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 |
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For theQuarterly Period EndedJune 30, 2017 |
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☐ | Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to |
Commission File Number000-54477
IRON SANDS CORP. |
(Exact Name of Company as Specified in its Charter) |
|
Delaware | | 45-2258702 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | |
1999 Broadway, Suite 3700, Denver, Colorado | | 80202 |
(Address of principal executive offices) | | (Zip Code) |
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Registrant's telephone number, including area code: | | (303) 800-9669 |
Securities registered pursuant to Section 12(b) of the Act:None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.0001 par value |
Title of class |
| |
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
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 Company 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 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☑ 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,” “smaller reporting company,” and “emerging growth 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 ☑ 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☐
The registrant had 5,000,000 shares of its $0.0001 par value common stock outstanding as of July 28, 2017.
TABLE OF CONTENTS
| | | Page |
| Part I. | FINANCIAL INFORMATION | |
| | | |
| Item 1. | Financial Statements | |
| | Unaudited Condensed Balance Sheets as of December 31, 2016 and June 30, 2017 | 2 |
| | Unaudited Condensed Statements of Operations for the Three and Six Months Ended June 30, 2016 and 2017 | 3 |
| | Unaudited Condensed Statement of Changes in Stockholder’s Deficit for the Six Months Ended June 30, 2017 | 4 |
| | Unaudited Condensed Statements of Cash Flows for the Six Months Ended June 30, 2016 and 2017 | 5 |
| | Notes to Unaudited Condensed Financial Statements | 6 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Result of Operations | 9 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 12 |
| Item 4. | Controls and Procedures | 12 |
| | | |
| Part II. | OTHER INFORMATION | |
| | | |
| Item 1. | Legal Proceedings | 13 |
| Item 1A. | Risk Factors | 13 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 13 |
| Item 3. | Defaults Upon Senior Securities | 13 |
| Item 4. | Mine Safety Disclosures | 13 |
| Item 5. | Other Information | 13 |
| Item 6. | Exhibits | 13 |
| | | |
Signatures | 14 |
Part I.Financial Information
Item 1. Financial Statements
IRON SANDS, INC.
(A Wholly-Owned Subsidiary of Badlands NGLs, LLC)
UNAUDITED CONDENSED BALANCE SHEETS
December 31, 2016 and June 30, 2017
| | | 2016 | | | 2017 | |
| ASSETS | | | | | | | | |
| | | | | | | | | |
Current assets,cash and cash equivalents | | $ | 1,947 | | | $ | 4,531 | |
| | | | | | | | | |
Total assets | | $ | 1,947 | | | $ | 4,531 | |
| | | | | | | | | |
| | | | | | | | | |
LIABILITIES AND STOCKHOLDER'S DEFICIT | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Current liabilities, accounts payable and accrued expenses | | $ | 15,661 | | | $ | 6,950 | |
| | | | | | | | | |
Long-term Payable to Parent | | | 66,328 | | | | 122,802 | |
| | | | | | | | | |
Total liabilities | | | 81,989 | | | | 129,752 | |
| | | | | | | | | |
Stockholder's deficit: | | | | | | | | |
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, no shares issued | | | - | | | | - | |
Common stock, $0.0001 par value; 100,000,000 shares authorized; 5,000,000shares issued and outstanding | | | 500 | | | | 500 | |
Additional paid-in capital | | | 176,112 | | | | 176,112 | |
Accumulated deficit | | | (256,654 | ) | | | (301,833 | ) |
| | | | | | | | | |
Total stockholder’s deficit | | | (80,042 | ) | | | (125,221 | ) |
| | | | | | | | | |
Total liabilities and stockholder's deficit | | $ | 1,947 | | | $ | 4,531 | |
The accompanying notes are an integral part of theseunaudited condensedfinancial statements.
IRON SANDS CORP.
