10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

ACT OF 1934

For the quarterly period ended September 30, 2021

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

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, CO 80237

(Address of principal executive offices)

(720) 614-5213

(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 ⌧

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 ⌧

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 ⌧	Smaller reporting company ☒
Emerging growth company ☒

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

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

As of December 15, 2021, the registrant had 35,785,858 shares of Class A Common Stock, 4,822,322 shares of Class B Common Stock outstanding and 118.5 shares of Preferred Stock outstanding.

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 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, 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, 2021 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 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” and the “Company” refers collectively to Rocky Mountain Industrials, Inc., (“RMI”) formerly RMR, Industrials, Inc., and its wholly/majority-owned subsidiaries, RMR Aggregates, Inc., RMR Logistics, Inc., and Rail Land Company, LLC. 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 generally accepted accounting principles in the United States (GAAP).

2

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.

3

ROCKY MOUNTAIN INDUSTRIALS, INC.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS
	Condensed Consolidated Balance Sheets as of September 30, 2021 and March 31, 2021	5
	Condensed Consolidated Statements of Operations for the three and six months ended September 30, 2021 and 2020	6
	Statement of Changes in Stockholder Equity for the three months ended September 30, 2021 and 2020	7
	Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2021 and 2020	9
	Notes to Condensed Consolidated Financial Statements	10
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	19
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	21
ITEM 4.	CONTROLS AND PROCEDURES	21
PART II – OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	22
ITEM 1A.	RISK FACTORS	22
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	22
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	22
ITEM 4.	MINE SAFETY DISCLOSURES	22
ITEM 5.	OTHER INFORMATION	22
ITEM 6.	EXHIBITS	23

4

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

ROCKY MOUNTAIN INDUSTRIALS, INC.

Condensed Consolidated Balance Sheets (Unaudited)

	September 30,		March 31,
	2021		2021
ASSETS
Current assets
Cash	$	6,519,639	$	1,621,822
Accounts receivable		229,917		71,555
Other receivables		2,507,430		3,404,010
Inventory		11,420		—
Prepaid expenses		426,008		588,340
Restricted cash		185,405		185,325
Assets held for sale		—		5,000
Total current assets		9,879,819		5,876,052
Property, plant, and equipment, net		2,521,942		2,672,661
Land under development		7,707,006		6,929,630
Right of use asset		126,423		241,868
Asset retirement obligation, net		73,554		75,984
Other intangibles, net		58,950		64,933
Deposits and other assets		108,673		111,178
Total assets	$	20,476,367	$	15,972,306
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	571,777	$	610,216
Accrued liabilities		241,089		647,180
Accrued liabilities, related party		1,127,500		1,311,250
Dividends payable		1,484,326		1,008,942
Debt due within one year		5,920,927		4,474,082
Liabilities held for sale		—		423,853
Total current liabilities		9,345,619		8,475,523
Debt due after one year		475,117		952,059
Lease liability		126,423		241,868
Accrued reclamation liability		125,427		119,593
Total liabilities		10,072,586		9,789,043
Commitments and Contingencies
Stockholders’ Equity
Preferred Stock Series A-1, $0.001 par value, 50,000,000 shares authorized: 48.27 shares issued and outstanding on September 30, 2021 and March 31, 2021		4,827,000		4,827,000
Preferred Stock Series A-2, $0.001 par value, 50,000,000 shares authorized: 19.45 issued and outstanding on September 30, 2021 and March 31, 2021		1,950,000		1,950,000
Preferred Stock Series A-3, $0.001 par value, 50,000,000 shares authorized: 50.75 issued and outstanding on September 30, 2021 and March 31, 2021		5,075,140		5,075,140
Class A Common Stock, $0.001 par value; 2,000,000,000 shares authorized; 35,785,858 shares issued and outstanding on September 30, 2021 and March 31, 2021		35,786		35,786
Class B Common Stock, $0.001 par value; 100,000,000 shares authorized; 4,777,332 and 4,687,332 shares issued and outstanding on September 30, 2021 and March 31, 2021, respectively		4,778		4,688
Additional paid-in capital		55,770,144		51,658,183
Accumulated deficit		(57,259,067)		(57,367,534)
Total stockholders’ equity		10,403,781		6,183,263
Total liabilities and stockholders’ equity	$	20,476,367	$	15,972,306

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

5

ROCKY MOUNTAIN INDUSTRIALS, INC.

Condensed Consolidated Statements of Operations (Unaudited)

	For the three months ended				For the six months ended
	September 30,				September 30,
	2021		2020		2021		2020
Revenue	$	381,882	$	174,300	$	781,794	$	443,261
Cost of goods sold		370,960		152,990		655,853		343,668
Gross profit		10,922		21,310		125,941		99,593
Selling, general and administrative (includes depreciation, depletion and amortization for the three months ended of $74,145 in 2021 and $78,568 in 2020; and for the six months ended of $149,649 in September 2021 and $157,506 in September 2020)		3,113,199		3,051,235		5,923,648		5,965,605
Loss from operations		(3,102,277)		(3,029,925)		(5,797,707)		(5,866,012)
Gain on sale of assets		5,862,576		—		5,862,576		—
Other income		—		—		438,500		—
Interest income (expense), net		(156,408)		(215,151)		(319,517)		(333,801)
Loss before income tax provision		2,603,891		(3,245,076)		183,852		(6,199,813)
Income tax expense		—		—		—		—
Net income (loss) from continuing operations		2,603,891		(3,245,076)		183,852		(6,199,813)
Net income (loss) from discontinued operations, net of tax		400,000		(898,250)		400,000		(1,309,495)
Net income (loss)	$	3,003,891	$	(4,143,326)	$	583,852	$	(7,509,308)
Earnings (loss) per shares - continuing operations - basic and diluted	$	0.42	$	(0.52)	$	0.03	$	(0.97)
Earnings (loss) per shares - discontinued operations - basic and diluted	$	0.06	$	(0.14)	$	0.06	$	(0.21)
Earnings (loss) per shares - basic	$	0.44	$	(0.70)	$	0.02	$	(1.24)
Earnings (loss) per shares - diluted	$	0.37	$	(0.70)	$	0.01	$	(1.24)
Weighted average shares outstanding - basic		6,272,087		6,296,869		6,564,647		6,358,966
Weighted average shares outstanding - diluted		7,498,677		6,296,869		7,760,143		6,358,966

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

6

ROCKY MOUNTAIN INDUSTRIALS, INC.

Statements of Changes in Stockholder Equity (Unaudited)

							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
Exchange 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 Series 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

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

7

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, 2021	35,785,858	$	35,786	4,687,332	$	4,688		48.27	$	4,827,000		19.45	$	1,950,000		50.75	$	5,075,140	$	51,658,183	$	(57,367,534)	$	6,183,263
Issuance of restricted Class B Common stock for compensation	—		—	140,000		140		—		—		—		—		—		—		(141)		—		(1)
Quarterly dividends on Series A-1 and A-2 Preferred shares	—		—	—		—		—		—		—		—		—		—		—		(236,393)		(236,393)
Stock-based compensation	—		—	—		—		—		—		—		—		—		—		1,691,651		—		1,691,651
Net loss	—		—	—		—		—		—		—		—		—		—		—		(2,420,039)		(2,420,039)
Balance, June 30, 2021	35,785,858		35,786	4,827,332		4,828		48.27		4,827,000		19.45		1,950,000		50.75		5,075,140		53,349,693		(60,023,966)		5,218,481
Issuance of Class B Common Shares upon exercise of warrants	—		—	20,000		20		—		—		—		—		—		—		(19)		—		1
Issuance of Class B Common shares for services	—		—	30,000		30		—		—		—		—		—		—		749,970		—		750,000
Forfeiture of Class B Common stock	—		—	(100,000)		(100)		—		—		—		—		—		—		100		—		—
Quarterly dividends on Series A-1 and A-2 Preferred shares	—		—	—		—		—		—		—		—		—		—		—		(238,992)		(238,992)
Stock-based compensation	—		—	—		—		—		—		—		—		—		—		1,670,400		—		1,670,400
Net income	—		—	—		—		—		—		—		—		—		—		—		3,003,891		3,003,891
Balance, September 30, 2021	35,785,858	$	35,786	4,777,332	$	4,778		48.27	$	4,827,000		19.45	$	1,950,000		50.75	$	5,075,140	$	55,770,144	$	(57,259,067)	$	10,403,781

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

8

ROCKY MOUNTAIN INDUSTRIALS, INC.

Condensed Consolidated Statements of Cash Flows (Unaudited)

	Six months ended
	September 30,
	2021		2020
Cash flow from operating activities:
Net income (loss)	$	583,852	$	(7,509,308)
Adjustments to reconcile net loss to net cash used in operating activities:
Operating and investing cash flows for discontinued operations		(418,853)		2,445,604
Depreciation, depletion and amortization expense		149,649		157,506
Stock-based compensation		3,362,051		2,590,210
Gain/loss on sale of assets		(5,839,126)		—
Amortization of debt discount		69,158		271,939
Accretion expense		5,834		5,317
Debt forgiveness		(438,500)		—
Other		(1)		—
Changes in operating assets and liabilities:
Accounts receivable		(158,362)		20,932
Other receivables		896,580		—
Inventory		(11,420)		9,520
Prepaid expenses		162,332		191,665
Restricted cash		(80)		(8,729)
Deposits and other assets		2,505		(256,593)
Accounts payable		(38,439)		64,986
Accrued liabilities		(399,997)		293,105
Accrued liabilities, related parties		(183,750)		370,000
Net cash used in operating activities		(2,256,567)		(1,353,846)
Cash Flows from Investing Activities:
Proceeds from asset disposals		33,215		—
Investments in land under development		(2,178,053)		(334,436)
Reimbursement of land under development cost from Metro District		2,034,821		—
Proceeds from sale of water rights		5,931,250		—
Purchase of property, plant and equipment		—		(9,843)
Net cash provided by (used in) investing activities		5,821,233		(344,279)
Cash Flows from Financing Activities:
Proceeds from note payable		2,104,483		3,788,500
Repayment of debt		—		(2,601,600)
Repayment of notes payable		(771,332)		—
Proceeds from exercise of Class B common stock warrants		—		31,250
Proceeds from issuance of Series A-2 Preferred shares		—		1,500,000
Net cash provided by (used in) financing activities		1,333,151		2,718,150
Net increase in cash		4,897,817		1,020,025
Cash at beginning of period		1,621,822		57,240
Cash at end of period	$	6,519,639	$	1,077,265
Supplemental cash flow information
Cash paid for interest	$	132,215	$	87,278
Cash paid for income taxes		—		—

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

9

ROCKY MOUNTAIN INDUSTRIALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.”

