~~U.S.~~UNITED ~~SECURITIES AND EXCHANGE COMMISSION~~STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~ FORM 10-K

(Mark One)

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☑

Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the Fiscal Year Ended December 31, 2016

☐

Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to

For the fiscal year ended March 31, 2015

☐ TRANSITION REPORT UNDER 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.

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)

Registrant's telephone number, including area code:		(303) 800-9669

~~(Exact name~~Securities ofregistered ~~registrant~~pursuant asto ~~specified~~Section in12(b) ~~its~~of ~~charter)~~ the Act: None

Delaware		45-2258702
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Securities registered pursuant to Section 12(g) of the Act:

~~c/o~~Common ~~Samir~~Stock, ~~Masri CPA Firm P~~$0.~~C.,~~0001 ~~175~~par ~~Great~~value ~~Neck~~Title ~~Road, Suite 403, Great Neck, NY 11021 (Address~~ of ~~principal executive offices)~~class

~~(516)~~Indicate ~~466-6193~~by ~~(Registrant’s~~check ~~telephone~~mark ~~number~~if the registrant is a well-known seasoned issuer, ~~including~~as ~~area~~defined ~~code)~~in Rule 405 of the Securities Act. YES ☐ NO ☑

~~Securities~~Indicate ~~registered~~by ~~under~~check mark if the registrant is not required to file reports pursuant to Section 1213 or Section 15(bd) of the ~~Exchange~~ Act:. YES ☐ NO ☑

~~None~~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.

~~Securities registered~~YES ~~under~~☑ NO ~~Section 12(g) of the Exchange Act:~~☐

~~Common~~Indicate ~~Stock~~by check mark whether the registrant has submitted electronically and posted on its corporate Web site, ~~$0.0001~~if ~~par~~any, ~~value~~every ~~per~~Interactive ~~share~~Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (~~Title~~§232.405 of ~~Class~~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 ☐

~~Check whether~~Indicate ~~the~~by ~~registrant~~check ismark aif ~~well~~disclosure of delinquent filers, pursuant to Item 405 of Regulation S-~~known~~K ~~seasoned~~is ~~issuer~~not contained herein and will not be contained, asto ~~defined~~the best of the Registrant's knowledge, in ~~Rule~~definitive ~~405~~proxy or information statements incorporated by reference in Part III of ~~the~~this ~~Securities~~Form ~~Act. Yes ☐ No ☒~~10-K or any amendment to this Form 10-K ☑

~~Check~~ Indicate by check mark whether the registrant is ~~not~~a ~~required~~large toaccelerated ~~file~~filer, ~~reports~~an ~~pursuant~~accelerated tofiler, ~~Section~~a 13non-accelerated filer or ~~15(d)~~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. ~~Yes ☐ No ☒~~

~~Check whether~~Large ~~the~~accelerated ~~registrant~~filer ☐ Accelerated ~~(1)~~filer ☐ Non-accelerated ~~has~~filer ☐ Smaller ~~filed~~reporting all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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. Yescompany ~~☒ No ☐~~☑

~~Check whether~~Indicate ~~the~~by ~~registrant~~check ~~has~~mark ~~submitted~~whether ~~electronically~~the ~~and~~registrant ~~posted~~is ona ~~its~~shell ~~corporate~~company ~~website,~~(as ifdefined ~~any,~~in ~~every Interactive Data File required to be submitted and posted pursuant to~~ Rule ~~405 of Regulation S~~12b-T2 ~~(§232.405~~ of ~~this chapter) during~~ the ~~preceding~~Exchange ~~12 months (or for such shorter period that the registrant was required to submit and post such files~~Act). YES ~~Yes ☒ No~~ ☑ NO ☐