(A Wholly-Owned Subsidiary of Badlands NGLs, LLC)
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
| | | Three Months Ended | | | Six Months Ended | |
| | | June 30: | | | June 30: | |
| | | 2016 | | | 2017 | | | 2016 | | | 2017 | |
| | | | | | | | | | | | | | | | | |
Revenue | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | | |
General and administrative expenses: | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Audit and tax services | | | 5,200 | | | | 4,725 | | | | 20,325 | | | | 17,598 | |
Legal fees | | | - | | | | 2,000 | | | | - | | | | 6,250 | |
Accounting fees | | | - | | | | 4,100 | | | | - | | | | 12,828 | |
Conversion and filing costs | | | 1,500 | | | | 1,530 | | | | 3,120 | | | | 2,930 | |
Parent services expense allocation | | | - | | | | 2,500 | | | | - | | | | 5,000 | |
Administrative costs | | | 20 | | | | - | | | | 593 | | | | 573 | |
| | | | | | | | | | | | | | | | | |
Total general and administrative expenses | | | 6,720 | | | | 14,855 | | | | 24,038 | | | | 45,179 | |
| | | | | | | | | | | | | | | | | |
Net loss | | $ | (6,720 | ) | | $ | (14,855 | ) | | $ | (24,038 | ) | | $ | (45,179 | ) |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Net loss per share (basic and diluted) | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.01 | ) |
| | | | | | | | | | | | | | | | | |
Weighted average number of shares outstanding (basic and diluted) | | | 5,000,000 | | | | 5,000,000 | | | | 5,000,000 | | | | 5,000,000 | |
The accompanying notes are an integral part of theseunaudited condensed financial statements.
IRON SANDS CORP.
(A Wholly-Owned Subsidiary of Badlands NGLs, LLC)
UNAUDITED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDER’S DEFICIT
Six Months Ended June 30, 2017
| | | | | | | | | | | Additional | | | | | | | | | |
| | | Common Stock | | | Paid-in | | | Accumulated | | | | | |
| | | Shares | | | Amount | | | Capital | | | Deficit | | | Total | |
| | | | | | | | | | | | | | | | | | | | | |
Balances, December 31, 2016 | | | 5,000,000 | | | $ | 500 | | | $ | 176,112 | | | $ | (256,654 | ) | | $ | (80,042 | ) |
| | | | | | | | | | | | | | | | | | | | | |
Net loss | | | - | | | | - | | | | - | | | | (45,179 | ) | | | (45,179 | ) |
| | | | | | | | | | | | | | | | | | | | | |
Balances, June 30, 2017 | | | 5,000,000 | | | $ | 500 | | | $ | 176,112 | | | $ | (301,833 | ) | | $ | (125,221 | ) |
The accompanying notes are an integral part of theseunaudited condensedfinancial statements.
IRON SANDS CORP.
(A Wholly-Owned Subsidiary of Badlands NGLs, LLC)
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
Six Months Ended June 30, 2016 and 2017
| | | 2016 | | | 2017 | |
| | | | | | | | | |
Cash flows from operating activities: | | | | | | | | |
Net loss | | $ | (24,038 | ) | | $ | (45,179 | ) |
Parent services expense allocation | | | - | | | | 5,000 | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | |
Decrease in accounts payable and accrued expenses | | | (1,500 | ) | | | (8,711 | ) |
| | | | | | | | | |
Net cash used in operating activities | | | (25,538 | ) | | | (48,890 | ) |
| | | | | | | | | |
Cash flows from investing activities | | | - | | | | - | |
| | | | | | | | | |
Cash flows provided by financing activities: | | | | | | | | |
Cash advances from Parent | | | 25,674 | | | | 51,474 | |
| | | | | | | | | |
Net increase in cash and equivalents | | | 136 | | | | 2,584 | |
| | | | | | | | | |
Cash and cash equivalents, beginning of period | | | 3,038 | | | | 1,947 | |
| | | | | | | | | |
Cash and cash equivalents, end of period | | $ | 3,174 | | | $ | 4,531 | |
| | | | | | | | | |
Supplemental disclosures of cash flow information: | | | | | | | | |
Cash payments for income taxes | | $ | - | | | $ | - | |
| | | | | | | | | |
Cash payments for interest | | $ | - | | | $ | - | |
The accompanying notes are an integral part of theseunaudited condensedfinancial statements.
