UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2016
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: 000-54477
Iron Sands Corp.
(Exact Name of Registrant as Specified in its Charter)
| | Delaware | | | | 45-2258702 | |
| | (State or other jurisdiction of | | | | (I.R.S. Employer | |
| | incorporation or organization) | | | | Identification No.) | |
1999 Broadway, Suite 3700, Denver, Colorado 80202
(Address of principal executive offices, including zip code)
(303) 800-9669
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] | Accelerated filer [ ] |
Non-accelerated filer [ ] (Do not check if a smaller reporting company) | Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
The number of shares outstanding of the registrant’s common stock as of April 25, 2016 was 5,000,000.
IRON SANDS CORP.
TABLE OF CONTENTS
| PART I: FINANCIAL INFORMATION | Page |
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Item 1. | Financial Statements | |
| | | |
| | Condensed Balance Sheets (unaudited) as of March 31, 2016 and December 31, 2015 | 2 |
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| | Condensed Statements of Operations (unaudited ) for the three months ended March 31, 2016 and March 31, 2015 | 3 |
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| Condensed Statements of Cash Flows (unaudited) for the three months ended March 31, 2016 and March 31, 2015 | 4 |
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| | Notes to Condensed Financial Statements (unaudited) | 5 |
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Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 7 |
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Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 9 |
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Item 4. | Controls and Procedures | 9 |
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Item 5. | Other Information | 9 |
PART II: OTHER INFORMATION
| Item 1. | Legal Proceedings | 9 |
| | | |
| Item 1.A. | Risk Factors | 9 |
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Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 9 |
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Item 3. | Defaults Upon Senior Securities | 10 |
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Item 4. | Mine Safety Disclosures | 10 |
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Item 5. | Other Information | 10 |
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Item 6. | Exhibits | 10 |
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SIGNATURES | | 11 |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
IRON SANDS CORP.
CONDENSED BALANCE SHEETS
(Unaudited)
| | | March 31, 2016 | | | December 31, 2015 | |
| ASSETS | | | | | | | | |
Current assets: | | | | | | | | |
Cash | | $ | 4,694 | | | $ | 3,038 | |
Total current assets | | | 4,694 | | | | 3,038 | |
| | | | | | | | | |
TOTAL ASSETS | | $ | 4,694 | | | $ | 3,038 | |
| | | | | | | | | |
LIABILITIES & STOCKHOLDERS’ DEFICIT | | | | | | | | |
| | | | | | | | | |
Current liabilities: | | | | | | | | |
Advances from Parent | | $ | 46,453 | | | $ | 25,979 | |
Accounts payable | | | - | | | | 1,500 | |
Total current liabilities | | | 46,453 | | | | 27,479 | |
| | | | | | | | | |
Commitments and Contingencies (Note 1) | | | | | | | | |
| | | | | | | | | |
Stockholders’ deficit: | | | | | | | | |
Preferred stock, $0.001 par value, 10,000,000 shares authorized, -0- shares issued and outstanding | | | - | | | | - | |
Common stock, $0.001 par value; 100,000,000 shares authorized; 5,000,000 shares issued and outstanding | | | 500 | | | | 500 | |
Additional paid-in capital | | | 176,112 | | | | 176,112 | |
Accumulated deficit | | | (218,371 | ) | | | (201,053 | ) |
Total stockholders’ deficit | | | (41,759 | ) | | | (24,441 | ) |
| | | | | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | | $ | 4,694 | | | $ | 3,038 | |
The accompanying notes are an integral part of these condensed financial statements.
