Exhibit 99.1

Independent Auditor’s Report

Board of Directors

New Birmingham, Inc.

Tyler, Texas

We have audited the accompanying consolidated financial statements of New Birmingham, Inc. and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2015 and 2014, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of New Birmingham, Inc. and its subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

1

New Birmingham, Inc.

Consolidated Balance Sheets

December 31, 2015 and 2014

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

2

New Birmingham, Inc.

Consolidated Statements of Operations

Years Ended December 31, 2015 and 2014

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

3

New Birmingham, Inc.

Consolidated Statements of Cash Flows

Years Ended December 31, 2015 and 2014

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

4

New Birmingham, Inc.

Consolidated Statements of Stockholders’ Equity

Years Ended December 31, 2015 and 2014

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

5

Notes to Consolidated Financial Statements

Business Operations

New Birmingham, Inc., a Nevada corporation, (the “Parent”) was incorporated in November 2007 as a holding company for New Birmingham Resources, LLC (“NBR”). NBR was formed in February 2005 to acquire an aggregate and iron ore operation in Rusk, Texas. In May 2007, NBR acquired Capital Sands, LLC (renamed NBR Sand, LLC), a sand production operation in Tyler, Texas. In November 2007, as part of a corporate restructuring to consolidate and acquire the iron, sand, transportation and port operations either owned directly by NBR or indirectly through common ownership of the individual owners of NBR, the Parent acquired NBR concurrent with NBR acquiring the transportation entity Ore Trans, LLC and the port property Golden Triangle Maritime, LLC. Ore Trans, LLC was renamed NBR Trans, LLC and Golden Triangle Maritime, LLC was split into two entities, NBR Maritime I, LLC and NBR Maritime II, LLC.

New Birmingham, Inc. and its subsidiaries (collectively the “Company”) are engaged in the mining, production and sales of frac sand, iron ore, limestone, concrete, and other aggregates throughout the Unites States. In addition, the Company owned port property along the Gulf of Mexico.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of New Birmingham, Inc. and its subsidiaries. All significant intercompany transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

Revenue is recognized when delivery has occurred, title and risk of loss has passed to the customer, collection is reasonably assured, persuasive evidence of an arrangement exists, and the sales price is fixed or determinable.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

Restricted Cash

At December 31, 2015 and 2014, the Company had a letter of credit outstanding for $100,548 and $100,347, respectively, which matured on February 27, 2016. The letter of credit was collateralized by cash, which has been classified as restricted cash at December 31, 2015 and 2014.

Receivables

The Company provides an allowance for doubtful accounts equal to estimated uncollectible amounts. The Company’s estimate is based on historical collection experience and a review of the current status of accounts receivable. It is reasonably possible the Company’s estimate of the allowance for doubtful accounts will change. At December 31, 2015 and 2014, the Company had no allowance for doubtful accounts as management believes all receivables are fully collectible.

6

Inventories

Inventories consist entirely of frac sand and are stated at the lower of cost or market. Cost is determined using the average cost method and includes costs of mining and allocated overhead.

Property, Machinery and Equipment

Property, machinery and equipment is stated at cost and is depreciated utilizing the straight-line method over their estimated useful lives. The cost of assets retired and the related accumulated depreciation are removed from the accounts and any gain or loss is included in the results of operations when assets are disposed. Repairs and maintenance are charged to expense as incurred. Expenditures for major additions and replacements that extend the lives of assets are capitalized and depreciated over their remaining estimated useful lives. The Company depreciates assets over the following estimated useful lives:

Impairment of Long-Lived Assets

Long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If there are indications of impairment, the Company uses future undiscounted cash flows of the related asset or asset grouping over the remaining life in measuring whether the assets are fully recoverable. In the event such cash flows are not expected to be sufficient to recover the recorded asset values, the assets are written down to their estimated fair value. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value of asset less the cost to sell.

Fair Value of Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The three-tiered hierarchy is summarized as follows:

Level 1 - Quoted prices in active markets for identical assets and liabilities.

Level 2 - Other significant observable inputs.

Level 3 - Significant unobservable inputs.

The Company’s financial instruments include cash and cash equivalents, accounts receivable, notes receivable and accounts payable, for which carrying values approximate fair values due to the short-term nature of these instruments. The carrying values of notes payable approximate the fair values as each of the interest rates approximate rates available to the Company for similar borrowings.