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 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

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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.

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

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim consolidated financial statements 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, 2021, (“2021 Form 10-K”) and should be read in conjunction with such consolidated financial statements and related notes. The 2021 year end consolidated balance sheet data included in the Form 10-Q filing was derived from the audited consolidated financial statements in our 2021 Form 10-K, but does not include all disclosures required by accounting principles generally accepted in the United States. The following notes to these interim consolidated financial statements highlight significant changes to the notes included in the March 31, 2021 audited consolidated financial statements included in our 2021 Form 10-K and present interim disclosures as required by the Securities and Exchange Commission.

Consolidation

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The 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.

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

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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

The fair value of notes payable was $6,418,934 and $5,881,033 as of September 30, 2021 and March 31, 2021, respectively.

Earnings (loss) per Common Share

Basic earnings (loss) per common share is calculated by dividing the net income (loss) 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 earnings (loss) per common share is calculated by dividing net income (loss) by the weighted average 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. In periods in which the Company reports a net loss, diluted earnings per share is the same as basic earnings per share since dilutive common shares are not assumed to have been issued, as their effect is anti-dilutive.

The dilutive effects of stock options, restricted stock awards and convertible securities of 1,226,540 and 1,195,496 equivalent common shares for the three and six months ended September 30, 2021, respectively, were included in weighted average shares outstanding – diluted.

Discontinued Operations

In April 2020, the Company began the shutdown and closing of operations located in Wellington, Colorado comprising substantially all the operations of RMR Logistics and the Logistics segment. The closing of the Wellington location was substantially complete in June, 2020. Substantially all of the mobile equipment was sold at auction in August of 2020 at a loss of $836,778. Auction proceeds received was approximately $1,286,768 and was used to pay down debt.

In September 2021, the Company negotiated the forgiveness of the remaining $400,000 obligation related to the asset purchase agreement with H2K, LLC. The $400,000 forgiveness has been reflected as other income in the results from discontinued operations for the three and six months ended September 30, 2021.

Carrying amounts of major classes of assets and liabilities included in discontinued operations are comprised of the following as of:

	March 31,
	2021
Other noncurrent assets		5,000
Total assets held for sale	$	5,000
Accounts payable and accrued liabilities	$	23,853
Debt		400,000
Total liabilities held for sale	$	423,853

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Major line items comprising net income (loss) from discontinued operations are comprised of the following:

		Three Months Ended September 30,				Six Months Ended September 30,
		2021		2020		2021		2020
Revenue	$	—	$	220	$	—	$	122,665
Cost of goods sold		—		(8,648)		—		(199,004)
		—		(8,428)		—		(76,339)
Selling, general and administrative (including depreciation and amortization)		—		39,551		—		368,161
Other income		400,000		—		400,000		—
Interest expense, net		—		13,493		—		28,217
Loss on sales of fixed assets		—		(836,778)		—		(836,778)
Net income (loss) from discontinued operations	$	400,000	$	(898,250)	$	400,000	$	(1,309,495)

3. INVENTORY

Inventory, for which there was none as of March, 31, 2021, is valued at the lower of cost (average) or market.

	September 30,
	2021
Blasted Rock	$	11,420
Packaging		—
Total	$	11,420

4. PROPERTY, PLANT AND EQUIPMENT

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

	September 30,		March 31,
	2021		2021
Recoverable Limestone	$	1,477,469	$	1,477,469
Mill Equipment		1,229,987		1,229,988
Mining Equipment		336,934		336,934
Mobile Equipment		827,157		844,664
Other		78,973		78,973
Total		3,950,520		3,968,028
Less: Accumulated Depreciation		(1,428,578)		(1,295,367)
Property, plant and equipment, net	$	2,521,942	$	2,672,661

5. NOTES PAYABLE

In April and June 2020, the Company executed two unsecured note agreements with an investor totaling $1,000,000. The unsecured notes are carried net of original issue discount (10%), which is being amortized on a straight line basis, which approximates the effective interest method. In April 2021, the maturity dates of the two notes, with a then total outstanding accreted balance of $861,111 were extended to May 1, 2022.

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 "PPP Loan") under the PPP, evidenced by promissory notes, with Simmons Bank ("Simmons"), providing for $438,500 in proceeds, which was funded to the Company on April 24, 2020. In June 2020, the Paycheck Protection Program

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Flexibility Act of 2020 (the "PPPFA") was signed into law and established the payment dates in the event that amounts borrowed under the PPP are not forgiven. The PPP Loans mature April 20, 2022, but may be forgiven subject to the terms of the PPP and approval by the SBA. The Company recorded the PPP Loan as a debt obligation and accrues interest over the term 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.

In May 2021, the Company submitted its applications to the SBA for forgiveness of the PPP Loans. 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 debt forgiveness resulted in the recognition of a gain on extinguishment of debt (other income) in the amount of $438,500 in the Consolidated Statements of Operations in the three month period ended June 30, 2021.

					Effective
	September 30, 2021		March 31, 2021		Interest Rate	Maturity Date
Equipment Loan	$	58,437	$	122,248	2.10% - 6.30%	August 25, 2021 - January 22, 2023
Secured promissory note		5,002,746		3,582,183	12.00%	March 5, 2022
Unsecured notes		887,580		1,250,424	10.00%	May 1, 2022
Promisory notes		314,077		337,678	1.09%	January 1, 2025
Secured disaster loan (SBA)		156,094		150,000	3.75%	September 9, 2050
Promissory notes (PPP loan)				438,500	1.00%	April 20, 2022
		6,418,934		5,881,033
Unamortized debt issuance cost		(22,890)		(54,892)
		6,396,044		5,826,141
Discontinued operations		—		(400,000)
Less: current portion		(5,920,927)		(4,474,082)
Debt due after one year	$	475,117	$	952,059

6. TRANSACTIONS WITH RELATED PARTIES

As of September 30, 2021, the Company has accrued $1,127,500 for unpaid officers’ compensation expense in accordance with consulting agreements with our Non-executive Board Chairman and Chief Executive 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.

7. SHAREHOLDERS’ EQUITY

Preferred Stock

The Company has authorized 50,000,000 shares of preferred stock for issuance. 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 senior, with respect to dividend rights and to rights upon any voluntary or involuntary liquidation, dissolution or winding

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up of the Company (each, a "Liquidation Event") in preference and priority to the Class A Common Stock and Class B Common Stock of the Company.

Voting Rights

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

Dividends

Series A-1 Preferred Stock and Series A-2 Preferred Stock, accrue dividends at the rate per annum of $8,000 (“Accruing Dividends”), subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred Stock, whether or not declared, and 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.

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 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.

8. SHARE-BASED COMPENSATION

The RMR Industrials, Inc. 2015 Equity Incentive Plan (the “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 September 30, 2021, there were 856,714 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.

9. SEGMENT REPORTING

For the three and six months ended September 30, 2021 and 2020, the Company has two reportable segments: Aggregates and Rail Park. The Aggregates segment produces chemical grade lime for use in the aggregates market. The Rail Park segment consists of land under development to provide a rail terminal and services facility and currently have no operational activity. The Rail Park will require significant future capital investment before the segment starts generating recurring revenue. The Rail Park development commenced in the first half of calendar year 2021.

The Aggregates segment has three major customers, a mining operation (“Mine”) and two construction companies (“Construction A and B”), that accounted for approximately 21%, 21% and 47% of Aggregates segment revenue for the three months ended September 30, 2020, respectively. Mine, Construction A and Construction B accounted for approximately 21%, 21% and 25%, of Aggregate segment revenues for the six months ended September 30, 2021, respectively.  

As of September 30, 2020, Construction A accounted for approximately 70% and an additional construction company accounted for approximately 15% of Aggregates segment accounts receivable balance, respectively. 

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

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

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

		Three months ended September 30, 2021								Six months ended September 30, 2021
		Aggregates		Rail Park		Other/Corporate		Total		Aggregates		Rail Park		Other/Corporate		Total
Revenue	$	381,882	$	—	$	—	$	381,882	$	781,794	$	—	$	—	$	781,794
Gross profit		10,922		—		—		10,922		125,941		—		—		125,941
Selling, general and administrative		145,356		—		2,967,843		3,113,199		285,990		—		5,637,658		5,923,648
Property, plant and equipment, net		2,494,917		—		27,025		2,521,942		2,494,917		—		27,025		2,521,942
Land under development		—		7,707,006		—		7,707,006		—		7,689,561		17,445		7,707,006

		Three months ended September 30, 2020								Six months ended September 30, 2020
		Aggregates		Rail Park		Other/Corporate		Total		Aggregates		Rail Park		Other/Corporate		Total
Revenue	$	174,300	$	—	$	—	$	174,300	$	443,261	$	—	$	—	$	443,261
Gross profit		21,310		—		—		21,310		99,593		—		—		99,593
Selling, general and administrative		193,558		—		2,857,677		3,051,235		632,179		—		5,333,426		5,965,605
Property, plant and equipment		2,750,867		—		61,612		2,812,479		2,750,867		—		61,612		2,812,479
Land under development		—		7,497,146		12,906		7,510,052		—		7,497,146		12,906		7,510,052

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, approximately $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

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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.

