

 

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, CO 80237

(Address of principal executive offices)

 

(310) 492-5010

(Registrant's telephone number, including area code) 

  

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 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 11, 2018, the registrant had 35,785,858 shares of Class A Common Stock and 3,027,712 shares of Class B Common Stock outstanding.

 

 

  

RMR 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 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," or "potential," or the negative thereof or other variations thereon or comparable terminology, and similar expressions are intended to identify forward-looking statements. We remind readers that forward-looking statements are merely predictions and therefore inherently subject to uncertainties and other factors and involve known and unknown risks that could cause the actual results, performance, levels of activity, or our achievements, or industry results, to be materially different from any future results, performance, levels of activity, or our achievements, or industry results, expressed or implied by such forward-looking statements. Such forward-looking statements appear in Item 2 - "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.

 

Unless otherwise specified or required by context, as used in this Quarterly Report, the terms "we," "our," "us" and the "Company" refer collectively to RMR Industrials, Inc., its wholly-owned subsidiaries, RMR Logistics, Inc., RMR Industrial Minerals, Inc., and Rail Land Company, LLC, and its majority-owned subsidiary RMR Aggregates, Inc. The term "fiscal year" refers to our fiscal year ending March 31. Unless otherwise indicated, the term "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). 

 

 

RMR INDUSTRIALS, INC.

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION

 

ITEM 1.	FINANCIAL STATEMENTS	4
ITEM 2.	MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	5
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	6
ITEM 4.	CONTROLS AND PROCEDURES	6
PART II – OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	7
ITEM 1A.	RISK FACTORS	7
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	7
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	7
ITEM 4.	MINE SAFETY DISCLOSURES	7
ITEM 5.	OTHER INFORMATION	7
ITEM 6.	EXHIBITS	7

  

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

RMR INDUSTRIALS, INC.

 

INDEX TO UNAUDITED FINANCIAL STATEMENTS

June 30, 2018

 

	Page(s)
Unaudited Consolidated Balance Sheets as of June 30, 2018 and March 31, 2018	F-1
Unaudited Consolidated Statements of Operations for the three months ended June 30, 2018 and 2017	F-2
Unaudited Consolidated Statements of Cash Flows for the three months ended June 30, 2018 and 2017	F-3
Notes to Unaudited Consolidated Financial Statements	F-4

  

 

RMR Industrials, Inc.

Consolidated Balance Sheets

 

		June 30, 2018				March 31, 2018
		(Unaudited)
ASSETS
Current assets
Cash		$	2,166,867			$	814,621
Accounts receivable			105,974				79,630
Inventory			28,695				54,290
Prepaid expenses			46,424				48,844
Restricted cash			98,241				196,181
Total current assets			2,446,201				1,193,566
Property, plant, and equipment, net			3,946,899				3,826,512
Land under development			3,840,759				3,594,928
Asset retirement obligation, net			40,725				41,283
Intangible assets, net			41,000				41,000
Other noncurrent assets			26,832				26,830
Total assets		$	10,342,416			$	8,724,119
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable		$	585,463			$	607,635
Accounts payable, related party			201,566				201,566
Accrued liabilities			113,319				114,361
Accrued liabilities, related party			1,925,000				2,290,000
Capital lease payable, current			37,014				40,045
Equipment loan payable, current			169,217				183,545
Total current liabilities			3,031,579				3,437,152
Note payable, net of discount			2,478,688				2,247,213
Capital lease payable, noncurrent			24,270				31,101
Equipment loan payable, noncurrent			252,043				283,128
Deferred rent			13,574				14,717
Accrued reclamation liability			52,664				51,409
Total liabilities			5,852,818				6,064,720
Stockholders' Deficit
Preferred Stock, $0.001 par value, 50,000,000 shares authorized; none issued and outstanding			-				-
Class A Common Stock, $0.001 par value; 2,000,000,000 shares authorized; 35,785,858 shares issued and outstanding			35,786				35,786
Class B Common Stock, $0.001 par value; 100,000,000 shares authorized; 3,223,007 and 2,868,967 shares issued and 2,913,007 and 2,703,967 outstanding on June 30, 2018 and March 31, 2018, respectively			3,223				2,869
Additional paid-in capital			33,705,677				30,237,968
Noncontrolling interest			(262,713	)			(188,207	)
Accumulated deficit			(28,992,375	)			(27,429,017	)
Total stockholders’ deficit		$	4,489,598			$	2,659,399
Total liabilities and stockholders’ deficit		$	10,342,416			$	8,724,119

  

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

  

 

RMR Industrials, Inc.

