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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 June 30, 2015 

 

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: 333-182629 

 

INTERNATIONAL METALS STREAMING CORP.

(Exact name of registrant as specified in its charter) 

 

Nevada

45-5634033

(State or other jurisdiction of  incorporation or organization) 

(I.R.S. Employer  Identification No.) 

 

12303 Airport Way, Suite 200

Broomfield, Colorado

80021

(Address of principal executive offices) 

(Zip Code) 

 

(303) 327-1497

(Registrant’s telephone number, including area code) 

 

N/A

(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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x

 

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 (Sec.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 x

 

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  

¨

Smaller reporting company 

x

(Do not check if a smaller reporting company) 

 

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

 

As of August 10, 2015, the registrant had 13,626,920 shares of common stock, par value $0.0001 per share, outstanding. 

 

 

 

TABLE OF CONTENTS

 

TO QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2015

 

Page

PART I

FINANCIAL INFORMATION

Item 1. 

Financial Statements 

3

Condensed Balance Sheets as of June 30, 2015 (unaudited) and December 31, 2014 

3

Condensed Statements of Operations for the three and six months ended June 30, 2015 and 2014 (unaudited) 

4

Condensed Statements of Changes in Stockholders’ Deficit for the six months ended June 30, 2015 (unaudited) and December 31, 2014 

5

Condensed Statements of Cash Flows for the six months ended June 30, 2015 and 2014 (unaudited) 

6

Notes to Unaudited Condensed Financial Statements 

7

Item 2. 

Management's Discussion and Analysis of Financial Condition and Results of Operations 

11

Item 3. 

Quantitative and Qualitative Disclosures about Market Risk 

14

Item 4. 

Controls and Procedures 

15

PART II

OTHER INFORMATION

Item 1. 

Legal Proceedings 

16

Item 1A. 

Risk Factors 

16

Item 2. 

Unregistered Sales of Equity Securities and Use of Proceeds 

16

Item 3. 

Defaults upon Senior Securities 

16

Item 4. 

Mine Safety Disclosures 

16

Item 5. 

Other Information 

16

Item 6. 

Exhibits 

17

Signatures 

18

 

 
2
 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

INTERNATIONAL METALS STREAMING CORP. 

(FORMERLY GS VALET, INC.) 

CONDENSED BALANCE SHEETS 

 

 

 

As of

 

 

 

June 30,

2015 

 

 

December 31,

2014 

 

 

 

(Unaudited) 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

Cash  

 

$ 975

 

 

$ 1,927

 

Total Current Assets 

 

 

975

 

 

 

1,927

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS 

 

$ 975

 

 

$ 1,927

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES 

 

 

 

 

 

 

 

 

Accrued expenses 

 

$ 116,049

 

 

$ 75,913

 

Notes payable 

 

 

59,539

 

 

 

57,039

 

Total current liabilities 

 

 

175,588

 

 

 

132,952

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES 

 

 

175,588

 

 

 

132,952

 

 

 

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES  

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock, $0.0001 par value, 10,000,000 shares authorized,  

 

 

 

 

 

 

 

 

none issued and outstanding  

 

 

-

 

 

 

-

 

Common stock, $0.0001 par value, 50,000,000 shares 

 

 

 

 

 

 

 

 

authorized; 13,626,920 shares issued and outstanding  

 

 

 

 

 

 

 

 

at June 30, 2015 and December 31, 2014  

 

 

1,362

 

 

 

1,362

 

Additional paid-in-capital 

 

 

660,819

 

 

 

660,819

 

Accumulated deficit 

 

 

(836,794 )

 

 

(793,206 )

Total stockholders' deficit 

 

 

(174,613 )

 

 

(131,025 )
 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT 

 

$ 975

 

 

$ 1,927

 

 

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

 

 
3
 

 

INTERNATIONAL METALS STREAMING CORP.

