SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
RMR
Industrials, Inc.
(Name of Issuer)
Class
B Common Stock, $0.001 par value
(Title of Class of Securities)
74967B
309
(CUSIP Number)
The
Munitz Family Trust
Barry Munitz, Trustee
9595 Wilshire Blvd., Suite 310
Beverly Hills, California 90212
(310) 409-4113
(Name, Address, and Telephone Number of
Person Authorized
to Receive Notices and Communications)
With a copy to:
Mark C. Lee, Esq.
Greenberg Traurig, LLP
1201 K Street, Suite 1100
Sacramento, California 95814
March
17, 2015
(Date of Event which Requires Filing of
this Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and
is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in
paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
* The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
Page 2 of 8
| 1 |
NAME OF REPORTING PERSONS
The Munitz Family Trust
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) þ
(b) ¨
|
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS (See Instructions)
OO |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
California |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
3,000,000 |
| 8 |
SHARED VOTING POWER
0 |
| 9 |
SOLE DISPOSITIVE POWER
3,000,000 |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.58% (1) |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
OO
|
| |
|
|
|
|
|
| (1) | Based on 16,144,142 shares of Class B Common Stock
outstanding on March 17, 2015. |
Page 3 of 8
| 1 |
NAME OF REPORTING PERSONS
Barry Munitz
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) þ
(b) ¨
|
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS (See Instructions)
OO |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A. |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
3,000,000 |
| 8 |
SHARED VOTING POWER
0 |
| 9 |
SOLE DISPOSITIVE POWER
3,000,000 |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.58% (1) |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
IN
|
| |
|
|
|
|
|
| (1) | Based on 16,144,142 shares of Class B Common Stock
outstanding on March 17, 2015. |
Page 4 of 8
| Item 1. | Security and Issuer |
This Schedule 13D relates
to the shares of Class B Common Stock, par value $0.001 per share (“Class B Common Stock”), of RMR Industrials, Inc.
(the “Issuer”). The principal executive offices of the Issuer are located at 9595 Wilshire Blvd., Suite 310, Beverly
Hills, California 90212.
| Item 2. | Identity and Background |
(a) This Schedule
13D is being jointly filed by the following persons (collectively, the “Reporting Persons”): (i) The Munitz Family
Trust (“Munitz Trust”), and (ii) Barry Munitz (“Munitz”), an individual. Munitz is the trustee and a beneficiary
of Munitz Trust. As a result of the foregoing, Munitz may be deemed beneficially to own the securities of the Issuer owned by Munitz
Trust.
The Reporting Persons
have entered into a Joint Filing Agreement dated as of March 17, 2015, a copy of which is attached as Exhibit A, pursuant to which
the Reporting Persons have agreed to file this Schedule 13D jointly.
(b) The principal
office of Munitz Trust is located at 9595 Wilshire Blvd., Suite 310, Beverly Hills, California 90212. The principal business of
Munitz Trust is investments.
The business address
of Munitz is 9595 Wilshire Blvd., Suite 310, Beverly Hills, California 90212.
(c) The principal
occupation of Munitz is the founding partner at Rocky Mountain Resource Holdings Inc. Munitz is currently retired.
(d) During the last
five years neither of the Reporting Persons has not been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last
five years neither of the Reporting Persons was not a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect
to such laws.
(f) The individual
Reporting Person is a citizen of the United States of America.
| Item 3. | Source and Amount of Funds or Other Consideration |
Munitz Trust received
3,000,000 shares (the “Shares”) of Class B Common Stock of the Issuer in consideration for 3,000,000 shares (the “RMR
IP Shares”) of Class B Common Stock of RMR IP, Inc., a Nevada corporation (“RMR IP”), pursuant to an Agreement
and Plan of Merger dated as of February 27, 2015 (the “Agreement”), by and among the Issuer, OLYB Acquisition Corporation,
a Nevada corporation and a wholly-owned subsidiary of the Issuer, and RMR IP. The Agreement was filed with the Securities and Exchange
Commission on February 27, 2015 on a Current Report on Form 8-K.