10. 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 September 30, 2021, the Company’s undiscounted reclamation obligations totaled approximately $366,000. This obligation is expected to be settled within the next 20 years.

Reclamation costs resulting from the normal use of long-lived assets, either owned or leased, are recognized over the period the asset is in use. The obligation, which cannot be reduced by estimated offsetting cash flows, is recorded at fair value 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, 2020	$	119,593
Liabilities incurred		—
Accretion expense		5,834
Balance at September 30, 2021	$	125,427

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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. 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. (“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, our name was changed from Rocky Mountain Resource Holdings, Inc. to “RMR Industrials, Inc.” On January 1, 2020, we changed our name from RMR Industrials, Inc., to “Rocky Mountain Industrials, Inc.”

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

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. In April 2020, the Company

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began the shutdown of substantially all the operations of RMR Logistics with the closure of its Wellington, Colorado location and the disposal of its operational assets through auction.

Results of Operations

Comparison of the Three and Six Months Ended September 30, 2021 and September 30, 2020

Revenues

Our revenues for the three-month and six-month period ended September 30, 2021 were $381,882 and $781,794, respectively. This compares to revenue for the same period ended September 30, 2020 of $174,300 and $443,261.

Cost of Goods Sold

Our cost of goods sold for the three-month and six-month periods ended September 30, 2021 were $370,960 and $655,853, respectively. This compares to cost of goods sold for the same periods ended September 30, 2020 of $152,990 and $343,668.

Operating Expenses

Our operating expenses for the three-month and six-month periods ended September 30, 2021 were $3,113,199 and $5,923,648. This compares to operating expenses for the same periods ended September 30, 2020 of $3,051,235 and $5,965,605. 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 and six-month periods ended September 30, 2021 were $156,408 and $319,517, compared to $215,151 and $333,801 of interest expense for the same period ended September 30, 2020.

Net Income (Loss)

Our net income for the three-month and six-month periods ended September 30, 2021 was $3,003,891 and $583,852. This compares to a net loss for the same periods ended September 30, 2020 of $4,143,326 and $7,509,308.

Liquidity and Capital Resources

As of September 30, 2021, we had current assets of $9,879,819, total current liabilities of $9,345,619 and working capital  of $534,200. We have incurred an accumulated loss of $57,259,067 since inception.

In past years, the Company funded operations by using cash proceeds received through the issuance of common and preferred stock and proceeds from debt financing. However, several significant transactions have occurred over the last 12 months that have positively impacted the net financial position of the Company and strengthened its financial position and its ability to meet future obligation over the next 12 months without a need to raise additional funds as it has traditionally been required to do. These include: 

1. Rail Park FDP and Final Plat were unanimously approved by the Adams County Board of County Commissioners on September 1, 2020, paving the way for lot sales and construction.  

2. On January 14, 2021, the Company sold an 83-acre lot to a Fortune 500 company for a gross sales price of $9.1M. This purchase was the first of twelve available lots in the Rail Park. Lot sales will be a primary source of cash inflows for the Company with significant interest from many potential light and heavy industrial tenants.  

20

3. The RMRP Metro District bond offering closed on April 15, 2021, raising total proceeds of approximately $65.2M.  These bond proceeds will fund the public infrastructure costs of the Rail Park. Total Rail Park project cost have been budgeted at between $60M and $75M of which approximately 75% is considered public infrastructure and therefore not an obligation of the Company. The Company is responsible for the remaining approximately 25%.  

4. Construction on the south parcels of the Rail Park (approximately 150 acres) began in April 2021. The Company has in place a construction loan facility of $12M to fund it portion of construction costs (i.e., those not funded with Metro District bond proceeds).  

5. To date the Company has received approximately $2M as reimbursement of “pre-construction” costs that were incurred prior to the closing of the Bond Offering in April. 

6. In September 2021, the Company sold its water rights underlying the Rail Park, to the Metro District for approximately $5.9M.

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 September 30, 2021, 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 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.

21

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 September 30, 2021 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 six months ended September 30, 2021, there were no sales of unregistered equity securities.

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.

22

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.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 Presentation Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

* Filed herewith

23

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

24

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Brian Fallin, certify that:

1. I have reviewed this Quarterly Report of Rocky Mountain Industrials, Inc. for the period ended September 30, 2021.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its subsidiaries, is made known to us by others within those entities, particularly during the period in which the report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design of operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: December 15, 2021	By:	/s/ Brian Fallin
	Brian Fallin
	Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Brian H. Aratani, certify that:

1. I have reviewed this Quarterly Report of Rocky Mountain Industrials, Inc. for the period ended September 30, 2021.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its subsidiaries, is made known to us by others within those entities, particularly during the period in which the report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design of operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

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

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report on Form 10-Q of Rocky Mountain Industrials, Inc. (the “Company”) for the period ended September 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

By:	/s/ Brian Fallin
Brian Fallin
Chief Executive Officer (Principal Executive Officer)
Date: December 15, 2021

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report on Form 10-Q of Rocky Mountain Industrials, Inc. (the “Company”) for the period ended September 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

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

EX-95

Exhibit 95

Mine Safety Disclosures

The operation of the Company’s aggregate mine is subject to regulation by the Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). MSHA inspects the Company’s mine on a regular basis and issues various citations and orders when it believes a violation has occurred under the Mine Act. Whenever MSHA issues a citation or order, it also generally proposes a civil penalty, or fine, related to the alleged violation. Citations or orders can be contested and appealed, and as part of that process, are often reduced in severity and amount, and are sometimes dismissed.

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the Company is required to present information regarding certain mining safety and health citations which MSHA has issued with respect to its aggregates mining operations in its periodic reports filed with the Securities and Exchange Commission (the “SEC”). In evaluating this information, consideration should be given to factors such as: (i) the number of citations and orders will vary depending on the size of the quarry or mine and type of operations (underground or surface), (ii) the number of citations issued will vary from inspector to inspector and location to location, and (iii) citations and orders can be contested and appealed, and in that process, may be reduced in severity and amount, and are sometimes dismissed.

The Company presents the following items regarding certain mining safety and health matters for the three months ended September 30, 2021:

● Total number of violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard under section 104 of the Mine Act for which the Company received a citation from MSHA (hereinafter, “Section 104 S&S Citations”). If MSHA determines that a violation of a mandatory health or safety standard is reasonably likely to result in a reasonably serious injury or illness under the unique circumstance contributed to by the violation, MSHA will classify the violation as a “significant and substantial” violation (commonly referred to as a “S&S” violation). MSHA inspectors will classify each citation or order written as a “S&S” violation or not.

● Total number of orders issued under section 104(b) of the Mine Act (hereinafter, “Section 104(b) Orders”). These orders are issued for situations in which MSHA determines a previous violation covered by a Section 104(a) citation has not been totally abated within the prescribed time period, so a further order is needed to require the mine operator to immediately withdraw all persons (except certain authorized persons) from the affected area of a quarry or mine.

● Total number of citations and orders for unwarrantable failure of the mine operator to comply with mandatory health or safety standards under Section 104(d) of the Mine Act (hereinafter, “Section 104(d) Citations and Orders”). These violations are similar to those described above, but the standard is that the violation could significantly and substantially contribute to the cause and effect of a safety or health hazard, but the conditions do not cause imminent danger, and the MSHA inspector finds that the violation is caused by an unwarranted failure of the operator to comply with the health and safety standards.

· Total number of flagrant violations under section 110(b)(2) of the Mine Act (hereinafter, “Section 110(b)(2) Violations”). These violations are penalty violations issued if MSHA determines that violations are “flagrant”, for which civil penalties may be assessed. A “flagrant” violation means a reckless or repeated failure to make reasonable efforts to eliminate a known violation of a mandatory health or safety standard that substantially and proximately caused, or reasonably could have been expected to cause, death or serious bodily injury.

· Total number of imminent danger orders issued under section 107(a) of the Mine Act (hereinafter, “Section 107(a) Orders”). These orders are issued for situations in which MSHA determines an imminent danger exists in the quarry or mine and results in orders of immediate withdrawal of all persons (except certain authorized persons) from the area of the quarry or mine affected by its condition until the imminent danger and the underlying conditions causing the imminent danger no longer exist.

· Total Dollar Value of MSHA Assessments Proposed. These are the amounts of proposed assessments issued by MSHA with each citation or order for the time period covered by the report. Penalties are assessed by MSHA according to a formula that considers a number of factors, including the mine operator’s history, size, negligence, gravity of the violation, good faith in trying to correct the violation promptly, and the effect of the penalty on the operator’s ability to continue in business.

· Total Number of Mining-Related Fatalities. Mines subject to the Mine Act are required to report all fatalities occurring at their facilities unless the fatality is determined to be “non-chargeable” to the mining industry. The final rules of the SEC require disclosure of mining-related fatalities at mines subject to the Mine Act. Only fatalities determined by MSHA not to be mining-related may be excluded.