Consolidated Statements of Operations (Unaudited)

 

		For the three months ended June 30, 2018				For the three months ended June 30, 2017
		(Unaudited)				(Unaudited)
Revenue		$	329,614			$	228,679
Cost of goods sold			319,854				191,020
Gross profit			9,760				37,659
Selling, general and administrative			1,411,849				1,148,988
Loss from operations			(1,402,089	)			(1,111,329	)
Interest (expense) income, net			(235,775	)			(163,809	)
Loss before income tax provision			(1,637,864	)			(1,275,138	)
Income tax expense			-				(1,600	)
Net loss			(1,637,864	)			(1,276,738	)
Add:  Net loss attributed to noncontrolling interest			(74,506	)			(50,454	)
Net loss attributable to RMR Industrials, Inc.		$	(1,563,358	)		$	(1,226,284	)
Basic and diluted loss attributable to RMR Industrials, Inc. per common share		$	(.35	)		$	(.41	)
Weighted average shares outstanding			4,555,817				3,003,418

   

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

 

 

RMR Industrials, Inc.

Consolidated Statements of Cash Flows (Unaudited) 

 

		Three months ended June 30, 2018				Three months ended June 30, 2017
		(Unaudited)				(Unaudited)
Cash flow from operating activities
Net loss		$	(1,637,864	)		$	(1,276,738	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization expense			85,806				75,696
Stock-based compensation			344,594				68,876
Amortization of debt discount			165,671				96,652
Deferred rent			(1,143	)			7,862
Paid-in-kind interest			65,804				59,566
Changes in operating assets and liabilities
Accounts receivable			(26,343	)			(20,493	)
Prepaid expenses			2,420				(21,596	)
Inventory			25,595				-
Restricted cash			97,940				-
Deposits			(2	)			(25,000	)
Accounts payable			(22,172	)			119,156
Accounts payable, related parties			-				250,000
Accrued liabilities			(1,042	)			(4,771	)
Accrued liabilities, related parties			(365,000	)			297,500
Net cash used in operating activities			(1,265,736	)			(373,290	)
Purchase of property, plant and equipment			(450,211	)			-
Purchase of intangibles and other assets			-				(152,102	)
Net cash used in investing activities			(450,211	)			(152,102	)
Payments on equipment loan			(45,413	)			(50,016	)
Payments on capital leases			(9,862	)			(12,158	)
Proceeds from shareholder deposit			-				(1,400,000	)
Proceeds from issuance of Class B common stock			3,123,468				700,000
Net cash provided by (used in) financing activities			3,068,193				(762,174	)
Net increase (decrease) in cash			1,352,246				(1,287,566	)
Cash at beginning of period			814,621				1,608,094
Cash at end of period		$	2,166,867			$	320,528
Supplemental cash flow information
Cash paid for interest		$	4,452			$	585
Cash paid for income taxes		$	-			$	1,600

 

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

 

 

RMR INDUSTRIALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2018

 

NOTE A – FORMATION, CORPORATE CHANGES, AND MATERIAL MERGERS AND ACQUISITIONS

 

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

 

On November 17, 2014, Rocky Mountain Resource Holdings, LLC, a Nevada limited liability company (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” or “RMRI”) 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.

 

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. 

 

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

 

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

 

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.

 

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 (“Rail Park”). Rail Land Company purchased a 470-acre parcel of real property located in Bennett, Colorado on February 1, 2018. The acreage is in the process of being entitled and rezoned for the development of the Rail Park.

 

Basis of Presentation and Consolidation

 

The accompanying unaudited consolidated financial statements for the period ended June 30, 2018 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information in accordance with Securities and Exchange Commission (SEC) Regulation S-X rule 8-03. The unaudited consolidated financial statements include the financial condition and results of operations of our wholly-owned subsidiary, RMR Logistics Inc. and Rail Land Company, LLC as well as our majority-owned subsidiary RMR Aggregates, where intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the unaudited consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of June 30, 2018 and the results of operations and cash flows for the periods then ended. The financial data and other information disclosed in these notes to the interim consolidated financial statements related to the period are unaudited.

  

 

NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

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

 

Use of Estimates

 

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

 

Revenue Recognition

 

Performance obligations are contractual promises to transfer or provide a distinct good or service for a stated price. The Company’s product sales agreements are single-performance obligations that are satisfied at a point in time. Revenue from product sales are recognized when control of the promised good is transferred to the customer, and the performance obligation is met, typically when the product is shipped. Revenue includes product sales of limestone, aggregate materials and other transportation charges to customers, net of discounts, allowances or taxes, as applicable.