Page 5 of 8
| Item 4. | Purpose of the Transaction |
Munitz Trust received
the Shares in consideration for the RMR IP Shares under the Agreement.
Subject to on going evaluation,
except as set forth above, each of the Reporting Persons has no current plans or proposals which relate to or would result in any
of the following:
(a) The acquisition
by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary
corporate transaction, such as a merger, reorganization, or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer
of a material amount of assets of the Issuer or any of its subsidiaries;
(d) Any change in
the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the board;
(e) Any material change
in the present capitalization or dividend policy of the Issuer;
(f) Any other material
change in the Issuer’s business or corporate structure, including but not limited to, if the Issuer is a registered closed-end
investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section
13 of the Investment Company Act of 1940;
(g) Changes in the
Issuer’s charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control
of the issuer by any person;
(h) Causing a class
of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity
securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange
Act of 1934, as amended; or
(j) Any action similar
to any of those enumerated above.
| Item 5. | Interest in Securities of the Issuer |
(a) Munitz Trust beneficially
owns 3,000,000 shares of Class B Common Stock, which represent approximately 18.58% of the outstanding shares of Class B Common
Stock. By reason of being the trustee and a beneficiary of Munitz Trust, Munitz may be deemed to beneficially own 3,000,000 shares
of Class B Common Stock, which represent approximately 18.58% of the outstanding shares of Class B Common Stock.
(b) Munitz Trust has
the sole power to vote and sole power to dispose of 3,000,000 shares of Class B Common Stock, which represent approximately 18.58%
of the outstanding shares of Class B Common Stock. By reason of being the trustee and a beneficiary of Munitz Trust, Munitz may
be deemed to have sole power to vote and dispose of 3,000,000 shares of Class B Common Stock, which represent approximately 18.58%
of the outstanding shares of Class B Common Stock.
(c) No transactions
in the Issuer’s Class B Common Stock were effected during the past 60 days by the Reporting Persons except as set forth in
Item 3 above.
Page 6 of 8
(d) Munitz Trust and
Munitz have the right to receive, and the power to direct the receipt of dividends from, and the proceeds from the sale of, the
Shares.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer |
Reference is made to
the transaction stated in Item 3 above.
| Item 7. | Material to be Filed as Exhibits |
Exhibit A - Joint Filing
Agreement dated as of March 17, 2015.
Page 7 of 8
Signature
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.
| Dated: March 17, 2015 |
The Munitz Family Trust |
| |
|
|
| |
By: |
/s/ Barry Munitz |
| |
|
Barry Munitz, Trustee |
| |
|
|
| |
|
|
| |
Barry Munitz |
| |
Barry Munitz |
Page 8 of 8
EXHIBIT
A
JOINT FILING
AGREEMENT
In accordance with
Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint
filing on behalf of each of the undersigned of a Schedule 13D (including any and all amendments thereto) with respect to the shares
of Class B Common Stock, par value $0.001 per share, of RMR Industrials, Inc., a Nevada corporation, and that this Joint Filing
Agreement may be included as an Exhibit to such joint filing.
Each of the undersigned
agrees that each party hereto is responsible for the timely filing of such Schedule 13D (including any and all amendments thereto)
and for the completeness and accuracy of the information concerning such party contained therein, provided that no party is responsible
for the completeness and accuracy of the information concerning any other party, unless such party actually knows that such information
is incorrect. Each party will indemnify the other parties for any incompleteness or inaccuracy in such information concerning the
indemnifying party.
| Dated: March 17, 2015 |
The Munitz Family Trust |
| |
|
|
| |
By: |
Barry Munitz |
| |
|
Barry Munitz, Trustee |
| |
|
|
| |
|
|
| |
Barry Munitz |
| |
Barry Munitz |
RMR Industrials (PK) (USOTC:RMRI)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
RMR Industrials (PK) (USOTC:RMRI)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024