IRON SANDS CORP.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
| | | Three Months Ended March 31, | |
| | | 2016 | | | 2015 | |
| | | | | | | | | |
Operating expense: | | | | | | | | |
General and administrative | | $ | 17,318 | | | $ | 8,600 | |
Total operating expense | | | 17,318 | | | | 8,600 | |
| | | | | | | | | |
Loss from operations | | | (17,318 | ) | | | (8,600 | ) |
| | | | | | | | | |
Non-operating expense: | | | | | | | | |
Interest expense – related party | | | - | | | | (1,043 | ) |
Total non-operating expense | | | - | | | | (1,043 | ) |
| | | | | | | | | |
Net loss | | $ | (17,318 | ) | | $ | (9,643 | ) |
| | | | | | | | | |
Basic and diluted net loss per share | | $ | (- | ) | | $ | (- | ) |
| | | | | | | | | |
Weighted average shares outstanding – basic and diluted | | | 5,000,000 | | | | 5,000,000 | |
The accompanying notes are an integral part of these condensed financial statements.
IRON SANDS CORP.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
| | | Three Months Ended March 31, | |
| | | 2016 | | | 2015 | |
Cash flows from operating activities: | | | | | | | | |
Net loss | | $ | (17,318 | ) | | $ | (9,644 | ) |
Adjustments used to reconcile net loss to net cash used in operating activities: | | | | | | | | |
Changes in operating assets and liabilities: | | | | | | | | |
Accounts payable | | | (1,500 | ) | | | 2,170 | |
Accrued interest – related party | | | - | | | | 1,043 | |
Net cash used in operating activities | | | (18,818 | ) | | | (6,431 | ) |
| | | | | | | | | |
Cash flows from financing activities: | | | | | | | | |
Advances from Parent | | | 20,474 | | | | - | |
Proceeds from issuance of note payable – related party | | | - | | | | 6,000 | |
Net cash provided by financing activities | | | 20,474 | | | | 6,000 | |
| | | | | | | | | |
Net increase (decrease) in cash | | | 1,656 | | | | (431 | ) |
Cash at beginning of period | | | 3,038 | | | | 3,338 | |
Cash at end of period | | $ | 4,694 | | | $ | 2,907 | |
The accompanying notes are an integral part of these condensed financial statements.
IRON SANDS CORP.
Notes to Condensed Financial Statements (Unaudited)
NOTE 1 – GENERAL
Business
Iron Sands Corp. (the “Company”) was incorporated in the state of Delaware on January 18, 2011 with the objective to acquire, or merge with, an operating business. The Company’s principal business objective in the near term will be to achieve long-term growth potential through capital formation or a combination with an operating business rather than seeking short-term earnings.
On August 26, 2015, the Company was acquired by Badlands NGLs, LLC (“Badlands” or the “Parent”), a company that is engaged in the development of a polymer manufacturing plant in the U.S.
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) for interim financial information and with the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting on Form 10-Q. The condensed balance sheet as of December 31, 2015 was derived from the Company’s Transition Report on Form 10-KT for the year ended December 31, 2015 (the “2015 Form 10-K”), but does not contain all information required for complete financial statements. The accompanying unaudited condensed financial statements and these notes thereto should be read in conjunction with the 2015 Form 10-K. In the opinion of management, these condensed financial statements reflect all adjustments (consisting solely of normal recurring matters) considered necessary for a fair statement of the results for the interim periods presented. The results of operations for any interim period are not necessarily indicative of results for the full year.
Except as the context otherwise requires, the terms “Iron Sands,” “we,” “our” or “us” means Iron Sands Corp.
Going Concern
The accompanying financial statements have been prepared in conformity with US GAAP, which contemplate the Company’s continuation as a going concern, whereby the realization of assets and liquidation of liabilities are in the ordinary course of business. However, the report of the Company’s independent registered public accounting firm on the Company’s financial statements as of and for the nine months ended December 31, 2015, contains an explanatory paragraph expressing substantial doubt as to the Company’s ability to continue as a going concern. The “going concern” qualification resulted from, among other things, the Company’s net losses since inception and negative working capital and stockholders’ deficit as of December 31, 2015. As of March 31, 2016, the Company had an accumulated deficit of $218,371, cash of $4,694 and stockholders’ deficit of $41,759. The Company requires cash from the Parent to fund its ongoing operating expenses and does not anticipate generating any revenue in the near term. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be different should the Company be unable to continue as a going concern.