~~Check if~~The ~~there~~aggregate ismarket novalue ~~disclosure~~ of ~~delinquent~~the ~~filers~~voting inand ~~response~~non-voting tocommon ~~Item~~equity ~~405~~held by non-affiliates as of ~~Regulation~~the ~~S-K~~last ~~(§229.405~~business day of ~~this~~the ~~chapter)~~registrant’s ~~contained herein,~~most ~~and~~recently nocompleted ~~disclosure~~second ~~will~~fiscal bequarter ~~contained~~(June 30, to2016) ~~the~~was ~~best~~zero ofas ~~registrant's~~there ~~knowledge,~~were inno ~~definitive~~non-affiliate ~~proxy~~holders orof ~~information~~common ~~statements incorporated~~stock byand ~~reference~~there inwas ~~Part~~no ~~III~~market offor ~~this~~the ~~Form~~registrant’s ~~10-K~~common orstock, ~~any~~as ~~amendment~~it tois ~~this~~not ~~Form~~listed ~~10-K~~on any market exchange. ☒

~~Check whether~~The ~~the~~ registrant ishad ~~a large accelerated filer~~5, ~~an accelerated filer~~000,000 ashares ~~non-accelerated~~of ~~filer,~~its ~~or a smaller reporting company~~$0. ~~See definitions~~0001 ofpar ~~“large~~value ~~accelerated~~common ~~filer,”~~stock ~~“accelerated~~outstanding ~~filer”~~as ~~and “smaller reporting company” in Rule 12b-2~~ of ~~the~~February ~~Exchange~~7, ~~Act~~2017. ~~(Check one):~~

~~Large~~Documents ~~Accelerated~~incorporated ~~Filer~~by ☐reference: ~~Accelerated Filer ☐ Non-accelerated Filer ☐ Smaller Reporting Company ☒ (Do not check if a smaller reporting company~~None.)

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Check whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of September 30, 2014, there were no non-affiliate holders of common stock of the Company.

APPLICABLE ONLY TO CORPORATE REGISTRANTS

As of July 14, 2015, there were 5,000,000 shares of common stock, par value $.0001, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

FORWARD-LOOKING STATEMENTS

Certain statements made in this Annual Report on Form 10-K are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Iron Sands Corp. (the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

TABLE OF CONTENTS

		Page
	Forward-Looking Statements
	Part I
Item 1.	Business.		1
Item 1A.	Risk Factors.		5
Item 1B.	Unresolved Staff Comments.		5
Item 2.	Properties.		5
Item 3.	Legal Proceedings.		5
Item 4.	Mine Safety Disclosures.		5
	Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.		6
Item 6.	Selected Financial Data.		6
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results Of Operations.		6
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.		9
Item 8.	Financial Statements and Supplementary Data.		9
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.		10
Item 9A.	Controls and Procedures.		10
Item 9B.	Other Information.		11
	Part III
Item 10.	Directors, Executive Officers and Corporate Governance.		12
Item 11.	Executive Compensation.		14
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.		15
Item 13.	Certain Relationships and Related Transactions, and Director Independence.		16
Item 14.	Principal Accountant Fees and Services.		17
	Part IV
Item 15.	Exhibits, Financial Statement Schedules.		18
	Signatures		19

	Page
Part I
Item 1. Business	2
Item 1 A. Risk Factors	3
Item 1 B. Unresolved Staff Comments	3
Item 2. Properties	3
Item 3. Legal Proceedings	3
Item 4. Mine Safety Disclosures	3

Part II
Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities	4
Item 6. Selected Financial Data	4
Item 7. Management’s Discussion And Analysis Of Financial Condition And Result Of Operations	4
Item 7a. Quantitative And Qualitative Disclosures About Market Risk	7
Item 8. Financial Statements And Supplementary Data	7
Item 9. Changes In And Disagreements With Accountants On Accounting And Financial Disclosure	18
Item 9a. Controls And Procedures	18
Item 9b. Other Information	18

Part III
Item 10. Directors, Executive Officers And Corporate Governance	19
Item 11. Executive Compensation	20
Item 12. Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters	20
Item 13. Certain Relationships And Related Transactions, And Director Independence	20
Item 14. Principal Accounting Fees And Services	22

Part IV
Item 15. Exhibits And Financial Statement Schedules	23
Item 16. Form 10-K Summary	23
Signatures	24

PART I

Item 1. Business.