Assets and Liabilities Measured at Fair Value on a Recurring Basis. The Company does not have any assets or liabilities measured at fair value on a recurring basis.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis. Non-recurring fair value measurements include the assessment of property, plant, and equipment for impairment. As there is no corroborating market activity to support the assumptions used, the Company has designated these estimates as Level 3.

7

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the tax basis of assets and liabilities and their carrying values for financial reporting purposes. Deferred tax assets and liabilities are measured using enacted tax rates expected to be recovered or settled. The effect of a change in tax rates is recognized as income in the period that includes the enactment date. When management determines that it is more than likely that a deferred tax asset will not be realized, a valuation allowance is established.

Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. As of December 31, 2015 and 2014, there were no amounts that had been accrued in respect to uncertain tax positions.

None of the Company’s federal or state income tax returns are currently under examination by the Internal Revenue Service (“IRS”) or state authorities. However, fiscal years 2012 and later remain open and subject to examination.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consists principally of cash in banks, restricted cash and trade receivables. The Company manages this risk by maintaining all deposits in high quality financial institutions and periodically performing evaluations of the relative credit standing of the financial institutions and investment funds that are considered in the Company’s investment strategy.

The Company grants unsecured credit to its customers during the normal course of business. The Company performs ongoing credit evaluations of its customers to minimize any potential loss. Historically, no significant credit related losses have been incurred.

In 2015, sales to two customers accounted for approximately 55% and 32% of total sales, and receivables from those customers accounted for approximately 61% and 23% of total trade receivables at December 31, 2015. In 2014, sales to three customers accounted for approximately 32%, 21% and 19% of total sales, and receivables from those customers accounted for approximately 45%, 10% and 2% of total trade receivables at December 31, 2014.

Stock-Based Compensation

The Company measures stock-based compensation cost as of the grant date based on the estimated fair value of the award less an estimated rate for pre-vesting forfeitures, and recognizes compensation expense on a straight-line basis over the vesting period. For performance-based awards, the Company must also make assumptions regarding the likelihood of achieving performance targets.

Reclassifications

Certain reclassifications have been made to the 2014 financial statements to conform to the 2015 financial statement presentation. Such reclassifications had no effect on net income, cash flows or stockholders’ equity as previously reported.

8

Property, machinery and equipment consisted of the following at December 31, 2015 and 2014:

Total depreciation of $3,017,137 and $2,122,851 was expensed in 2015 and 2014, respectively, of which $3,011,670 and $2,118,103, respectively, was allocated to cost of sales. Included in depreciation expense allocated to cost of sales in 2015 and 2014 is amortization expense on assets acquired under capital leases of $1,200,603 and $1,077,327, respectively.

During 2013, the Company entered into an asset purchase agreement with a third party for land and water contract rights for $450,000, with $200,000 allocated to land and $250,000 allocated to water contract rights. The agreement contained a purchase option of additional land for $750,000. The Company did not exercise the purchase option. The Company determined the assets acquired were unsuitable for the Company’s business plans and entered into a plan to dispose of those assets. The Company recorded the land as assets held-for-sale of $200,000, included in other on the consolidated balance sheet, and expects to sell the land during 2016. In February 2014, the Company sold the water contract rights for $195,500.

On May 19, 2015, the Company completed the sale of all port land owned for total consideration of $10,790,000. Terms of the sale include a cash receipt of $3,250,000 and a term note of $7,540,000 from the buyer. Terms of the term note call for interest at 6% with the following repayment schedule over 84 months beginning July 1, 2015: monthly interest payments of $37,500 for 12 months; monthly principal and interest payments of $50,000 for 12 months; monthly principal and interest payments of $62,500 for 12 months; monthly principal and interest payments of $75,000 for 12 months; monthly principal and interest payments of $100,000 for 12 months; monthly principal and interest payments of $125,000 for 12 months; monthly principal and interest payments of $150,000 for 12 months; and a final balloon payment of $3,001,232 due June 1, 2022.

At December 31, 2015, the outstanding note receivable under this agreement was $7,540,000, of which $74,728 was reflected as currently due.

Effective December 13, 2012, the Company entered into a $4,000,000 revolving line of credit with a bank, secured by the Company’s accounts with the bank, trade accounts receivable, and the guarantees of all subsidiaries of the Company. Terms of the revolving line of credit call for interest at libor plus 3.25% (3.49% at December 31, 2015), with monthly interest payments and all outstanding principal and accrued but unpaid interest due on or before

9

December 12, 2016. At December 31, 2015 and 2014, the Company had no amounts outstanding under the agreement. The line of credit contains customary covenants, including maintenance of certain financial ratios. As of December 31, 2015, the Company was in compliance with all of the debt covenants.