· Receipt of written notice from MSHA of a pattern (or a potential to have such a pattern) of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of other mine health or safety hazards under section 104(e) of the Mine Act. If MHSA determines that a mine has a “pattern” of these types of violations, or the potential to have such a pattern, MSHA is required to notify the mine operator of the existence of such a thing.

· Legal Actions Pending as of the Last Day of Period.

·Legal Actions Initiated During Period.

·Legal Actions Resolved During Period.

The Federal Mine Safety and Health Review Commission (the “Commission”) is an independent adjudicative agency that provides administrative trial and appellate review of legal disputes arising under the Mine Act. The cases may involve, among other questions, challenges by operators to citations, orders and penalties they have received from MSHA, or complaints of discrimination by miners under Section 105 of the Mine Act. The table below shows that for the three-month period ended September 30, 2021, the number of legal actions pending before the Commission, along with the number of legal actions initiated before the Commission during the period as well as resolved during the period. In addition, the table below includes a footnote to the column for legal actions before the Commission pending as of the last day of the period, which footnote breaks down that total number of legal actions pending by categories according to the type of proceeding in accordance with various categories established by the procedural rules of the Commission.

Received

Received

Notice

Notice

Citation

of

of

Contests

Total

Pattern

Potential

Pending

Section

Total

Number

of

to have

as of

Citation

Citation

Section

104(d)

Dollar

of

Violation

Pattern

Last

Contests

Contests

104

Section

Citations

Section

Section

Value of

Mining

Under

Under

Day

Instituted

Resolved

S&S

104(b)

and

110(b)(2)

107(a)

MSHA

Related

Section

Section

of

During

During

MSHA

Citations

Orders

Orders

Violations

Orders

Assessment/$

Fatalities

104(e)

104(e)

Period

Period

Period

Location

ID

(#)

(#)

(#)

(#)

(#)

Proposed

(#)

(yes/no )

(yes/no )

(#)

(#)

(#)

Mid-Continent Quarry

0504954

0

0

0

0

0

0

0

0

0

0

0

0

XML

Document And Entity Information - shares	6 Months Ended
	Sep. 30, 2021	Dec. 31, 2021	Dec. 15, 2021
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Entity Registrant Name	Rocky Mountain Industrials, Inc.
Entity Central Index Key	0001556179
Current Fiscal Year End Date	--03-31
Entity Current Reporting Status	No
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Small Business	true
Entity Ex Transition Period	false
Entity Filer Category	Non-accelerated Filer
Entity Interactive Data Current	No
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	0-55402
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	46-0750094
Entity Address, Address Line One	4601 DTC Blvd.
Entity Address, Address Line Two	Suite 130
Entity Address, City or Town	Denver
City Area Code	720
Local Phone Number	614-5213
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80237
Preferred stock, shares outstanding		118.5
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding			35,785,858
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		4,822,322

XML

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2021	Mar. 31, 2021
Current assets
Cash	$ 6,519,639	$ 1,621,822
Accounts receivable	229,917	71,555
Other receivables	2,507,430	3,404,010
Inventory	11,420	0
Prepaid expenses	426,008	588,340
Restricted cash	185,405	185,325
Assets held for sale	0	5,000
Total current assets	9,879,819	5,876,052
Property, plant, and equipment, net	2,521,942	2,672,661
Land under development	7,707,006	6,929,630
Right of use asset	126,423	241,868
Asset retirement obligation, net	73,554	75,984
Other intangibles, net	58,950	64,933
Deposits and other assets	108,673	111,178
Total assets	20,476,367	15,972,306
Current liabilities
Accounts payable	571,777	610,216
Accrued liabilities	241,089	647,180
Accrued liabilities, related party	1,127,500	1,311,250
Dividends payable	1,484,326	1,008,942
Debt due within one year	5,920,927	4,474,082
Liabilities held for sale	0	423,853
Total current liabilities	9,345,619	8,475,523
Debt due after one year	475,117	952,059
Lease liability	126,423	241,868
Accrued reclamation liability	125,427	119,593
Total liabilities	10,072,586	9,789,043
Commitments and Contingencies
Stockholders' Equity
Additional paid-in capital	55,770,144	51,658,183
Accumulated deficit	(57,259,067)	(57,367,534)
Total stockholders' equity	10,403,781	6,183,263
Total liabilities and stockholders' equity	20,476,367	15,972,306
Series A-1 Preferred Stock
Stockholders' Equity
Preferred Stock	4,827,000	4,827,000
Series A-2 Preferred Stock
Stockholders' Equity
Preferred Stock	1,950,000	1,950,000
Series A-3 Preferred Stock
Stockholders' Equity
Preferred Stock	5,075,140	5,075,140
Class A Common Stock
Stockholders' Equity
Common Stock	35,786	35,786
Class B Common Stock
Stockholders' Equity
Common Stock	$ 4,778	$ 4,688

XML

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2021	Mar. 31, 2021
Preferred stock, shares authorized	50,000,000
Series A-1 Preferred Stock
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	48.27	48.27
Preferred stock, shares outstanding	48.27	48.27
Series A-2 Preferred Stock
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	19.45	19.45
Preferred stock, shares outstanding	19.45	19.45
Series A-3 Preferred Stock
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	50.75	50.75
Preferred stock, shares outstanding	50.75	50.75
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	2,000,000,000	2,000,000,000
Common stock, shares issued	35,785,858	35,785,858
Common stock, shares outstanding	35,785,858	35,785,858
Class B Common Stock
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	4,777,332	4,777,332
Common stock, shares outstanding	4,687,332	4,687,332

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Condensed Consolidated Statements of Operations (Unaudited)
Revenue	$ 381,882	$ 174,300	$ 781,794	$ 443,261
Cost of goods sold	370,960	152,990	655,853	343,668
Gross profit	10,922	21,310	125,941	99,593
Selling, general and administrative (includes depreciation, depletion and amortization for the three months ended of $74,145 in 2021 and $78,568 in 2020; and for the six months ended of $149,649 in September 2021 and $157,506 in September 2020)	3,113,199	3,051,235	5,923,648	5,965,605
Loss from operations	(3,102,277)	(3,029,925)	(5,797,707)	(5,866,012)
Gain on sale of assets	5,862,576		5,862,576	0
Other income			438,500	0
Interest income (expense), net	(156,408)	(215,151)	(319,517)	(333,801)
Loss before income tax provision	2,603,891	(3,245,076)	183,852	(6,199,813)
Income tax expense				0
Net income (loss) from continuing operations	2,603,891	(3,245,076)	183,852	(6,199,813)
Net income (loss) from discontinued operations, net of tax	400,000	(898,250)	400,000	(1,309,495)
Net income (loss)	$ 3,003,891	$ (4,143,326)	$ 583,852	$ (7,509,308)
Earnings (loss) per shares - discontinued operations - basic	$ 0.06	$ (0.14)	$ 0.06	$ (0.21)
Earnings (loss) per shares - discontinued operations - diluted	0.06	(0.14)	0.06	(0.21)
Earnings (loss) per shares - continuing operations - basic	0.42	(0.52)	0.03	(0.97)
Earnings (loss) per shares - continuing operations - diluted	0.42	(0.52)	0.03	(0.97)
Earnings (loss) per shares - basic	0.44	(0.70)	0.02	(1.24)
Earnings (loss) per shares - diluted	$ 0.37	$ (0.70)	$ 0.01	$ (1.24)
Weighted average shares outstanding - basic	6,272,087	6,296,869	6,564,647	6,358,966
Weighted average shares outstanding - diluted	7,498,677	6,296,869	7,760,143	6,358,966

XML

Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Condensed Consolidated Statements of Operations (Unaudited)
Depreciation, depletion and amortization	$ 74,145	$ 78,568	$ 149,649	$ 157,506