IRON SANDS CORP.
(A Wholly-Owned Subsidiary of Badlands NGLs, LLC)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
1. | ORGANIZATION, OPERATIONS ANDSIGNIFICANT ACCOUNTING POLICIES |
Organization and Operations
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 has not recognized any revenue since inception. On August 26, 2015, all outstanding shares of the Company’s common stock were acquired by Badlands NGLs, LLC (“Badlands” or the “Parent”), a company that is engaged in the development of a polymer manufacturing plant in the United States.
Basis of Presentation
The accompanying unaudited condensed financial statements are presented on the accrual basis of accountingin accordance with U.S. generally accepted accounting principles (“GAAP”) and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, certain information and footnote disclosures required by GAAP for complete financial statements have been condensed or omitted in accordance with such rules and regulations, although the Company believes that the disclosures herein are adequate such that the information is not misleading. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the financial statements have been included.
The accompanying condensed balance sheet and related disclosures as of December 31, 2016 have been derived from the Company’s audited financial statements. The opinion of the Company’s independent auditors on such financial statements included an explanatory paragraph related to the Company’s ability to continue as a going concern. For further information, refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. The Company’s financial condition as of June 30, 2017, and operating results for the three and six months ended June 30, 2017 are not necessarily indicative of the financial condition and results of operations that may be expected for any future interim period or for the year ending December 31, 2017.
Certain reclassifications have been made to the prior period balances in order to conform to the current period presentation. These reclassifications had no impact on working capital, net loss, stockholder’s deficit or cash flows as previously reported.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates and assumptions. Actual financial results may differ from these estimates under different assumptions or conditions.
Comprehensive Income (Loss)
Comprehensive income (loss) is used to refer to net income (loss) plus other comprehensive income (loss). Other comprehensive income (loss) is comprised of revenues, expenses, gains, and losses that under U.S. GAAP are reported as separate components of stockholder’s deficit instead of net income (loss). There are no differences between comprehensive loss and net loss for the three and six months ended June 30, 2016 and 2017.
Recently Issued Accounting Pronouncements
The following recently issued accounting standard is not yet effective; the Company is currently assessing the impact this standard will have on its financial statements, as well as the method of adoption and period in which adoption is expected to occur:
In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. This ASU is intended to improve the recognition and measurement of financial instruments. Among other things, this ASU requires certain equity investments to be measured at fair value with changes in fair value recognized in net income. This guidance is effective for fiscal years beginning after December 15, 2017, and interim periods therein.
IRON SANDS CORP.
(A Wholly-Owned Subsidiary of Badlands NGLs, LLC)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
As of June 30, 2017, the Company had a stockholder’s deficit of $125,221, a working capital deficit of $2,419 and cash and cash equivalents of $4,531. The Company requires cash infusions from its Parent to fund ongoing operating expenses and management 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 for at least one year after the issuance date of these financial statements. The accompanying financial statements have been prepared in conformity with GAAP, which contemplates the Company’s continuation as a going concern, whereby the realization of assets and liquidation of liabilities occurs in the ordinary course of business. 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.
In July 2017, the Company’s Parent agreed that it will not demand repayment of an outstanding payable for $122,802 as of June 30, 2017, until after June 30, 2018. Accordingly, this liability has been classified as a long-term liability as of June 30, 2017. While no assurance can be provided, management believes the Parent will continue to provide funding to enable the Company to meet its financial obligations over the twelve-month period from the issuance date of these financial statements.