Recently Issued Accounting Pronouncements
The Company has considered all recently issued accounting pronouncements through the filing date of this report and does not believe they will have a material impact on its future financial statements.
IRON SANDS CORP.
Notes to Condensed Financial Statements (Unaudited)
NOTE 2 – OTHER RELATED PARTY TRANSACTIONS
The Company’s current CEO and sole director is Vice Chairman and a Member of the Board of Managers of Badlands.
For the three months ended March 31, 2016, the Parent advanced cash to the Company in the amount of $20,474. The Company made no repayments to the Parent for any of advances made during the three months ended March 31, 2016, and all advances are payable upon demand by the Parent.
Currently, the Company is headquartered at the corporate office of the Parent and, for the three months ended March 31, 2016 was utilizing office space, office equipment and certain professional services of the Parent at no cost.
NOTE 3 – LOSS PER SHARE
Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period presented. Diluted net loss per share is computed in a manner consistent with that of basic net loss per share, while giving effect to all potentially dilutive common shares outstanding during the period. The Company has no potentially dilutive instruments outstanding for any of the periods presented. Accordingly, basic shares equal diluted shares for all periods presented.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward Looking Statements
The information in this report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this report or incorporated herein by reference constitute our expectations or forecasts of future events as of the date this report was filed with the Securities and Exchange Commission and are not statements of historical fact. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Such statements may include words such as “anticipate,” “will,” “estimate,” “seek,” “expect,” “project,” “intend,” “should,” “plan,” “believe,” “hope,” and other words and terms of similar meaning in connection with any discussion of, among other things, future operating or financial performance, strategic initiatives and business strategies, regulatory or competitive environments, our intellectual property and product development. You are cautioned not to place undue reliance on these forward-looking statements and to note they speak only as of the date hereof. We disclaim any intention or obligation to update or revise any financial projections or forward-looking statements due to new information or other events.
Description of Business
We were incorporated in the State of Delaware on January 18, 2011 with the objective to acquire, or merge with, an operating company. We filed a General Form for Registration of Securities on Form 10 (“Registration Statement”) with the U.S. Securities and Exchange Commission (“SEC”) on August 12, 2011, and we elected at that time to have March 31 as our fiscal year end. Effective December 31, 2015, we have elected to change our fiscal year end from March 31 to December 31.
We currently conduct no business and are considered to be a "blank check" company. The SEC defines those companies as "any development stage company that is issuing a penny stock, within the meaning of Section 3(a)(51) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies." Under SEC Rule 12b-2 under the Exchange Act, the Company also qualifies as a “shell company,” because it has no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. At this time management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a financial transaction with an operating company or raise sufficient capital to commence a business operation. We intend to comply with the periodic reporting requirements of the Exchange Act while we are subject to those requirements.
Effective August 26, 2015, and for cash consideration of $49,319, we sold 5,000,000 shares of Common Stock, representing 100% of the issued and outstanding shares of Common Stock, to Badlands NGLs, LLC (“Badlands” or the “Parent”), a privately-held company engaged in the development of a polymer manufacturing plant in the U.S.
Results of Operations
Since inception, we have had no operations and have generated no revenue. For the three months ended March 31, 2016 and March 31, 2015, our operating losses were primarily comprised of general and administrative expenses for legal, accounting, audit and other professional fees associated with our Exchange Act filings.
For the three months ended March 31, 2015 and 2016, general and administrative expenses were $17,318 and $8,600, respectively, and interest expense was $-0- and $1,043, respectively. For the three months ended March 31, 2016, we recognized a net loss of $17,318 compared to a net loss of $9,643 for the three months ended March 31, 2015. This increase was primarily due to increased auditing fees legal fees during the three months ended March 31, 2016 associated with the change in our fiscal year end from March 31 to December 31.