 

Cost of Goods Sold

 

Cost of goods sold is comprised of both fixed and variable costs, including materials and supplies, labor, delivery, repairs and maintenance, utilities and other overhead costs associated with our product sales.

 

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. The Company views its operations and manages its business as one operating segment.

  

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, 2018, the Company had cash of $2,166,867 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.

 

Inventory

 

Inventory, which primarily represents finished goods, packaging and fuel are valued at the lower of cost (average) or market. Total gross inventories at June 30, 2018 were $28,695.

 

Other noncurrent assets

 

Other noncurrent assets consist of two security deposits in connection with our office leases in Denver and Los Angeles.

 

Impairment of Long-Lived Assets

 

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

 

•

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

 

•

Significant negative market conditions or economic trends, and

 

•

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

 

 

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

  

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. 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

  

Accounting for Asset Retirement Obligations and Accrued Reclamation Liability

 

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

 

Net Loss per Common Share

 

Basic 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, without consideration for 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 common share equivalents outstanding as June 30, 2018 which were excluded from the calculation of diluted loss per common share.

 

Income Taxes

 

The Company accounts for income taxes under the asset and liability method, which requires, among other things, that deferred income taxes be provided for temporary differences between the tax bases of the Company's assets and liabilities and their financial statement reported amounts. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences 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 amount 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.

 

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 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.

  

 

Recent Accounting Pronouncements

 

In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business, which narrows the definition of a business. This ASU provides a screen to determine whether a group of assets constitute a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated as acquisitions. If the screen is not met, this ASU (1) requires that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create an output and (2) removes the evaluation of whether a market participant could replace missing elements. Although outputs are not required for a set to be a business, outputs generally are a key element of a business; therefore, the FASB has developed more stringent criteria for sets without outputs. The ASU is effective for public companies for annual periods beginning after December 15, 2017. The adoption of this ASU is not expected to have a material impact on the consolidated financial statements.

 

In February 2016, the FASB issued ASU No. 2016-02, Leases, which will result in lessees recognizing most leases on the balance sheet. Lessees are required to disclose more quantitative and qualitative information about their leases than current U.S. GAAP requires. The ASU is effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. We are beginning to compile all operating and capital leases to assess the impact of adopting this standard. 

   

Management believes recently issued accounting pronouncements will have no impact on the financial statements of the Company.

 

NOTE C – ACCOUNTS RECEIVABLE

 

Accounts Receivable at June 30, 2018 was $105,974 compared to $79,630 at March 31, 2018. The increase is due to an increase in production and product demand. No allowance is recorded, as all items are current.

   

NOTE D – INVENTORY

 

Inventory, which primarily represents finished goods, packaging and fuel are valued at the lower of cost (average) or net realizable value. 

 

		June 30, 2018				March 31, 2018
Blasted Rock		$	20,162			$	37,157
Finished Goods			2,048				3,180
Packaging			4,895				9,614
Propane and Fuel			1,590				4,339
Total		$	28,695			$	54,290

  

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

 

 

The Company’s net loss and working capital deficit raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements for the three months ended June 30, 2018 do not include any adjustments to reflect the possible future effects of the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern. The Company may never become profitable, or if it does, it may not be able to sustain profitability on a recurring basis.

  

Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or 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.

 

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

 

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

 

Historically, it 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 stock. 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.

 

NOTE F – NOTE PAYABLE

 

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

 

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

 

The Note Purchase Agreement provides, among other things, that CVA shall have a liquidation right upon an event of default arising from the failure by RMR Aggregates to repay the outstanding principal amount of the Note on the maturity date, meaning CVA can cause RMR Aggregates to sell its assets until it repays the outstanding amount due under the Note. RMR Aggregates shall have the right to call the Note at any time at par plus accrued interest thereunder. 

 

The conversion feature in the Note Purchase Agreement was valued at $769,000 and recorded as a discount to the CVA Note. The carrying value of the CVA Note at June 30, 2018:

 

Principal value		$	2,250,000
Accrued interest			426,148
Unamortized debt discount			(197,460	)
Note payable, net		$	2,478,688

 

 

NOTE G – EQUIPMENT LOAN AND CAPITAL LEASE PAYABLE

 

The Company has entered into various equipment loans with an equipment manufacturer in connection with the CalX acquisition, pursuant to which we acquired equipment with an aggregate principal value of approximately $582,709. 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 the equipment purchased.