(FORMERLY GS VALET, INC.)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

For the Three 

 

 

For the Three 

 

 

For the Six 

 

 

For the Six 

 

 

 

Months Ended 

 

 

Months Ended 

 

 

Months Ended 

 

 

Months Ended 

 

 

 

June 30, 2015 

 

 

June 30, 2014 

 

 

June 30, 2015 

 

 

June 30, 2014 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue 

 

$ -

 

 

$ -

 

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative expenses 

 

 

(13,295 )

 

 

(25,463 )

 

 

(45,276 )

 

 

(152,556 )
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations 

 

 

(13,295 )

 

 

(25,463 )

 

 

(45,276 )

 

 

(152,556 )
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forgiveness of debt 

 

 

4,000

 

 

 

-

 

 

 

4,000

 

 

 

-

 

Interest 

 

 

(1,187 )

 

 

(1,088 )

 

 

(2,312 )

 

 

(1,088 )
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations before income taxes 

 

 

(10,482 )

 

 

(26,551 )

 

 

(43,588 )

 

 

(153,644 )
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense (benefit) 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss 

 

$ (10,482 )

 

$ (26,551 )

 

$ (43,588 )

 

$ (153,644 )
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average loss per share - basic and dilutive 

 

$ (0.00 )

 

$ (0.00 )

 

$ (0.00 )

 

$ (0.01 )
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding - basic and dilutive 

 

 

13,626,920

 

 

 

13,626,920

 

 

 

13,626,920

 

 

 

14,352,120

 

 

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

 

 
4
 

 

INTERNATIONAL METALS STREAMING CORP.

(FORMERLY GS VALET, INC.)

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND FOR THE YEAR ENDED DECEMBER 31, 2014

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

$0.0001 par value

 

 

Additional  

 

 

Accumulated  

 

 

 

 

 

 

Shares  

 

 

Amount  

 

 

Paid in Capital  

 

 

(Deficit)  

 

 

Total  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2013 (Restated) 

 

 

15,502,081

 

 

$ 1,550

 

 

$ 8,049,815

 

 

$ (585,771 )

 

$ 7,465,594

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 11, 2014 - Return of net proceeds from the sale of common stock 

 

 

(1,875,161 )

 

 

(188 )

 

 

(7,388,996 )

 

 

-

 

 

 

(7,389,184 )
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended December 31, 2014 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(207,435 )

 

 

(207,435 )
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2014 

 

 

13,626,920

 

 

$ 1,362

 

 

$ 660,819

 

 

$ (793,206 )

 

$ (131,025 )
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the six months ended June 30, 2015 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(43,588 )

 

 

(43,588 )
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2015 (Unaudited) 

 

 

13,626,920

 

 

$ 1,362

 

 

$ 660,819

 

 

$ (836,794 )

 

$ (174,613 )

 

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

 

 
5
 

 

INTERNATIONAL METALS STREAMING CORP.

(FORMERLY GS VALET, INC.)

CONDENSED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(Unaudited)

 

 

 

For the Six  

 

 

For the Six  

 

 

 

Months Ended 

 

 

Months Ended 

 

 

 

June 30, 2015 

 

 

June 30, 2014 

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES: 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss  

 

$ (43,588 )

 

$ (153,644 )

Adjustments to reconcile net loss to net cash used in operating activities: 

 

 

 

 

 

 

 

 

Changes in operating assets and liabilities: 

 

 

 

 

 

 

 

 

Increase in Accrued expenses 

 

 

40,136

 

 

 

6,134

 

Net cash used in operating activities  

 

 

(3,452 )

 

 

(147,510 )
 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in cash held in trust 

 

 

-

 

 

 

7,479,655

 

Net cash provided by investing activities 

 

 

-

 

 

 

7,479,655

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Return of net proceeds from the sale of common stock 

 

 

-

 

 

 

(7,389,184 )

Proceeds from notes payable 

 

 

2,500

 

 

 

57,039

 

Net cash provided by (used in) financing activities 

 

 

2,500

 

 

 

(7,332,145 )
 

 

 

 

 

 

 

 

 

DECREASE IN CASH  

 

 

(952 )

 

 

-

 

 

 

 

 

 

 

 

 

 

CASH, BEGINNING OF PERIOD 

 

 

1,927

 

 

 

-

 

 

 

 

 

 

 

 

 

 

CASH, END OF PERIOD 

 

$ 975

 

 

$ -

 

 

 

 

 

 

 

 

 

 

Supplemental Information: 

 

 

 

 

 

 

 

 

Cash paid for taxes 

 

$ -

 

 

$ -

 

 

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

 

 
6
 

 

INTERNATIONAL METALS STREAMING CORP.