XML

Statements of Changes in Stockholder Equity (Unaudited) - USD ($)	Preferred Shares Series A-1 Preferred Stock	Preferred Shares Series A-2 Preferred Stock	Preferred Shares Series A-3 Preferred Stock	Common Stock Class A Common Stock	Common Stock Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit	Series A-1 Preferred Stock	Series A-2 Preferred Stock	Total
Balance at Mar. 31, 2020	$ 4,327,000			$ 35,786	$ 5,277	$ 49,276,203	$ (48,572,143)			$ 5,072,123
Balance (in shares) at Mar. 31, 2020	43.27			35,785,858	4,840,919
Stock-based compensation from stock options						1,295,104				1,295,104
Issuance of preferred shares		$ 1,500,000								1,500,000
Issuance of preferred shares (in shares)		14.95
Issuance of preferred shares for services	$ 500,000									500,000
Issuance of preferred shares for services (in shares)	5.00
Issuance of restricted common shares for compensation					$ 5	(5)
Issuance of restricted common shares for compensation (in shares)					5,000
Issuance of preferred stock for debt settlement		$ 200,000								200,000
Issuance of preferred stock for debt settlement (in shares)		2.00
Issuance of preferred stock for notes payable settlement		$ 250,000								250,000
Issuance of preferred stock for notes payable settlement (in shares)		2.50
Exchange of Common Stock for Preferred shares			$ 5,075,140		$ (338)	(5,074,802)
Exchange of Common Stock for Preferred shares (in shares)			50.75		(338,343)
Other					$ (436)	436
Quarterly dividends on preferred shares							(157,132)			(157,132)
Net income (loss)							(3,365,982)			(3,365,982)
Balance at Jun. 30, 2020	$ 4,827,000	$ 1,950,000	$ 5,075,140	$ 35,786	$ 4,508	45,496,936	(52,095,257)			5,294,113
Balance (in shares) at Jun. 30, 2020	48.27	19.45	50.75	35,785,858	4,507,576
Balance at Mar. 31, 2020	$ 4,327,000			$ 35,786	$ 5,277	49,276,203	(48,572,143)			5,072,123
Balance (in shares) at Mar. 31, 2020	43.27			35,785,858	4,840,919
Net income (loss)										(7,509,308)
Balance at Sep. 30, 2020	$ 4,827,000	$ 1,950,000	$ 5,075,140	$ 35,786	$ 4,508	47,198,292	(56,477,575)			2,613,151
Balance (in shares) at Sep. 30, 2020	48.27	19.45	50.75	35,785,858	4,507,076
Balance at Jun. 30, 2020	$ 4,827,000	$ 1,950,000	$ 5,075,140	$ 35,786	$ 4,508	45,496,936	(52,095,257)			5,294,113
Balance (in shares) at Jun. 30, 2020	48.27	19.45	50.75	35,785,858	4,507,576
Forfeiture of common stock					$ (18)	18
Forfeiture of common stock (in shares)					(18,000)
Stock-based compensation from stock options						1,295,106				1,295,106
Issuance of common shares upon exercise of warrants					$ 3	31,247				31,250
Issuance of common shares upon exercise of warrants (in shares)					2,500
Issuance of common stock for services					$ 15	374,985				375,000
Issuance of common stock for services (Shares)					15,000
Quarterly dividends on preferred shares							(238,992)			(238,992)
Net income (loss)							(4,143,326)			(4,143,326)
Balance at Sep. 30, 2020	$ 4,827,000	$ 1,950,000	$ 5,075,140	$ 35,786	$ 4,508	47,198,292	(56,477,575)			2,613,151
Balance (in shares) at Sep. 30, 2020	48.27	19.45	50.75	35,785,858	4,507,076
Balance at Mar. 31, 2021	$ 4,827,000	$ 1,950,000	$ 5,075,140	$ 35,786	$ 4,688	51,658,183	(57,367,534)			6,183,263
Balance at Mar. 31, 2021										6,183,263
Balance (in shares) at Mar. 31, 2021	48.27	19.45	50.75	35,785,858	4,687,332
Stock-based compensation from stock options						1,691,651				1,691,651
Issuance of restricted common shares for compensation					$ 140	(141)				(1)
Issuance of restricted common shares for compensation (in shares)					140,000
Quarterly dividends on preferred shares							(236,393)			(236,393)
Net income (loss)							(2,420,039)			(2,420,039)
Balance at Jun. 30, 2021	$ 4,827,000	$ 1,950,000	$ 5,075,140	$ 35,786	$ 4,828	53,349,693	(60,023,966)			5,218,481
Balance (in shares) at Jun. 30, 2021	48.27	19.45	50.75	35,785,858	4,827,332
Balance at Mar. 31, 2021	$ 4,827,000	$ 1,950,000	$ 5,075,140	$ 35,786	$ 4,688	51,658,183	(57,367,534)			6,183,263
Balance at Mar. 31, 2021										6,183,263
Balance (in shares) at Mar. 31, 2021	48.27	19.45	50.75	35,785,858	4,687,332
Quarterly dividends on preferred shares								$ (8,000)	$ (8,000)
Net income (loss)										583,852
Balance at Sep. 30, 2021										10,403,781
Balance at Sep. 30, 2021	$ 4,827,000	$ 1,950,000	$ 5,075,140	$ 35,786	$ 4,778	55,770,144	(57,259,067)			10,403,781
Balance (in shares) at Sep. 30, 2021	48.27	19.45	50.75	35,785,858	4,777,332
Balance at Jun. 30, 2021	$ 4,827,000	$ 1,950,000	$ 5,075,140	$ 35,786	$ 4,828	53,349,693	(60,023,966)			5,218,481
Balance (in shares) at Jun. 30, 2021	48.27	19.45	50.75	35,785,858	4,827,332
Forfeiture of common stock					$ (100)	100
Forfeiture of common stock (in shares)					(100,000)
Stock-based compensation from stock options						1,670,400				1,670,400
Issuance of common shares upon exercise of warrants					$ 20	(19)				1
Issuance of common shares upon exercise of warrants (in shares)					20,000
Issuance of common stock for services					$ 30	749,970				750,000
Issuance of common stock for services (Shares)					30,000
Quarterly dividends on preferred shares							(238,992)			(238,992)
Net income (loss)							3,003,891			3,003,891
Balance at Sep. 30, 2021										10,403,781
Balance at Sep. 30, 2021	$ 4,827,000	$ 1,950,000	$ 5,075,140	$ 35,786	$ 4,778	$ 55,770,144	$ (57,259,067)			$ 10,403,781
Balance (in shares) at Sep. 30, 2021	48.27	19.45	50.75	35,785,858	4,777,332

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Cash flow from operating activities:
Net income (loss)	$ 583,852	$ (7,509,308)
Adjustments to reconcile net loss to net cash used in operating activities:
Operating and investing cash flows for discontinued operations	(418,853)	2,445,604
Depreciation, depletion and amortization expense	149,649	157,506
Stock-based compensation	3,362,051	2,590,210
Gain/loss on sale of assets	(5,839,126)	0
Amortization of debt discount	69,158	271,939
Accretion expense	5,834	5,317
Debt forgiveness	(438,500)	0
Other	(1)	0
Changes in operating assets and liabilities:
Accounts receivable	(158,362)	20,932
Other receivables	896,580	0
Inventory	(11,420)	9,520
Prepaid expenses	162,332	191,665
Restricted cash	(80)	(8,729)
Deposits and other assets	2,505	(256,593)
Accounts payable	(38,439)	64,986
Accrued liabilities	(399,997)	293,105
Accrued liabilities, related parties	(183,750)	370,000
Net cash used in operating activities	(2,256,567)	(1,353,846)
Cash Flows from Investing Activities:
Proceeds from asset disposals	33,215	0
Investments in land under development	(2,178,053)	(334,436)
Reimbursement of land under development cost from Metro District	2,034,821	0
Proceeds from sale of water rights	5,931,250	0
Purchase of property, plant and equipment	0	(9,843)
Net cash provided by (used in) investing activities	5,821,233	(344,279)
Cash Flows from Financing Activities:
Proceeds from note payable	2,104,483	3,788,500
Repayment of debt	0	(2,601,600)
Repayment of notes payable	(771,332)	0
Proceeds from exercise of Class B common stock warrants	0	31,250
Net cash provided by (used in) financing activities	1,333,151	2,718,150
Net increase (decrease) in cash	4,897,817	1,020,025
Cash at beginning of period	1,621,822	57,240
Cash at end of period	6,519,639	1,077,265
Supplemental cash flow information
Cash paid for interest	132,215	87,278
Cash paid for income taxes	0	0
Series A-2 Preferred Stock
Cash Flows from Financing Activities:
Proceeds from issuance of preferred shares	$ 0	$ 1,500,000

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ORGANIZATION

6 Months Ended

Sep. 30, 2021

ORGANIZATION

ORGANIZATION

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.”

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 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.

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

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

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Sep. 30, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim consolidated financial statements 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, 2021, (“2021 Form 10-K”) and should be read in conjunction with such consolidated financial statements and related notes. The 2021 year end consolidated balance sheet data included in the Form 10-Q filing was derived from the audited consolidated financial statements in our 2021 Form 10-K, but does not include all disclosures required by accounting principles generally accepted in the United States. The following notes to these interim consolidated financial statements highlight significant changes to the notes included in the March 31, 2021 audited consolidated financial statements included in our 2021 Form 10-K and present interim disclosures as required by the Securities and Exchange Commission.

Consolidation

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The 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.

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

The fair value of notes payable was $6,418,934 and $5,881,033 as of September 30, 2021 and March 31, 2021, respectively.

Earnings (loss) per Common Share

Basic earnings (loss) per common share is calculated by dividing the net income (loss) 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 earnings (loss) per common share is calculated by dividing net income (loss) by the weighted average 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. In periods in which the Company reports a net loss, diluted earnings per share is the same as basic earnings per share since dilutive common shares are not assumed to have been issued, as their effect is anti-dilutive.

The dilutive effects of stock options, restricted stock awards and convertible securities of 1,226,540 and 1,195,496 equivalent common shares for the three and six months ended September 30, 2021, respectively, were included in weighted average shares outstanding – diluted.

Discontinued Operations

In April 2020, the Company began the shutdown and closing of operations located in Wellington, Colorado comprising substantially all the operations of RMR Logistics and the Logistics segment. The closing of the Wellington location was substantially complete in June, 2020. Substantially all of the mobile equipment was sold at auction in August of 2020 at a loss of $836,778. Auction proceeds received was approximately $1,286,768 and was used to pay down debt.

In September 2021, the Company negotiated the forgiveness of the remaining $400,000 obligation related to the asset purchase agreement with H2K, LLC. The $400,000 forgiveness has been reflected as other income in the results from discontinued operations for the three and six months ended September 30, 2021.

Carrying amounts of major classes of assets and liabilities included in discontinued operations are comprised of the following as of:

	March 31,
	2021
Other noncurrent assets		5,000
Total assets held for sale	$	5,000
Accounts payable and accrued liabilities	$	23,853
Debt		400,000
Total liabilities held for sale	$	423,853

Major line items comprising net income (loss) from discontinued operations are comprised of the following:

		Three Months Ended September 30,				Six Months Ended September 30,
		2021		2020		2021		2020
Revenue	$	—	$	220	$	—	$	122,665
Cost of goods sold		—		(8,648)		—		(199,004)
		—		(8,428)		—		(76,339)
Selling, general and administrative (including depreciation and amortization)		—		39,551		—		368,161
Other income		400,000		—		400,000		—
Interest expense, net		—		13,493		—		28,217
Loss on sales of fixed assets		—		(836,778)		—		(836,778)
Net income (loss) from discontinued operations	$	400,000	$	(898,250)	$	400,000	$	(1,309,495)

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INVENTORY

6 Months Ended

Sep. 30, 2021

INVENTORY

INVENTORY

3. INVENTORY

Inventory, for which there was none as of March, 31, 2021, is valued at the lower of cost (average) or market.