3. | RELATED PARTYTRANSACTIONS |
Executive Officers, Personnel and Office Space. The Company’s sole executive officer (the “Officer”) was appointed by Badlands and also serves as the President and Chief Operating Officer of Badlands. The Officer does not receive any compensation for services rendered in his capacity as an executive officer of the Company. Through September 30, 2016, the Parent provided certain personnel, office space and use of equipment at no charge to the Company. Beginning in the fourth quarter of 2016, the Parent recorded its estimate of the cost of the services provided to the Company, which resulted in recognition of an expense for $5,000 for the first six months of 2017 and a corresponding increase in the Payable to Parent.
Funding from Parent.For the six months ended June 30, 2016 and 2017, the Parent made cash advances to the Company for an aggregate of $25,674 and $51,474, respectively. These cash advances are reflected as Payable to Parent in the period paid. As of June 30, 2017, the Parent has made cumulative cash advances of $115,302. This amount, plus the cost of services provided by the Parent of $2,500 during the fourth quarter of 2016 and $5,000 during the first six months of 2017, resulted in an aggregate Payable to Parent of $122,802 as of June 30, 2017. The Payable to Parent is unsecured and non-interest bearing. In July 2017, the Parent agreed that it will not demand repayment until after June 30, 2018, which resulted in classification of the Payable to Parent as a long-term liability as of June 30, 2017.
4. | FAIR VALUE MEASUREMENTS |
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In circumstances where the Company is required to determine fair value, various methods including market, income and cost approaches would be considered to select the method that is most appropriate. Based on these approaches, the Company would adopt assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs may be readily observable, market corroborated, or generally unobservable inputs. The Company would utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:
Level 1- Quoted prices for identical assets and liabilities traded in active exchange markets, such as the New York Stock Exchange.
Level 2 - Observable inputs other than Level 1 including quoted prices for similar assets or liabilities, quoted prices in less active markets, or other observable inputs that can be corroborated by observable market data. Level 2 also includes derivative contracts whose value is determined using a pricing model with observable market inputs or can be derived principally from or corroborated by observable market data.
IRON SANDS CORP.
(A Wholly-Owned Subsidiary of Badlands NGLs, LLC)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Level 3 - Unobservable inputs supported by little or no market activity for financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation; also includes observable inputs for nonbinding single dealer quotes not corroborated by observable market data.
While the Company’s objective is to select valuation methods that are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.
The carrying amount of cash and equivalents and accounts payable and accrued expenses approximate fair value because of the short-term nature of those instruments. The carrying value of the Payable to Parent discussed in Note 3 amounted to $66,328 as of December 31, 2016 and $122,802 as ofJune 30, 2017. These payables are unsecured and non-interest bearing, and the Parent has agreed not to demand repayment until after June 30, 2018. Due to the unique relationship of the Parent as the sole owner of the Company, it is not reasonably practicable to determine the fair value of the Payable to Parent.
ITEM2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Results of Operations –Comparison of our Statements of Operations for the Three Months EndedJune 30, 2016 and 2017
Since inception, we have had no business operations and have generated no revenue. For the three months ended June 30, 2016 and 2017, our operating losses were primarily comprised of general and administrative expenses for auditing, tax, legal, accounting and other professional fees associated with our Exchange Act filings.