 

The Company also has a capital lease agreement, which was assumed in connection with the CalX acquisition. The capital lease has a remaining term of 18 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 June 30:      

 

2019		$	40,446
2020			20,838
Total future minimum lease payments		$	61,284

  

NOTE H – TRANSACTIONS WITH RELATED PARTIES

 

Since inception, the Company accrued $201,566 in amounts owed to related parties for services performed or reimbursement of costs on behalf of the Company. In addition, the Company has accrued $1,925,000 for unpaid officers’ compensation expense in accordance with consulting agreements with our Chief Executive Officer and President. Under the terms of each consulting agreement, each consultant shall serve as an executive officer to the Company and receive monthly compensation of $35,000. The consulting agreements may be terminated by either party for breach or upon thirty days prior written notice.

    

NOTE I – SHAREHOLDERS’ DEFICIT

 

Reverse Stock Split

 

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

 

Preferred Stock

 

The Company has authorized 50,000,000 shares of preferred stock for issuance. At June 30, 2018, no preferred stock was issued and outstanding.

 

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, 100,000,000 shares of Class B Common Stock. At June 30, 2018, the Company had 35,785,858 shares issued and outstanding of Class A Common Stock and 3,223,007 and 2,913,007 shares issued and outstanding of Class B Common Stock, respectively.

 

 

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

 

During the three months ended June 30, 2018, accredited investors exercised warrants to purchase 209,040 shares of Class B Common Stock at exercise prices of $14.00-$17.00 for which the Company received $3,123,681 in gross proceeds.

 

NOTE J – SELLING GENERAL AND ADMINISTRATIVE COSTS

 

Selling general and administrative costs for the three month period increased from $1,148,988 in June of 2017 to $1,411,849 in June of 2018. Increases in salaries, employee benefits and consulting fees were primarily responsible for this increase.

  

NOTE K – INTEREST EXPENSE

 

The interest expense for the three months ended June 30, 2018 is the result of a note payable of $2,250,000 entered into October 3, 2016.  

 

NOTE L – SUBSEQUENT EVENTS

 

In July 2018, Rail Land Company exercised an option to purchase a 150 acre parcel of real property located in Bennett, Colorado. Rail Land Company completed the purchase of the land parcel on July 20, 2018. The acreage is being included in the entitlement and rezoning process for the development of the Rail Park. In July 2018, Rail Land Company entered into a Right of Way Agreement with a midstream Oil & Gas Company, granting a non-exclusive easement and right of way to construct and operate natural gas and oil pipelines under the Rail Park property.

 

Subsequent to June 30, 2018, accredited investors purchasers exercised warrants to purchase 114,705 shares of the Company’s Class B common stock at an exercise price of $10.00-$17.00. During the same period, RMR Aggregates entered into a subscription agreement with an accredited investor to issue and sell RMR Aggregates common stock. The Company used proceeds from the sale and available cash for the repayment of outstanding indebtedness.

 

On October 3, 2018, RMR Aggregates used proceeds from the sale of common stock and available cash for the repayment of CVA’s Note principal outstanding balance.

 

 

Item 2. 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. Forward looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward-looking statements are based upon estimates, forecasts, and assumptions that are inherently subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by us, or on our behalf. We disclaim any obligation to update forward-looking statements.

 

Overview

 

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

 

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

 

On December 8, 2014, we changed our name to “RMR Industrials, Inc.” in connection with the change in our business plan.

 

RMR Industrials, Inc. (the “Company” or “RMRI”) 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.

 

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

 

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, 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 to acquire and develop a rail terminal and services facility (“Rail Park”). Rail Land Company purchased a 470-acre parcel of real property located in Bennett, Colorado on February 1, 2018. Additionally, Rail Land Company entered into Option Agreements to purchase 150 acres of real property and a total of 250 acres of mineral rights in Bennett, Colorado. The acreage is in the process of being entitled and rezoned for the development of the Rail Park. 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.

 

Results of Operations

  

Comparison of the Three-Month Periods Ended June 30, 2018 and June 30, 2017

 

Revenues

 

Our revenues for the three-month period ended June 30, 2018 were $329,614 compared to $228,679 in the prior year.

 

Cost of Goods Sold

 

Our cost of goods sold for the three-month period ended June 30, 2018 was $319,854 compared to $191,020 in the prior year.