	September 30,
	2021
Blasted Rock	$	11,420
Packaging		—
Total	$	11,420

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PROPERTY, PLANT AND EQUIPMENT

6 Months Ended

Sep. 30, 2021

PROPERTY, PLANT AND EQUIPMENT

PROPERTY, PLANT AND EQUIPMENT

4. PROPERTY, PLANT AND EQUIPMENT

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

	September 30,		March 31,
	2021		2021
Recoverable Limestone	$	1,477,469	$	1,477,469
Mill Equipment		1,229,987		1,229,988
Mining Equipment		336,934		336,934
Mobile Equipment		827,157		844,664
Other		78,973		78,973
Total		3,950,520		3,968,028
Less: Accumulated Depreciation		(1,428,578)		(1,295,367)
Property, plant and equipment, net	$	2,521,942	$	2,672,661

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NOTES PAYABLE

6 Months Ended

Sep. 30, 2021

NOTES PAYABLE.

NOTES PAYABLE

5. NOTES PAYABLE

In April and June 2020, the Company executed two unsecured note agreements with an investor totaling $1,000,000. The unsecured notes are carried net of original issue discount (10%), which is being amortized on a straight line basis, which approximates the effective interest method. In April 2021, the maturity dates of the two notes, with a then total outstanding accreted balance of $861,111 were extended to May 1, 2022.

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 "PPP Loan") under the PPP, evidenced by promissory notes, with Simmons Bank ("Simmons"), providing for $438,500 in proceeds, which was funded to the Company on April 24, 2020. In June 2020, the Paycheck Protection Program

Flexibility Act of 2020 (the "PPPFA") was signed into law and established the payment dates in the event that amounts borrowed under the PPP are not forgiven. The PPP Loans mature April 20, 2022, but may be forgiven subject to the terms of the PPP and approval by the SBA. The Company recorded the PPP Loan as a debt obligation and accrues interest over the term 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.

In May 2021, the Company submitted its applications to the SBA for forgiveness of the PPP Loans. 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 debt forgiveness resulted in the recognition of a gain on extinguishment of debt (other income) in the amount of $438,500 in the Consolidated Statements of Operations in the three month period ended June 30, 2021.

					Effective
	September 30, 2021		March 31, 2021		Interest Rate	Maturity Date
Equipment Loan	$	58,437	$	122,248	2.10% - 6.30%	August 25, 2021 - January 22, 2023
Secured promissory note		5,002,746		3,582,183	12.00%	March 5, 2022
Unsecured notes		887,580		1,250,424	10.00%	May 1, 2022
Promisory notes		314,077		337,678	1.09%	January 1, 2025
Secured disaster loan (SBA)		156,094		150,000	3.75%	September 9, 2050
Promissory notes (PPP loan)				438,500	1.00%	April 20, 2022
		6,418,934		5,881,033
Unamortized debt issuance cost		(22,890)		(54,892)
		6,396,044		5,826,141
Discontinued operations		—		(400,000)
Less: current portion		(5,920,927)		(4,474,082)
Debt due after one year	$	475,117	$	952,059

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TRANSACTIONS WITH RELATED PARTIES

6 Months Ended

Sep. 30, 2021

TRANSACTIONS WITH RELATED PARTIES

TRANSACTIONS WITH RELATED PARTIES

6. TRANSACTIONS WITH RELATED PARTIES

As of September 30, 2021, the Company has accrued $1,127,500 for unpaid officers’ compensation expense in accordance with consulting agreements with our Non-executive Board Chairman and Chief Executive 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.

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SHAREHOLDERS' EQUITY

6 Months Ended

Sep. 30, 2021

SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY

7. SHAREHOLDERS’ EQUITY

Preferred Stock

The Company has authorized 50,000,000 shares of preferred stock for issuance. 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 senior, with respect to dividend rights and to rights upon any voluntary or involuntary liquidation, dissolution or winding

up of the Company (each, a "Liquidation Event") in preference and priority to the Class A Common Stock and Class B Common Stock of the Company.

Voting Rights

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

Dividends

Series A-1 Preferred Stock and Series A-2 Preferred Stock, accrue dividends at the rate per annum of $8,000 (“Accruing Dividends”), subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred Stock, whether or not declared, and 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.

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.

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 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.

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SHARE-BASED COMPENSATION

6 Months Ended

Sep. 30, 2021

SHARE-BASED COMPENSATION

SHARE-BASED COMPENSATION

8. SHARE-BASED COMPENSATION

The RMR Industrials, Inc. 2015 Equity Incentive Plan (the “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 September 30, 2021, there were 856,714 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.

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SEGMENT REPORTING

6 Months Ended

Sep. 30, 2021

SEGMENT REPORTING

SEGMENT REPORTING

9. SEGMENT REPORTING

For the three and six months ended September 30, 2021 and 2020, the Company has two reportable segments: Aggregates and Rail Park. The Aggregates segment produces chemical grade lime for use in the aggregates market. The Rail Park segment consists of land under development to provide a rail terminal and services facility and currently have no operational activity. The Rail Park will require significant future capital investment before the segment starts generating recurring revenue. The Rail Park development commenced in the first half of calendar year 2021.

The Aggregates segment has three major customers, a mining operation (“Mine”) and two construction companies (“Construction A and B”), that accounted for approximately 21%, 21% and 47% of Aggregates segment revenue for the three months ended September 30, 2020, respectively. Mine, Construction A and Construction B accounted for approximately 21%, 21% and 25%, of Aggregate segment revenues for the six months ended September 30, 2021, respectively.  

As of September 30, 2020, Construction A accounted for approximately 70% and an additional construction company accounted for approximately 15% of Aggregates segment accounts receivable balance, respectively. 

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

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

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 activities occur within the United States.

		Three months ended September 30, 2021								Six months ended September 30, 2021
		Aggregates		Rail Park		Other/Corporate		Total		Aggregates		Rail Park		Other/Corporate		Total
Revenue	$	381,882	$	—	$	—	$	381,882	$	781,794	$	—	$	—	$	781,794
Gross profit		10,922		—		—		10,922		125,941		—		—		125,941
Selling, general and administrative		145,356		—		2,967,843		3,113,199		285,990		—		5,637,658		5,923,648
Property, plant and equipment, net		2,494,917		—		27,025		2,521,942		2,494,917		—		27,025		2,521,942
Land under development		—		7,707,006		—		7,707,006		—		7,689,561		17,445		7,707,006

		Three months ended September 30, 2020								Six months ended September 30, 2020
		Aggregates		Rail Park		Other/Corporate		Total		Aggregates		Rail Park		Other/Corporate		Total
Revenue	$	174,300	$	—	$	—	$	174,300	$	443,261	$	—	$	—	$	443,261
Gross profit		21,310		—		—		21,310		99,593		—		—		99,593
Selling, general and administrative		193,558		—		2,857,677		3,051,235		632,179		—		5,333,426		5,965,605
Property, plant and equipment		2,750,867		—		61,612		2,812,479		2,750,867		—		61,612		2,812,479
Land under development		—		7,497,146		12,906		7,510,052		—		7,497,146		12,906		7,510,052

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, approximately $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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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Sep. 30, 2021

COMMITMENTS AND CONTINGENCIES.

COMMITMENTS AND CONTINGENCIES

10. 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 September 30, 2021, the Company’s undiscounted reclamation obligations totaled approximately $366,000. This obligation is expected to be settled within the next 20 years.

Reclamation costs resulting from the normal use of long-lived assets, either owned or leased, are recognized over the period the asset is in use. The obligation, which cannot be reduced by estimated offsetting cash flows, is recorded at fair value 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, 2020	$	119,593
Liabilities incurred		—
Accretion expense		5,834
Balance at September 30, 2021	$	125,427

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Sep. 30, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Basis of Presentation

The accompanying unaudited interim consolidated financial statements 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, 2021, (“2021 Form 10-K”) and should be read in conjunction with such consolidated financial statements and related notes. The 2021 year end consolidated balance sheet data included in the Form 10-Q filing was derived from the audited consolidated financial statements in our 2021 Form 10-K, but does not include all disclosures required by accounting principles generally accepted in the United States. The following notes to these interim consolidated financial statements highlight significant changes to the notes included in the March 31, 2021 audited consolidated financial statements included in our 2021 Form 10-K and present interim disclosures as required by the Securities and Exchange Commission.

Consolidation

Consolidation

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The 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

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.

Fair Value Measurements

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

The fair value of notes payable was $6,418,934 and $5,881,033 as of September 30, 2021 and March 31, 2021, respectively.

Earnings (loss) per Common Share

Earnings (loss) per Common Share

Basic earnings (loss) per common share is calculated by dividing the net income (loss) 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 earnings (loss) per common share is calculated by dividing net income (loss) by the weighted average 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. In periods in which the Company reports a net loss, diluted earnings per share is the same as basic earnings per share since dilutive common shares are not assumed to have been issued, as their effect is anti-dilutive.