Liquidity and Capital Resources
The accompanying financial statements have been prepared in conformity with US GAAP, which contemplate our continuation as a going concern, whereby the realization of assets and liquidation of liabilities are in the ordinary course of business. However, the report of our independent registered public accounting firm on our financial statements as of and for the nine months ended December 31, 2015, contains an explanatory paragraph expressing substantial doubt as to our ability to continue as a going concern. The “going concern” qualification resulted from, among other things, our net losses since inception and negative working capital and stockholders’ deficit as of December 31, 2015. As of March 31, 2016, we had an accumulated deficit of $218,371, cash of $4,696 and stockholders’ deficit of $41,759. We require cash from our Parent to fund our ongoing operating expenses and do not anticipate generating any revenue in the near term. These conditions raise substantial doubt as to our ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be different should we be unable to continue as a going concern.
Financing
Since August 27, 2016, our Parent has provided funding to us in the form of cash advances. The advances are due upon demand and carry no expiration date.
Cash
Our available cash at March 31, 2016, December 31, 2015 and March 31, 2015 was $4,694, $3,038 and $2,907, respectively.
Cash Flows from Operating Activities
For the three months ended March 31, 2016, net cash used in operations was $18,818. The primary use of cash from operations were general and administrative expenses, which totaled $17,318.
For the three months ended March 31, 2015, net cash used in operating activities was $6,431. The primary use of cash from operations were general and administrative expenses, which totaled $9,644. The primary uses of cash from operations were increases in accounts payable and accrued liabilities of $2,170 and $1,043, respectively.
Cash Flows from Investing Activities
For the three months ended March 31, 2016 and March 31, 2015, we did not generate or expend cash from investing activities.
Cash Flows from Financing Activities
For the three months ended March 31, 2016, we generated $20,474 of cash from financing activities from advances made to us by our Parent.
For the three months ended March 31, 2015, we generated $6,000 of cash from financing activities from a loan made to us by a related party.
Anticipated Cash Commitments
In the near term, we expect our cash requirements to be for funding general and administrative expenses associated with legal, accounting, audit and filing fees for our required Exchange Act filings. We believe that our Parent will provide cash to fund these expenses in the near term, although there can be no assurance that funding will be available from Badlands to continue to fund our operating expenses. If funding ceased to be available from Badlands, it is likely that we would have to cease our Exchange Act filings and cease to operate as a going concern.
Critical Accounting Policies
We prepare our financial statements in accordance with US GAAP. Our significant accounting policies are disclosed in Note 2 to our financial statements contained in our 2015 Form 10-K.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We are responsible for establishing and maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure. Our sole member of management, serving as Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of March 31, 2016, and concluded that our disclosure controls and procedures were effective as of that date.
Change in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting during our most recent fiscal quarter that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 5. Other Information
None.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
None.
Item 6. Exhibits
| EXHIBIT # | DESCRIPTION |
| | |
3.1 | Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form 10 filed on August 12, 2011, as amended November 7, 2011 and January 31, 2012) |
3.2 | Bylaws (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form 10 filed on August 12, 2011, as amended November 7, 2011 and January 31, 2012) |
10.1 | Securities Purchase Agreement dated as of August 26, 2015 between the Registrant and Badlands NGLs, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 1, 2015) |
10.2 | Repurchase Agreement dated as of August 26, 2015 between the Registrant and NLBDIT 2010 Services, LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on September 1, 2015) |
31* | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 7241) |
32* | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) |
| | |
| 101.INS* | XBRL Instance Document |
| | |
| 101.SCH* | XBRL Taxonomy Extension Schema Document |
| | |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document |
| | |
| 101 DEF* | XBRL Taxonomy Extension Definition Linkbase Document |
| | |
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document |
| | |
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
*Filed or furnished herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
IRON SANDS CORP.
April 29, 2016 | By: /s/ Mikhail Y. Gurfinkel |
| Mikhail Y. Gurfinkel |
| | Chief Executive and Chief Financial Officer |
| (Principal Executive, Financial and Accounting Officer) |
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