(FORMERLY GS VALET, INC.)

Notes to Unaudited Condensed Financial Statements

June 30, 2015

 

NOTE 1 – BASIS OF PRESENTATION 

 

The accompanying unaudited condensed financial statements as of June 30, 2015 and for the three and six months ended June 30, 2015 and 2014 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission, including Form 10-Q and Regulation S-K. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments), which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted pursuant to such rules and regulations. The Company believes that the disclosures provided are adequate to make the information presented not misleading.  

 

The results of operations for the three and six months ended June 30, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015. The accompanying unaudited condensed financial statements should be read in conjunction with the audited consolidated financial statements and explanatory notes for the year ended December 31, 2014 as disclosed in the Company’s Form 10-K for that year as filed with the Securities and Exchange Commission on April 30, 2015. 

 

NOTE 2 – NATURE OF BUSINESS

 

Overview of Organization

 

International Metals Streaming Corp. (the “Company”) was incorporated in the state of Nevada on November 17, 2011, under the name “GS Valet, Inc.” On December 1, 2011, the Company entered into an agreement with Garden State Valet, LLC, a New Jersey limited liability company (“Garden State Valet”), and the unit-holders of Garden State Valet (the “Unit-holders”) to purchase all of the outstanding units of Garden State Valet. Garden State Valet was formed on June 15, 2011.

 

The Company, through Garden State Valet, provided valet parking management services for hotels, restaurants, country clubs, retail centers and private events in New Jersey. The operations of Garden State Valet ceased on October 1, 2013. The Company then planned to pursue a metals streaming business by acquiring and managing precious metals streams, royalties and other similar interests. As of December 31, 2014, however, the Company determined that the metals streaming business was no longer desirable, and have ceased pursuing such business. As of June 30, 2015, the Company currently has nominal operations and minimal assets. As such, the Company is considered to be a shell company under the Securities Exchange Act of 1934, as amended.  

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

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 and disclosure of contingent assets and liabilities at the date of the financial statements. These estimates and assumptions also affect the reported amounts of revenues, costs and expenses during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates. 

 

Cash

 

The Company presently maintains its remaining proceeds from notes payable in an attorney trust account until such time that the Company could establish a bank account. 

 

 
7
 

 

INTERNATIONAL METALS STREAMING CORP.

(FORMERLY GS VALET, INC.)

Notes to Unaudited Condensed Financial Statements

June 30, 2015

 

Loss Per Share

 

The Company computes basic and diluted loss per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the reporting period. Diluted loss per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. During the six months ended June 30, 2015 and 2014, there were no potentially dilutive debt or equity instruments outstanding. 

 

Fair Value of Financial Instruments

 

ASC 820, Fair Value Measurements, requires disclosure of the fair value of financial instruments.The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair values because of the relatively short period of time between the origination of these instruments and their expected realization. 

 

Recently Issued Standards 

 

In June 2014, the FASB issued ASU 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The guidance eliminates the definition of a development stage entity thereby removing the incremental financial reporting requirements from U.S. GAAP for development or exploration stage entities, primarily presentation of inception to date financial information. The provisions of the amendments are effective for annual reporting periods beginning after December 15, 2014, and the interim periods therein. Accordingly, the Company has adopted this standard as of December 31, 2014 and the interim periods going forward. 

 

In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern (Topic 205-40)”, which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company has adopted this new standard for the fiscal year ended December 31, 2014 and the Company will continue to assess the impact on its consolidated financial statements. 

 

There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's financial position, results of operations or cash flows. 

 

NOTE 4 – GOING CONCERN

 

The Company’s unaudited condensed financial statements are prepared using U.S. GAAP applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company had incurred net losses of $43,588 and $153,644 for the six months ended June 30, 2015 and 2014, respectively. As of June 30, 2015 and December 31, 2014, our accumulated deficit was $836,794 and $793,206, respectively. The Company has not established an ongoing source of revenues sufficient to cover its operating costs, and requires additional capital to commence its operating plan. The ability of the Company to continue as a going concern is dependent on the sufficiency of its capital or obtaining additional capital to fund operating losses. If the Company requires or is unable to obtain additional capital, it could be forced to cease operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying unaudited condensed financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. 

 

 
8
 

 

INTERNATIONAL METALS STREAMING CORP.