General and Administrative Expenses.The table below presents the components of our general and administrative expenses for the three months ended June 30, 2016 and 2017:
| | | Three Months Ended | | | | | | | | | |
| | | June 30: | | | Increase | | | | | |
| | | 2016 | | | 2017 | | | (decrease) | | | Percentage | |
| | | | | | | | | | | | | | | | | |
Audit and tax services | | $ | 5,200 | | | $ | 4,725 | | | $ | (475 | ) | | | -9% | |
Legal fees | | | - | | | | 2,000 | | | | 2,000 | | | | n/a | |
Accounting fees | | | - | | | | 4,100 | | | | 4,100 | | | | n/a | |
Conversion and filing costs | | | 1,500 | | | | 1,530 | | | | 30 | | | | 2% | |
Parent services expense allocation | | | - | | | | 2,500 | | | | 2,500 | | | | n/a | |
Administrative costs | | | 20 | | | | - | | | | (20 | ) | | | -100% | |
| | | | | | | | | | | | | | | | | |
Total general and administrative expenses | | $ | 6,720 | | | $ | 14,855 | | | $ | 8,135 | | | | 121% | |
General and administrative expenses increased by $8,135, or 121%, for the three months ended June 30, 2017 compared to the three months ended June 30, 2016. The increase in general and administrative expenses was primarily attributable to accounting consultation fees of $4,100 to draft our March 31, 2017 Quarterly Report on Form 10-Q during the second quarter of 2017. For the three months ended June 30, 2016, these services were provided by employees of Badlands at no charge to us. Due to our recent change to use consultants, we expect that our expenses for accounting fees will continue to increase in 2017. The 2017 increase in general and administrative expenses was also attributable to (i) a quarterly Parent services expense allocation of $2,500 that commenced in the fourth quarter of 2016 to reflect the estimated cost of services provided by our Parent, and (ii) an increase in legal fees of $2,000 related to the review of our March 31, 2017 Quarterly Report on Form 10-Q during the second quarter of 2017.
Results of Operations –Comparison of our Statements of Operations for the Six Months EndedJune 30, 2016 and 2017
Since inception, we have had no business operations and have generated no revenue. For the six months ended June 30, 2016 and 2017, our operating losses were primarily comprised of general and administrative expenses for auditing, tax, legal, accounting and other professional fees associated with our Exchange Act filings.
General and Administrative Expenses.The table below presents the components of our general and administrative expenses for the six months ended June 30, 2016 and 2017:
| | | Six Months Ended | | | | | | | | | |
| | | June 30: | | | Increase | | | | | |
| | | 2016 | | | 2017 | | | (decrease) | | | Percentage | |
| | | | | | | | | | | | | | | | | |
Audit and tax services | | $ | 20,325 | | | $ | 17,598 | | | $ | (2,727 | ) | | | -13% | |
Legal fees | | | - | | | | 6,250 | | | | 6,250 | | | | n/a | |
Accounting fees | | | - | | | | 12,828 | | | | 12,828 | | | | n/a | |
Conversion and filing costs | | | 3,120 | | | | 2,930 | | | | (190 | ) | | | -6% | |
Parent services expense allocation | | | - | | | | 5,000 | | | | 5,000 | | | | n/a | |
Administrative costs | | | 593 | | | | 573 | | | | (20 | ) | | | -3% | |
| | | | | | | | | | | | | | | | | |
Total general and administrative expenses | | $ | 24,038 | | | $ | 45,179 | | | $ | 21,141 | | | | 88% | |
General and administrative expense increased by $21,141, or 88%, for the six months ended June 30, 2017 compared to the six months ended June 30, 2016. The increase in general and administrative expenses was primarily attributable to accounting consultation fees of $12,828 to draft our 2016 Annual Report on Form 10-K and our March 31, 2017 Quarterly Report on Form 10Q. For the six months ended June 30, 2016, these services were provided by employees of Badlands at no charge to us. Due to our recent change to use consultants, we expect that our expenses for accounting fees will continue to increase in 2017. The 2017 increase in general and administrative expenses was also attributable to (i) a quarterly Parent services expense allocation of $5,000 that commenced in the fourth quarter of 2016 to reflect the estimated cost of services provided by our Parent, and (ii) an increase in legal fees of $6,250 related to the review of our 2016 Annual Report on Form 10-K and our March 31, 2017 Quarterly Report on Form 10-Q.
These increases in general and administrative expenses total $24,078 and were partially offset by a decrease in auditing and tax services of $2,727. This reduction in auditing and tax services was attributable to less complexity in the 2016 audit as compared to the 2015 audit that included accounting and SEC reporting considerations associated with a Purchase Agreement and Repurchase Agreement entered into in August 2015.