The dilutive effects of stock options, restricted stock awards and convertible securities of 1,226,540 and 1,195,496 equivalent common shares for the three and six months ended September 30, 2021, respectively, were included in weighted average shares outstanding – diluted.

Discontinued Operations

Discontinued Operations

In April 2020, the Company began the shutdown and closing of operations located in Wellington, Colorado comprising substantially all the operations of RMR Logistics and the Logistics segment. The closing of the Wellington location was substantially complete in June, 2020. Substantially all of the mobile equipment was sold at auction in August of 2020 at a loss of $836,778. Auction proceeds received was approximately $1,286,768 and was used to pay down debt.

In September 2021, the Company negotiated the forgiveness of the remaining $400,000 obligation related to the asset purchase agreement with H2K, LLC. The $400,000 forgiveness has been reflected as other income in the results from discontinued operations for the three and six months ended September 30, 2021.

Carrying amounts of major classes of assets and liabilities included in discontinued operations are comprised of the following as of:

	March 31,
	2021
Other noncurrent assets		5,000
Total assets held for sale	$	5,000
Accounts payable and accrued liabilities	$	23,853
Debt		400,000
Total liabilities held for sale	$	423,853

Major line items comprising net income (loss) from discontinued operations are comprised of the following:

		Three Months Ended September 30,				Six Months Ended September 30,
		2021		2020		2021		2020
Revenue	$	—	$	220	$	—	$	122,665
Cost of goods sold		—		(8,648)		—		(199,004)
		—		(8,428)		—		(76,339)
Selling, general and administrative (including depreciation and amortization)		—		39,551		—		368,161
Other income		400,000		—		400,000		—
Interest expense, net		—		13,493		—		28,217
Loss on sales of fixed assets		—		(836,778)		—		(836,778)
Net income (loss) from discontinued operations	$	400,000	$	(898,250)	$	400,000	$	(1,309,495)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Sep. 30, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of major classes of assets, liabilities and net income (loss) from discontinued operations

Carrying amounts of major classes of assets and liabilities included in discontinued operations are comprised of the following as of:

	March 31,
	2021
Other noncurrent assets		5,000
Total assets held for sale	$	5,000
Accounts payable and accrued liabilities	$	23,853
Debt		400,000
Total liabilities held for sale	$	423,853

Major line items comprising net income (loss) from discontinued operations are comprised of the following:

		Three Months Ended September 30,				Six Months Ended September 30,
		2021		2020		2021		2020
Revenue	$	—	$	220	$	—	$	122,665
Cost of goods sold		—		(8,648)		—		(199,004)
		—		(8,428)		—		(76,339)
Selling, general and administrative (including depreciation and amortization)		—		39,551		—		368,161
Other income		400,000		—		400,000		—
Interest expense, net		—		13,493		—		28,217
Loss on sales of fixed assets		—		(836,778)		—		(836,778)
Net income (loss) from discontinued operations	$	400,000	$	(898,250)	$	400,000	$	(1,309,495)

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INVENTORY (Tables)

6 Months Ended

Sep. 30, 2021

INVENTORY

Schedule of inventory

	September 30,
	2021
Blasted Rock	$	11,420
Packaging		—
Total	$	11,420

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PROPERTY, PLANT AND EQUIPMENT (Tables)

6 Months Ended

Sep. 30, 2021

PROPERTY, PLANT AND EQUIPMENT

Schedule of property, plant and equipment

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

	September 30,		March 31,
	2021		2021
Recoverable Limestone	$	1,477,469	$	1,477,469
Mill Equipment		1,229,987		1,229,988
Mining Equipment		336,934		336,934
Mobile Equipment		827,157		844,664
Other		78,973		78,973
Total		3,950,520		3,968,028
Less: Accumulated Depreciation		(1,428,578)		(1,295,367)
Property, plant and equipment, net	$	2,521,942	$	2,672,661

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NOTES PAYABLE (Tables)

6 Months Ended

Sep. 30, 2021

NOTES PAYABLE.

Schedule of notes payable

					Effective
	September 30, 2021		March 31, 2021		Interest Rate	Maturity Date
Equipment Loan	$	58,437	$	122,248	2.10% - 6.30%	August 25, 2021 - January 22, 2023
Secured promissory note		5,002,746		3,582,183	12.00%	March 5, 2022
Unsecured notes		887,580		1,250,424	10.00%	May 1, 2022
Promisory notes		314,077		337,678	1.09%	January 1, 2025
Secured disaster loan (SBA)		156,094		150,000	3.75%	September 9, 2050
Promissory notes (PPP loan)				438,500	1.00%	April 20, 2022
		6,418,934		5,881,033
Unamortized debt issuance cost		(22,890)		(54,892)
		6,396,044		5,826,141
Discontinued operations		—		(400,000)
Less: current portion		(5,920,927)		(4,474,082)
Debt due after one year	$	475,117	$	952,059

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SEGMENT REPORTING (Tables)

6 Months Ended

Sep. 30, 2021

SEGMENT REPORTING

Schedule of segment reporting information

		Three months ended September 30, 2021								Six months ended September 30, 2021
		Aggregates		Rail Park		Other/Corporate		Total		Aggregates		Rail Park		Other/Corporate		Total
Revenue	$	381,882	$	—	$	—	$	381,882	$	781,794	$	—	$	—	$	781,794
Gross profit		10,922		—		—		10,922		125,941		—		—		125,941
Selling, general and administrative		145,356		—		2,967,843		3,113,199		285,990		—		5,637,658		5,923,648
Property, plant and equipment, net		2,494,917		—		27,025		2,521,942		2,494,917		—		27,025		2,521,942
Land under development		—		7,707,006		—		7,707,006		—		7,689,561		17,445		7,707,006

		Three months ended September 30, 2020								Six months ended September 30, 2020
		Aggregates		Rail Park		Other/Corporate		Total		Aggregates		Rail Park		Other/Corporate		Total
Revenue	$	174,300	$	—	$	—	$	174,300	$	443,261	$	—	$	—	$	443,261
Gross profit		21,310		—		—		21,310		99,593		—		—		99,593
Selling, general and administrative		193,558		—		2,857,677		3,051,235		632,179		—		5,333,426		5,965,605
Property, plant and equipment		2,750,867		—		61,612		2,812,479		2,750,867		—		61,612		2,812,479
Land under development		—		7,497,146		12,906		7,510,052		—		7,497,146		12,906		7,510,052

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COMMITMENTS AND CONTINGENCIES (Tables)

6 Months Ended

Sep. 30, 2021

COMMITMENTS AND CONTINGENCIES.

Schedule of carrying amount of our accrued reclamation liabilities

Balance at April 1, 2020	$	119,593
Liabilities incurred		—
Accretion expense		5,834
Balance at September 30, 2021	$	125,427

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ORGANIZATION (Details)	Oct. 12, 2016 item	Nov. 17, 2014 USD ($) shares	Jul. 31, 2018 a	Jan. 31, 2018 a
Organization [Line Items]
Number of BLM unpatented placer mining claims | item	41
Rocky Mountain Resource Holdings LLC [Member] | Online Yearbook [Member]
Organization [Line Items]
Shares acquired | shares		5,200,000
Percentage of issued and outstanding shares of common stock		69.06%
Shares aggregate purchase price | $		$ 357,670
Rail Land Company, LLC [Member]
Organization [Line Items]
Area of a real estate property acquired			150
Area of a real estate property			620
Rail Land Company, LLC [Member] | Property Located in Bennett, Colorado [Member]
Organization [Line Items]
Area of a real estate property acquired				470

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($)	1 Months Ended		3 Months Ended	6 Months Ended
	Sep. 30, 2021	Aug. 31, 2020	Sep. 30, 2021	Sep. 30, 2021	Mar. 31, 2021
Fair value of notes payable	$ 6,418,934		$ 6,418,934	$ 6,418,934	$ 5,881,033
Anti-dilutive common share equivalents excluded from the calculation of diluted loss per common share			1,226,540	1,195,496
Asset Purchase Agreement [Member]
Debt instrument, forgiveness	$ 400,000
Other Income [Member]
Loan amount forgiven			$ 400,000	$ 400,000
RMR Logistics and Logistics Segment [Member] | Discontinued Operations, Disposed of by Sale [Member]
Loss on disposition on sale		$ 836,778
Proceeds received		$ 1,286,768

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Discontinued Operations (Details) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended
	Aug. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Mar. 31, 2021
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Total assets held for sale		$ 0		$ 0		$ 5,000
Net income (loss) from discontinued operations
Net income (loss) from discontinued operations		400,000	$ (898,250)	400,000	$ (1,309,495)
RMR Logistics and Logistics Segment [Member] | Discontinued Operations, Disposed of by Sale [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Other noncurrent assets		5,000		5,000
Total assets held for sale		5,000		5,000
Accounts payable and accrued liabilities		23,853		23,853
Debt		400,000		400,000
Total liabilities held for sale		423,853		423,853
Proceeds received	$ 1,286,768
Net income (loss) from discontinued operations
Revenue			220		122,665
Cost of goods sold			(8,648)		(199,004)
Gross profit (loss)			(8,428)		(76,339)
Other income		400,000		400,000
Selling, general and administrative (including depreciation and amortization)			39,551		368,161
Interest expense, net			13,493		28,217
Loss on sales of fixed assets			(836,778)		(836,778)
Net income (loss) from discontinued operations		$ 400,000	$ (898,250)	$ 400,000	$ (1,309,495)

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INVENTORY (Details) - USD ($)	Sep. 30, 2021	Mar. 31, 2021
INVENTORY
Blasted Rock	$ 11,420
Total	$ 11,420	$ 0