(FORMERLY GS VALET, INC.)

Notes to Unaudited Condensed Financial Statements

June 30, 2015

 

NOTE 5 – NOTES PAYABLE, THIRD PARTY 

 

On April 4, 2014, the Company issued a note payable to a third party in the amount of $57,039. The note is due and payable on April 4, 2015 and carries an interest rate of 8% per annum. As of June 30, 2015, there is $5,651 of accrued interest related to the note payable included in accrued expenses and recorded interest expense of $1,138 and $2,263 for the three and six months ended June 30, 2015, respectively. The Company is currently in negotiations with respect to the payment and/ or settlement of this note payable. 

 

On April 2, 2015, the Company issued a note payable to a third party in the amount of $2,500. The note is due and payable on April 2, 2016 and carries an interest rate of 8% per annum. As of June 30, 2015, there is $49 of accrued interest related to the note payable included in accrued expenses and recorded interest expense of $49 and $49 for the three and six months ended June 30, 2015, respectively. 

 

NOTE 6 – COMMITMENTS AND CONTINGENCIES

 

The Company has no commitments or contingencies as of June 30, 2015 and December 31, 2014. 

 

From time to time, the Company may become a party to litigation matters involving claims against the Company. Management believes that it is adequately insured for its operations and there are no current matters that would have a material effect on the Company’s financial position or results of operations. 

 

NOTE 7 – RELATED PARTY TRANSACTIONS

 

During the three and six months ended June 30, 2015, the Company incurred consulting fees of $2,000 and $4,000, respectively, provided by the current officer and director of the Company. As of June 30, 2015, unpaid consulting fees of $13,000 are included in accrued expenses.  

 

During the three and six months ended June 30, 2014, the Company incurred consulting fees of $0 and $20,000, respectively, provided by the former officer and director of the Company.  

 

 
9
 

 

INTERNATIONAL METALS STREAMING CORP.

(FORMERLY GS VALET, INC.)

Notes to Unaudited Condensed Financial Statements

June 30, 2015

 

NOTE 8 – EQUITY

 

Preferred Stock

 

The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.0001 per share (“Preferred Stock”). No Preferred Stock has been issued to date. 

 

Common Stock

 

The Company is authorized to issue 50,000,000 shares of common stock with a par value of $0.0001 per share (“Common Stock”). The Company had 13,626,920 shares of Common Stock issued and outstanding at June 30, 2015 and December 31, 2014, respectively. 

 

On March 10, 2014, due to its determination that the metals streaming business was no longer desirable, the Company and certain accredited investors (the “Investors”) rescinded their transactions pertaining to the sale of 1,875,161 shares of Common Stock (the “Shares”). In connection with such rescission: (a) each Investor agreed to return that portion of the Shares issued to such Investor, (b) the Company agreed to return the proceeds from the sale of the Shares to the Investors, net of all payments therefrom by the Company as of the date of the rescission, and (c) the Company and the Investors each agreed to release all claims that each of them may have against the other. 

 

On March 11, 2014, $7,389,184 of the $8 million proceeds from the sale of 1,875,161 shares of Common Stock, less costs of $610,816, was returned to the Investors. In connection therewith, the certificates representing such shares have been surrendered to the Company for cancellation.  

  

 
10
 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

The following discussion and analysis summarizes the significant factors affecting our condensed results of operations, financial condition and liquidity position for the three and six months ended June 30, 2015. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2014 and notes thereto contained in the information filed as part of the Company’s Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission (“SEC”) on April 30, 2015. The following discussion and analysis contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.

 

Forward-Looking Statements

 

Forward-looking statements in this Quarterly Report on Form 10-Q, including without limitation, statements related to our plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties including without limitation the following: (i) our plans, strategies, objectives, expectations and intentions are subject to change at any time at our discretion; (ii) our plans and results of operations will be affected by our ability to manage growth and competition; and (iii) other risks and uncertainties indicated from time to time in our filings with the SEC. 

 

In some cases, you can identify forward-looking statements by terminology such as ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘could,’’ ‘‘expects,’’ ‘‘plans,’’ ‘‘intends,’’ ‘‘anticipates,’’ ‘‘believes,’’ ‘‘estimates,’’ ‘‘predicts,’’ ‘‘potential,’’ or ‘‘continue’’ or the negative of such terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report. 