Liquidity and Capital Resources
As of June 30, 2017, we had a stockholder’s deficit of $125,221 and a working capital deficit of $2,419, and cash and cash equivalents of $4,531. We require cash from our Parent to fund our ongoing operating expenses and we 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. Our financial statements have been prepared in conformity with US GAAP, which contemplates our continuation as a going concern, whereby the realization of assets and liquidation of liabilities occurs in the ordinary course of business. Our 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. The report of our independent registered public accounting firm on our financial statements as of December 31, 2016, contains an explanatory paragraph related to our ability to continue as a going concern.
In July 2017, our Parent agreed that it will not demand repayment of outstanding advances for $122,802 as of June 30, 2017 until after June 30, 2018. Accordingly, we have classified this liability as a long-term liability in our balance sheet as of June 30, 2017. While no assurance can be provided, we believe our Parent will continue to provide funding to enable us to meet our financial obligations over the following 12 months.
Cash Flows from Operating Activities
For thesix months ended June 30, 2017, net cash used in operating activities was $48,890 compared to $25,538 for thesix months ended June 30, 2016, an increase of $23,352. The 2017 increase in cash used in operating activities was primarily attributable to an increase in our net loss of $21,141, a decrease in accounts payable of $8,711 due to the timing of payments to service providers, and a non-cash allocation of $5,000 for Parent services expense for the first six months of 2017.
Cash Flows from Investing Activities
For thesix months ended June 30, 2016 and 2017, we did not generate or expend any cash from investing activities.
Cash Flows from Financing Activities
For thesix months ended June 30, 2016 and 2017, our sole source of financing cash flows was cash advances from our Parent to fund our operating activities of $25,674 and $51,474, respectively.
Anticipated Cash Commitments
During the year ended December 31, 2016, we received cash funding from our Parent in the aggregate amount of $37,849. In July 2017, our Parent agreed that it will not demand repayment of outstanding advances for $122,802 as of June 30, 2017 until after June 30, 2018. While no assurance can be provided, we believe our Parent will continue to provide funding to enable us to meet our financial obligations over the following 12 months. However, if funding is not available from our Parent, it is likely that we would have to cease our Exchange Act filings and cease to operate as a going concern.
Assuming the continuation of our current shell company status, we estimate cash commitments for the remainder of 2017 to fund legal, accounting and other general and administrative expenses associated with our periodic SEC filings to be approximately $12,000 per quarter.
Critical Accounting Policies
We prepare our financial statements in accordance with US GAAP. Our significant accounting policies are disclosed in Note 1 to our financial statements included in our 2016 Annual Report on Form 10-K.
Recently Issued Accounting Standards
Please refer to the section entitled Recent Accounting Pronouncements under Note 1 – Organization, Operations and Significant Accounting Policies in the Notes to the Financial Statements included in Item 1 of this report for additional information on recently issued accounting standards and our plans for adoption of those standards.
Off-Balance Sheet Arrangements
As of June 30, 2017, we had no off-balance sheet arrangements or obligations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, we are not required to provide the information under this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of June 30, 2017, the Company's management, including its Chief Executive Officer Chief Financial Officer, completed an evaluation of the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded:
| | i. | That the Company's disclosure controls and procedures are designed to ensure (a) that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms, and (b) that such information is accumulated and communicated to the Company's management, including the Chief Executive Officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure; and |
| | ii. | That the Company's disclosure controls and procedures are effective. |
Changes in Internal Control over Financial Reporting
During the fiscal quarter ended June 30, 2017, there have been no changes in our internal control over financial reporting 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
Not applicable.
Item 1A. Risk Factors.
As a smaller reporting company, we are not required to provide the information under this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Not applicable.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Not applicable.
Item 6. Exhibits
| EXHIBIT # | DESCRIPTION |
| | |
31.1* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 7241) |
31.2* | Certification of 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 Section 13 or 15(d) 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. | |
| | | | |
July 28, 2017 | | By: /s/ | Mikhail Y. Gurfinkel | |
| | | Mikhail Y. Gurfinkel | |
| | | Chief Executive and Chief Financial Officer | |
| | | | (Principal Executive, Financial and Accounting Officer) | |
14