XML

PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($)	Sep. 30, 2021	Mar. 31, 2021
Property, Plant and Equipment [Line Items]
Total	$ 3,950,520	$ 3,968,028
Less: Accumulated Depreciation	(1,428,578)	(1,295,367)
Property, plant and equipment, net	2,521,942	2,672,661
Recoverable Limestone [Member]
Property, Plant and Equipment [Line Items]
Total	1,477,469	1,477,469
Mill Equipment [Member]
Property, Plant and Equipment [Line Items]
Total	1,229,987	1,229,988
Mining Equipment [Member]
Property, Plant and Equipment [Line Items]
Total	336,934	336,934
Mobile Equipment [Member]
Property, Plant and Equipment [Line Items]
Total	827,157	844,664
Other [Member]
Property, Plant and Equipment [Line Items]
Total	$ 78,973	$ 78,973

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NOTES PAYABLE (Details)		1 Months Ended			3 Months Ended
	Apr. 24, 2020 USD ($)	Apr. 30, 2021 USD ($) item	Jun. 30, 2020 USD ($) item	Apr. 30, 2020 USD ($) item	Jun. 30, 2021 USD ($)
Note Purchase Agreement [Member]
Principal value		$ 861,111	$ 1,000,000	$ 1,000,000
Number of agreements with investor | item		2	2	2
Promissory notes (PPP loan) [Member]
Interest rate (as a percent)	1.00%
Proceeds from notes payable	$ 438,500
Loan amount forgiven					$ 438,500
Gain on extinguishment of debt					$ 438,500
Unsecured notes [Member]
Percentage of discount on the original issue price			10.00%	10.00%

XML

NOTES PAYABLE - Schedule of Notes Payable (Details) - USD ($)	Sep. 30, 2021	Mar. 31, 2021
Debt Instrument [Line Items]
Unamortized debt issuance cost	$ (22,890)	$ (54,892)
Notes Payable, Total	6,396,044	5,826,141
Discontinued operations		(400,000)
Less: current portion	(5,920,927)	(4,474,082)
Note payable	475,117	952,059
Equipment Loan [Member]
Debt Instrument [Line Items]
Notes payable gross	58,437	122,248
Secured promissory note [Member]
Debt Instrument [Line Items]
Notes payable gross	$ 5,002,746	3,582,183
Effective Interest Rate	12.00%
Term loan [Member]
Debt Instrument [Line Items]
Notes payable gross	$ 887,580	$ 1,250,424
Effective Interest Rate	10.00%	10.00%
Unsecured notes [Member]
Debt Instrument [Line Items]
Notes payable gross	$ 314,077	$ 337,678
Effective Interest Rate	1.09%	1.09%
Lines of credit [Member]
Debt Instrument [Line Items]
Notes payable gross	$ 156,094	$ 150,000
Effective Interest Rate	3.75%	3.75%
Promissory notes (PPP loan) [Member]
Debt Instrument [Line Items]
Notes payable gross		$ 438,500
Effective Interest Rate	1.00%
Secured disaster loan (SBA) [Member]
Debt Instrument [Line Items]
Notes payable gross	$ 6,418,934	$ 5,881,033
Minimum [Member] | Equipment Loan [Member]
Debt Instrument [Line Items]
Effective Interest Rate	2.10%	2.10%
Maximum [Member] | Equipment Loan [Member]
Debt Instrument [Line Items]
Effective Interest Rate	6.30%	6.30%

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TRANSACTIONS WITH RELATED PARTIES (Details)	6 Months Ended
	Sep. 30, 2021 USD ($)
Related Party Transaction [Line Items]
Notice period of consulting agreements	30 days
Officer [Member]
Related Party Transaction [Line Items]
Officers' compensation	$ 35,000
Non Executive Board Chairman [Member]
Related Party Transaction [Line Items]
Accrued compensation expense	$ 1,127,500

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SHAREHOLDERS' EQUITY (Details) - USD ($)	3 Months Ended				6 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Sep. 30, 2020	Jun. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Apr. 30, 2021	Mar. 31, 2021
Preferred stock, shares authorized	50,000,000				50,000,000
Accrued dividends	$ 238,992	$ 236,393	$ 238,992	$ 157,132
Share price	$ 25.00				$ 25.00
Proceeds from warrants					$ 0	$ 31,250
Minimum [Member]
Proceeds from issuance of common stock					$ 10,000,000
Common Stock
Common stock, shares authorized	2,100,000,000				2,100,000,000
Class A Common Stock
Common stock, shares authorized	2,000,000,000				2,000,000,000			2,000,000,000
Class B Common Stock
Common stock, shares authorized	100,000,000				100,000,000			100,000,000
Series A Preferred Stock [Member]
Preferred stock, shares authorized							118.47
Series A-1 Preferred Stock
Preferred stock, shares authorized	50,000,000				50,000,000		48.27	50,000,000
Accrued dividends					$ 8,000
Conversion price					$ 25.00
Series A-2 Preferred Stock
Preferred stock, shares authorized	50,000,000				50,000,000		19.45	50,000,000
Accrued dividends					$ 8,000
Conversion price					$ 21.00
Proceeds from issuance of preferred shares					$ 0	$ 1,500,000
Series A-3 Preferred Stock
Preferred stock, shares authorized	50,000,000				50,000,000		50.75	50,000,000
Conversion price					$ 15.00

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SHARE-BASED COMPENSATION (Details)	6 Months Ended
	Sep. 30, 2021 shares
Share-based compensation arrangement by share-based payment award, expiration period	10 years
2015 Equity Incentive Plan [Member]
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage	30.00%
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	856,714
Non Qualified Options [Member]
Share-based compensation arrangement by share-based payment award, percentage of outstanding stock maximum	33.00%

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SEGMENT REPORTING - Description (Details)	1 Months Ended		3 Months Ended		6 Months Ended
	Sep. 30, 2021 USD ($) segment	Apr. 30, 2021 USD ($)	Sep. 30, 2021 USD ($) segment	Sep. 30, 2020 segment	Sep. 30, 2021 USD ($) segment	Sep. 30, 2020 USD ($)	Dec. 31, 2018 a
Segment Reporting Information [Line Items]
Number of reportable segments | segment			2	2
Number of major customers | segment					3
Number of construction companies | segment	2		2		2
Proceeds from issuance of unsecured tax exempt bonds		$ 65,200,000
Proceeds from tax exempt bonds to be used to fund the public improvements		$ 51,200,000
Sale price	$ 5,900,000				$ 5,931,250	$ 0
Gain on sale of assets	$ 5,800,000		$ 5,862,576		$ 5,862,576	$ 0
Land Improvements [Member]
Segment Reporting Information [Line Items]
Area of Land | a							620
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Construction Company A [Member]
Segment Reporting Information [Line Items]
Concentration risk, percentage						70.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Construction Company B [Member]
Segment Reporting Information [Line Items]
Concentration risk, percentage						15.00%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Mining Operation [Member]
Segment Reporting Information [Line Items]
Concentration risk, percentage				21.00%		21.00%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Construction Company A [Member]
Segment Reporting Information [Line Items]
Concentration risk, percentage				21.00%		21.00%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Construction Company B [Member]
Segment Reporting Information [Line Items]
Concentration risk, percentage				47.00%		25.00%

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SEGMENT REPORTING - Reportable Segments (Details) - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Mar. 31, 2021
Segment Reporting Information [Line Items]
Revenue	$ 381,882	$ 174,300	$ 781,794	$ 443,261
Depreciation, depletion and amortization	74,145	78,568	149,649	157,506
Segment assets	20,476,367		20,476,367		$ 15,972,306
Gross profit	10,922	21,310	125,941	99,593
Property, plant and equipment	2,521,942		2,521,942		2,672,661
Land under development	7,707,006		7,707,006		$ 6,929,630
Operating Segments [Member]
Segment Reporting Information [Line Items]
Revenue	381,882	174,300	781,794	443,261
Gross profit	10,922	21,310	125,941	99,593
Selling, general and administrative	3,113,199	3,051,235	5,923,648	5,965,605
Property, plant and equipment	2,521,942	2,812,479	2,521,942	2,812,479
Land under development	7,707,006		7,707,006
Land under development		7,510,052		7,510,052
Operating Segments [Member] | Aggregates
Segment Reporting Information [Line Items]
Revenue	381,882	174,300	781,794	443,261
Gross profit	10,922	21,310	125,941	99,593
Selling, general and administrative	145,356	193,558	285,990	632,179
Property, plant and equipment	2,494,917	2,750,867	2,494,917	2,750,867
Operating Segments [Member] | Rail Park
Segment Reporting Information [Line Items]
Land under development	7,707,006		7,689,561
Land under development		7,497,146		7,497,146
Operating Segments [Member] | Other
Segment Reporting Information [Line Items]
Selling, general and administrative	2,967,843	2,857,677	5,637,658	5,333,426
Property, plant and equipment	$ 27,025	61,612	27,025	61,612
Land under development			$ 17,445
Land under development		$ 12,906		$ 12,906

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COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - USD ($)	6 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
COMMITMENTS AND CONTINGENCIES.
Undiscounted reclamation liability	$ 366,000	$ 366,000
Reclamation liability settlement term	20 years
Reclamation liabilities review period	3 years

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COMMITMENTS AND CONTINGENCIES - Schedule of Reconciliation of Carrying Amount of Accrued Reclamation Liabilities (Details)	6 Months Ended
	Sep. 30, 2021 USD ($)
COMMITMENTS AND CONTINGENCIES.
Balance at beginning of period	$ 119,593
Liabilities incurred	0
Accretion expense	5,834
Balance at end of period	$ 125,427