 

Overview

 

International Metals Streaming Corp. (the “Company”) was incorporated in the state of Nevada on November 17, 2011, under the name “GS Valet, Inc.” On December 1, 2011, the Company entered into an agreement with Garden State Valet, LLC, a New Jersey limited liability company (“Garden State Valet”), and the unit-holders of Garden State Valet (the “Unit-holders”) to purchase all of the outstanding units of Garden State Valet. Garden State Valet was formed on June 15, 2011. 

 

The Company, through Garden State Valet, provided valet parking management services for hotels, restaurants, country clubs, retail centers and private events in New Jersey. The operations of Garden State Valet ceased on October 1, 2013. The Company then planned to pursue a metals streaming business by acquiring and managing precious metals streams, royalties and other similar interests. As of December 31, 2014, however, the Company determined that the metals streaming business was no longer desirable, and have ceased pursuing such business. As of June 30, 2015, the Company currently has nominal operations and minimal assets. As such, the Company is considered to be a shell company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 

 

 
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Results of Operations

 

 

 

For the Six Months Ended June 30,

2015

 

 

For the Six Months Ended June 30,

2014

 

 

 

(Unaudited)

 

 

(Unaudited)

 

 

 

 

 

 

 

 

Revenue 

 

$ -

 

 

$ -

 

Cost of revenue 

 

 

-

 

 

 

-

 

Gross profit 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

General and administrative expenses 

 

 

(45,276 )

 

 

(152,556 )
 

 

 

 

 

 

 

 

 

Loss from operations 

 

 

(41,276 )

 

 

(152,556 )
 

 

 

 

 

 

 

 

 

Other income (expense) 

Forgiveness of debt 

 

 

4,000

 

 

 

 

 

Interest expense 

 

 

(2,312 )

 

 

(1,088 )
 

 

 

 

 

 

 

 

 

Net loss 

 

$ (43,588 )

 

$ (153,644 )

 

Revenue

 

For the three and six months ended June 30, 2015 and 2014, we did not have any revenues from operations. 

 

General and Administrative Expenses 

 

For the three months ended June 30, 2015 and 2014, our general and administrative expenses totaled $13,295 and $25,463, respectively. This expense is primarily related to professional fees and consulting expenses incurred during the three months ended June 30, 2015 and 2014. 

 

For the six months ended June 30, 2015 and 2014, our general and administrative expenses totaled $45,276 and $152,556, respectively, from operations. This expense is primarily related to professional fees and consulting expenses incurred during the six months ended June 30, 2015 and 2014. 

 

Net Loss 

 

For the three months ended June 30, 2015, our net loss was $10,482, or $(0.00) per common share (basic and diluted), as compared to a net loss of $26,551, or $(0.00) per common share (basic and diluted), for the same period in 2014, a decrease in total net loss of $16,069. Such decrease in net losses was directly attributable to decreased professional fees and consulting expenses. 

 

For the six months ended June 30, 2015, our net loss was $43,588, or $(0.00) per common share (basic and diluted), as compared to a net loss of $153,644, or $(0.01) per common share (basic and diluted), for the same period in 2014, resulting in a decrease in total net loss of $110,056. Such decrease in net losses was directly attributable to decreased professional fees and consulting expenses. 

 

 
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Liquidity and Capital Resources

 

In summary, our cash flows are as follows: 

 

 

 

For the six months ended June 30,

 

 

 

2015

 

 

2014

 

 

 

(Unaudited)

 

 

(Unaudited)

 

Net cash used in operating activities 

 

$ (3,452 )

 

$ (147,510 )
 

 

 

 

 

 

 

 

 

Net cash provided by investing activities 

 

$ -

 

 

$ 7,479,655

 

Net cash provided by (used in) financing activities 

 

$ 2,500

 

 

$ (7,332,145 )

 

As of June 30, 2015, the Company had a stockholders’ deficit of $174,613. For the six months ended June 30, 2015 and 2014, the Company had a net loss of $43,588 and $153,644, respectively. 

 

Net cash used in operating activities for the six months ended June 30, 2015 was $3,452 as a result of payments made for office expenses and professional fees. Net cash used in operating activities for the same period of 2014 was $147,510 and was mainly due to increased payments attributable to higher professional fees and consulting expenses. 