Notes payable consists of the following at December 31, 2015 and 2014:

Schedule maturities of note payable obligations are as follows:

10

At December 31, 2015, the Company had capital lease obligations to various financial institutions for machinery and equipment utilized in the Company’s operations. The aggregate cost of the heavy machinery and equipment acquired under capital leases is $8,998,097. Accumulated amortization was $2,521,331 at December 31, 2015. The scheduled future minimum lease payments under capital leases as of December 31, 2015 are:

From time to time, the Company will enter into monthly operating lease arrangements with heavy equipment suppliers and rental companies. These leases are generally short-term in nature with various monthly rental rates, terms and conditions.

Total lease expense for the years ended December 31, 2015 and 2014, was $644,005 and $667,960, respectively, which was entirely charged to cost of sales.

Income tax expense for 2015 and 2014 consisted of the following:

Deferred income taxes are provided for differences between the financial statements carrying amount of existing assets and liabilities and their respective tax basis. Significant deferred tax assets and liabilities at December 31, 2015 and 2014 were as follows:

Common Stock

In November 2015, the Company paid a $3,000,000 dividend, or $0.046 per share, to shareholders of record as of November 19, 2015.

In June 2014, the Company completed the repurchase of 8,675,000 common shares at a cost of $9,976,250. Concurrent with the common share repurchase, the Company issued 8,675,000 common shares in a private placement for total proceeds of $9,976,250.

11

In May 2014, the Company entered into a Stockholders Agreement (“Agreement”) with the existing stockholders of the Company. The Agreement set forth an incentive plan by which:

(a) the chief executive officer at his sole discretion can grant stock awards to key personnel that is subject to achieving certain performance conditions over a twelve month period beginning July 1, 2014. Upon meeting the performance conditions an aggregate of up to 3,118,000 may be issued to key personnel. The grant date fair value of each stock award was $0.18. The fair value was determined using the market approach which uses Level 3 inputs. The Company assumed no forfeitures because the awards were a part of a key personnel pool and allocable at the sole discretion of the chief executive officer. The performance conditions were achieved at the end of the measurement period, therefore, as of December 31, 2015, the Company issued 3,118,000 shares and recognized compensation expense of $561,240. As of December 31, 2014, the Company did not anticipate the performance conditions to be met, therefore, no compensation expense was recognized.

(b) key personnel would be entitled to 3,118,000 stock awards upon a liquidity event, as defined in the Agreement. The grant date fair value of each stock award was $0.18. The fair value was determined using the market approach which uses Level 3 inputs. The Company assumed no forfeitures because the awards were a part of a key personnel pool and allocable at the sole discretion of the chief executive officer. At December 31, 2015 and 2014, there is $561,240 of unrecognized compensation cost related to these stock awards. Such amount will be recognized in the future upon the occurrence of a liquidity event that results in the vesting of the stock awards.

In October 2011, the Company issued options to purchase an aggregate 750,000 common shares of the Company to three outside board members. The options vested immediately and carry an exercise price of $1.25 per share for a period of 5 years. There were no options issued during 2015 and 2014.

Preferred Stock

The Company is authorized to issue up to 100,000,000 shares of its $0.001 par value preferred stock. At December 31, 2015 and 2014, the Company had no preferred stock issued or outstanding.

From time to time, the Company is subject to litigation, primarily as a result of customer claims, in the ordinary conduct of its operations. As of December 31, 2015, the Company had no knowledge of any legal proceedings, individually or in the aggregate, that would have a material adverse effect on the Company’s financial position or results of operations. See Notes 6 and 7 for discussion of the Company’s capital and operating leases.

Management has evaluated subsequent events through May 23, 2016, the date which the financial statements were available to be issued.

Effective January 1, 2016, the Company entered into an amendment to a master supply note agreement (“the amended agreement”) with a supplier whereby the outstanding principal balance due under the agreement was reduced from $3,289,946 to $3,000,000. Terms of the amended agreement call for the Company to repay $2,500,000 at 0% interest, in equal monthly payments beginning January 1, 2016 for 60 months. The Company will repay the remaining $500,000 in the form of product load credits as defined in the agreement for products sold between January 1, 2016 and December 31, 2020. In the event the load credits do not result in full repayment of the $500,000 by December 31, 2020, any remaining balance will be cancelled.

In March 2016, the Company paid a $3,000,000 dividend to shareholders of record as of March 15, 2016.

12