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 September 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: 000-54477

Iron Sands Corp.

(Exact Name of Registrant as Specified in its Charter)

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.

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 November 6, 2015 was 5,000,000.

IRON SANDS CORP.

TABLE OF CONTENTS

PART I.  FINANCIAL INFORMATION

Item 1. Financial Statements

IRON SANDS CORP.

CONDENSED BALANCE SHEETS

(Unaudited)

IRON SANDS CORP.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

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

IRON SANDS CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

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

IRON SANDS CORP.

Notes to Condensed Financial Statements (Unaudited)

IRON SANDS CORP.

Notes to Condensed Financial Statements (Unaudited) 

IRON SANDS CORP.

Notes to Condensed Financial Statements (Unaudited) 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements 

This report contains 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, and is subject to the safe harbor created by those sections. Forward-looking statements include statements about our future plans, estimates, beliefs, and anticipated, expected or projected performance. 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,” “enable,” “potential,” and other words and terms of similar meaning in connection with any discussion of, among other things, future operating or financial performance, acquisitions, strategic initiatives and business strategies. You are cautioned not to place undue reliance on these forward-looking statements and to note that they speak only as of the date hereof. Such statements are based on current assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially.  Readers are urged to carefully review and consider the various disclosures made in this report and in our other reports filed with the Securities and Exchange Commission (“SEC”) that disclose certain risks and factors that may affect our business.   We disclaim any intention or obligation to update or revise any 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. Since inception, we have been engaged solely in organizational efforts and obtaining financing.  We were formed as a vehicle to investigate and acquire a target company or business seeking the perceived advantages of being a publicly held corporation.  

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. See further discussion on this transaction in Note 2 to the unaudited condensed financial statements contained in this report.

Currently, we do not engage in any business activities that provide cash flow and are dependent on Badlands for funding our ongoing operating expenses for accounting, legal and filling fees associated with completing and filing our Exchange Act reports.

Results of Operations

Since inception, we have had no operations and have generated no revenue. For the three and six months ended September 30, 2015 and September 30, 2014, our operating losses for those periods are 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 September 30, 2015 and September 30, 2014, general and administrative expenses were $17,499 and $9,275, respectively, and interest expense was $700 and $705, respectively, for those periods. For the three months ended September 30, 2015, we recognized a net loss of $18,199 compared to a net loss of $9,980 for the three months ended September 30, 2014, primarily due to increased legal fees during the three months ended September 30, 2015 associated with the Purchase Agreement and Repurchase Agreement.

For the six months ended September 30, 2015 and September 30, 2014, general and administrative expenses were $27,490 and $21,380, respectively, and interest expense was $1,792 and $1,276, respectively, for those periods. For the six months ended September 30, 2015, we recognized a net loss of $29,282 compared to a net loss of $22,656 for the six months ended September 30, 2014, primarily due to increased legal fees during the six months ended September 30, 2015 associated with the Purchase Agreement and Repurchase Agreement.

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 year ended March 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 March 31, 2015. As of September 30, 2015, we had an accumulated deficit of $183,398, cash of $520 and stockholders’ deficit of $6,786. 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.

Recent Financing

Subsequent to September 30, 2015, Badlands has provided cash funding to us of $5,000 in the form of unsecured loan advances, which are non-interest bearing. The advances are due upon demand and carry no expiration date.

Cash

Our available cash at September 30, 2015, March 31, 2015 and September 30, 2014 was $520, $2,907 and $2,608, respectively.

Liabilities

As of September 30, 2015 and subsequent to September 30, 2015, we have incurred debt obligations for funding provided by Badlands and we expect to incur additional debt obligations for funding provided by Badlands in the near term.

Cash Flows from Operating Activities 

For the six months ended September 30, 2015, net cash used in operations was $33,548. The primary uses of cash from operations were general and administrative expenses, which totaled $27,490, and a reduction in accounts payable of $6,060.

For the six months ended September 30, 2014, net cash used in operating activities was $23,214. The primary uses of cash from operations were general and administrative expenses, which totaled $21,380, and a decrease in accrued expenses of $558.

Cash Flows from Investing Activities 

For the six months ended September 30, 2015 and September 30, 2014, we did not generate or expend cash from investing activities.

Cash Flows from Financing Activities

For the six months ended September 30, 2015, we generated $31,161 of cash from financing activities. The primary sources of cash from financing activities were proceeds from the NLBDIT Enterprises Note in the amount of $12,000, advances received from our Parent in the amount of $7,306 and the sale of Common Stock in the amount of $49,319 as part of the Purchase Agreement. The primary uses of cash from financing activities were the partial repayment of the NLBDIT Enterprises Note in the amount of $17,464 as part of the Purchase Agreement and the repurchase of shares from NLBDIT Services, a related party, in the amount of $20,000 as part of the Repurchase Agreement.

For the six months ended September 30, 2014, we generated $23,150 of cash from financing activities from the proceeds from the NLBDIT Enterprises Note.

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. Subsequent to September 30, 2015, Badlands has provided $5,000 in loan advances to us. 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 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, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, with the participation of our 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 September 30, 2015, and our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of that date.

Change in Internal Control over Financial Reporting

On August 26, 2015, pursuant to the Purchase Agreement, we sold 5,000,000 newly issued shares of Common Stock to Badlands in exchange for total cash consideration in the amount of $49,319, and effective as of this date, Badlands’ owned 100% of our issued and outstanding Common Stock, and new management of the Company assumed responsibility for the evaluation, establishment and maintenance of internal control over financial reporting. As of the date of this report, we are evaluating internal control over financial reporting based on the Company’s recent change in ownership and management. Based on our initial evaluation, we are not aware of any material change to the Company’s internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended September 30, 2015, we entered into and consummated the Repurchase Agreement with NLBDIT 2010 Services, LLC (“NLBDIT Services”), our sole stockholder and a related party, whereby NLBDIT Services sold and we repurchased 5,000,000 shares of Common Stock, which represented all of the issued and outstanding Common Stock of the Company, for an aggregate purchase price of $20,000, which sum was paid to NLBDIT Services by us from the proceeds received from the sale of the Common Stock pursuant to the Purchase Agreement.

The following table represents the shares of Common Stock repurchased by us pursuant to the Repurchase Agreement:

ISSUER PURCHASES OF EQUITY SECURITIES

Item 6. Exhibits

*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.

13