 

There was no cash provided by investing activities for the six months ended June 30, 2015. Net cash provided by investing activities for the six months ended June 30, 2014 was $7,479,655, consisting primarily of funds disbursed from the Company’s trust account related to operating expenses including funds being returned to investors. 

 

There was $2,500 cash provided by financing activities for the six months ended June 30, 2015. Net cash used in financing activities for the six months ended June 30, 2014 was $7,332,145, as a result of funds being returned to investors from the Company’s trust account.  

 

As of June 30, 2015, we had $975 in cash, total current assets of $975 and total current liabilities of $175,588. 

 

Going Concern

 

The Company’s unaudited condensed financial statements are prepared using generally accepted accounting principles in the United States (“U.S. GAAP”) applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company had incurred net losses of $43,588 and $153,644 for the six months ended June 30, 2015 and 2014, respectively. As of June 30, 2015 and December 31, 2014, our accumulated deficit was $836,794 and $793,206, respectively. The Company has not established an ongoing source of revenues sufficient to cover its operating costs, and requires additional capital to commence its operating plan. The ability of the Company to continue as a going concern is dependent on the sufficiency of its capital or obtaining additional capital to fund operating losses. If the Company requires or is unable to obtain additional capital, it could be forced to cease operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. 

 

Off-balance Sheet Arrangements

 

We had no off-balance sheet arrangements as at June 30, 2015. 

 

Contractual Obligations

 

We had no contractual obligations as at June 30, 2015. 

 

 
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Critical Accounting Policies

 

Financial Reporting Release No. 60, published by the SEC, recommends that all companies include a discussion of critical accounting policies used in the preparation of their financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. 

 

We believe that given the current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause a material effect on our unaudited condensed results of operations, financial position or liquidity for the periods presented in this report. Please refer to Note ­­3 – Summary of Significant Accounting Policies in the notes to the unaudited condensed financial statements. 

 

Recently Issued Standards

 

In June 2014, the FASB issued ASU 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The guidance eliminates the definition of a development stage entity thereby removing the incremental financial reporting requirements from U.S. GAAP for development or exploration stage entities, primarily presentation of inception to date financial information. The provisions of the amendments are effective for annual reporting periods beginning after December 15, 2014, and the interim periods therein. Accordingly, the Company has adopted this standard as of December 31, 2014 and the interim periods going forward. 

 

In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern (Topic 205-40)”, which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company has adopted this new standard for the fiscal year ended December 31, 2014 and the Company will continue to assess the impact on its consolidated financial statements.  

 

There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's financial position, results of operations or cash flows. 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item. 

 

 
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ITEM 4. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

Our sole officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Our management does not expect that our disclosure controls and procedures will prevent all error and all fraud. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. 

 

Based on the evaluation as of June 30, 2015, for the reasons set forth below, our sole officer concluded that our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act 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, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. 

 

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of June 30, 2015, our sole officer concluded our internal controls over financial reporting were not effective as we lack resources to support full compliance. 

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 

 

 
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PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results. 

 

ITEM 1A. RISK FACTORS.

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item. 

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

None during the six months ended June 30, 2015 that was not previously reported in a current report on Form 8-K. 

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None. 

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable. 

 

ITEM 5. OTHER INFORMATION.

 

None.  

 

 
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ITEM 6. EXHIBITS.

 

EXHIBIT INDEX

 

Exhibit Number

Description

3.1 

Articles of Incorporation (1) 

3.2 

Certificate of Amendment to Articles of Incorporation (2) 

3.3 

Bylaws (1) 

31.1 

Section 302 Certification by the Corporation’s Chief Executive Officer and Chief Financial Officer* 

32.1 

Section 906 Certification by the Corporation’s Chief Executive Officer and Chief Financial Officer* 

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 herewith. 

(1) 

Incorporated by reference from the registrant’s Registration Statement on Form S-1 filed on July 11, 2012. 

(2) 

Incorporated by reference from the registrant’s Current Report on Form 8-K filed on September 26, 2013. 

 

 
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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.  

 

INTERNATIONAL METALS STREAMING CORP.

(Registrant) 

Date: August 14, 2015 

By: 

/s/ Michael Hlavsa

Michael Hlavsa 

Chief Executive Officer, Chief Financial Officer and Director 

 

 

 

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