 

Operating Expenses 

 

Our operating expenses for the three-month period ended June 30, 2018 were $1,411,849. This compares to operating expenses for the three-month period ended June 30, 2017 of $1,148,988. 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.

 

Interest Expense (Income), net 

 

Our interest expense, net for the three-month period ended June 30, 2018 was $235,775, compared to $163,809 of interest expense for the three-month period ended June 30, 2017. The increase in interest expense was attributed to a $2,250,000 note payable issued to an accredited investor in October 2016. This note payable was paid off on October 3, 2018.

 

  

Net Loss Attributable to RMR Industrials, Inc.

 

Our net loss for the three-month period ended June 30, 2018 was $1,563,358. This compares to a net loss for the three-month period ended June 30, 2017 of $1,226,284. The comparative increases in net loss were due to increases in our operating and interest expenses, as described above.

 

Liquidity and Capital Resources

 

As of June 30, 2018, we had current assets of $2,446,201, total current liabilities of $3,031,579 and a working capital deficit of $585,378. We have incurred an accumulated loss of $28,992,375 since inception. Our independent auditors issued an audit opinion for our financial statements for the fiscal year ended March 31, 2018, 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 $100,000 per month. As evidence by approximately $2.1 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 will depend on future acquisitions. We anticipate generating losses through 2018. We anticipate that we will be able to raise sufficient amounts of working capital in the near term through debt or equity offerings as may be required to meet short-term obligations.

 

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

 

Going Concern

 

We have incurred net losses since our inception on October 15, 2014 through June 30, 2018 totaling $28,992,375 and have completed the preliminary stages of our business plan.  We anticipate incurring additional losses 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, 2018 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 Vice President of Accounting 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 Vice President of Accounting concluded that our disclosure controls and procedures were not effective due to the material weakness described below.

 

In light of the material weaknesses described below, we performed additional analysis and other post-closing procedures to ensure that our consolidated financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the 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

 

Set forth below is a summary of the various significant deficiencies that caused management to conclude that we had the material weakness in our disclosure controls and procedures. Through the efforts of management, external consultants, and our directors, we have developed a specific action plan to remediate the material weaknesses. We expect to implement these various action plans during the next fiscal year. If we are able to complete these action plans in a timely manner, we anticipate that all control deficiencies and material weaknesses will be remediated by March 31, 2019.

 

Our principal executive officer and principal financial officer concluded that as of June 30, 2018, the following material weaknesses existed:

 

1.

Due to the Company’s budget constraints, the Company’s accounting department does not maintain the number of accounting personnel (either in-house or external) necessary to ensure more complete and effective financial reporting controls. Due to this situation, 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

 

It is reasonably possible that, if not remediated, one or more of the material weaknesses described above could result in a material misstatement in our reported financial statements that might result in a material misstatement in a future annual or interim period. We are developing specific action plans for this material weakness, which include hiring qualified accounting personnel and establishing a formal audit committee. We are uncertain at this time of the costs to remediate all of the above listed material weakness.

 

Through these steps, we believe that we are addressing the deficiencies that affected our internal control over financial reporting as of June 30, 2018. Because the remedial actions may require hiring of additional personnel, and relying extensively on manual review and approval, the successful operation of these controls for at least several quarters may be required before management may be able to conclude that the material weaknesses have 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, 2018 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 months ended June 30, 2018, accredited investors exercised warrants to purchase 209,040 shares of Class B Common Stock at exercise prices of $14.00-$17.00 for which the Company received $3,123,681 in gross proceeds. 

 

In September 2018, RMR Aggregates entered into a subscription agreement with an accredited investor to issue and sell RMR Aggregates common stock. The Company used the proceeds from the sale and available cash for the repayment of outstanding indebtedness. The sale and issuance of shares was exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involved in any public offerings under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

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

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

   

Exhibit Number	Exhibit Description
3.1	Amended and Restated Articles of Incorporation, as amended (incorporated by reference to our Quarterly Report on Form 10-Q filed on August 15, 2016).
3.2	Amended and Restated Bylaws (incorporated by reference to our Current Report on Form 8-K filed on February 27, 2015).
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*	Interactive Data Files

 

*

Filed herewith

  

 

SIGNATURES

 

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

 

	RMR Industrials, Inc.
DATED: December 11, 2018	By:	/s/ Heidi Kelly
	Heidi Kelly
	Vice President of Accounting
	(Principal Financial Officer and Principal Accounting Officer)