Iron Sands Corp. (“we”, “us”, “our” or the "Company") was incorporated in the State of Delaware on January 18, 2011 and maintains its principal executive office at c/o Samir Masri CPA Firm P.C., 175 Great Neck Road, Suite 403, Great Neck, NY 11021. Since inception, the Company has been engaged in organizational efforts and obtaining initial financing. The Company was formed as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. The Company filed a registration statement on Form 10 with the U.S. Securities and Exchange Commission (the “SEC”) on August 12, 2011, and since its effectiveness, the Company has focused on identifying a possible business combination. The Company selected March 31 as its fiscal year end.

The Company is currently 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. 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 business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements.

Since our Registration Statement on Form 10 became effective, our management has had contact and discussions with representatives of other entities regarding a business combination with us. While the Company is not a party to any definitive agreements, on May 29, 2014, the Company’s sole shareholder entered into an agreement to sell 100% of the Company’s issued and outstanding Common Stock (the “Shares”) to a third party (the “Sale”), in exchange for an amount that is equal to the sum of the total amount of all expenses, incurred or to be incurred by the Company beginning January 1, 2014 until the closing of the Sale. Nathan Low, a principal of our sole stockholder, owns a 27.06% interest of the third party through a related entity. Subsequent to the period covered by this report, the parties agreed to amend the terms of the Sale so that the Shares will be sold for an aggregate amount to be determined by the parties plus all costs and expenses incurred by the Company since January 1, 2015 in connection with the filing of the Form 10-K for the fiscal year ended March 31, 2015. The terms and conditions of the Sale will be subject to a definitive agreement so the transaction remains subject to change. The closing of the transaction by our sole shareholder will result in a change in control of the Company. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks. Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.

The analysis of new business opportunities will be undertaken by or under the supervision of the officer and director of the Company. As of this date, the Company has not entered into any definitive agreement with any party regarding business opportunities for the Company; however, as described above, the Company’s sole shareholder has entered into an agreement to transfer 100% of the Company’s issued and outstanding Common Stock to a third party, of which the closing will result in a change in control of the Company. The Company has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities in that it may seek a business combination target located in any industry or location. In its efforts to analyze potential acquisition targets, the Company will consider the following kinds of factors:

(a) Potential for growth, indicated by new technology, anticipated market expansion or new products;

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~~(b) Competitive position~~ITEM as1. ~~compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;~~BUSINESS

~~(c) Strength and~~Forward ~~diversity~~looking ~~of management, either in place or scheduled for recruitment;~~Statements

~~(d) Capital~~The ~~requirements~~information ~~and~~in ~~anticipated~~this ~~availability~~Annual Report on Form 10-K includes “forward-looking statements” within the meaning of ~~required~~Section ~~funds~~27A of the Securities Act of 1933, toas beamended, ~~provided~~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 ~~Company~~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 ~~from~~current ~~operations~~facts. Such statements may include words such as “anticipate, ~~through~~” ~~the~~“will,” ~~sale~~“estimate,” “seek,” “expect,” “project,” “intend,” “should,” “plan,” “believe,” “hope,” and other words and terms of ~~additional~~similar ~~securities~~meaning in connection with any discussion of, ~~through~~among ~~joint~~other ~~ventures~~things, future operating or ~~similar~~financial ~~arrangements~~performance, strategic initiatives and business strategies, and regulatory or ~~from~~competitive environments. 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 ~~sources;~~events.

~~(e) The cost~~Except ofas ~~participation~~the bycontext ~~the~~otherwise ~~Company~~requires, asthe ~~compared~~terms to“Iron Sands”, the ~~perceived~~“Company”, ~~tangible~~“we,” ~~and~~“our” ~~intangible~~or ~~values~~“us” ~~and~~means ~~potentials;~~ Iron Sands Corp.

~~(f) The extent~~Background ~~to which the business opportunity can be advanced;~~ and History

~~(g) The accessibility~~We were incorporated in the State of ~~required~~Delaware ~~management~~on ~~expertise,~~January ~~personnel~~18, ~~raw~~2011 ~~materials~~with the objective to acquire, ~~services~~or merge with, ~~professional~~an ~~assistance~~operating company. We filed a General Form for Registration of Securities on Form 10 (“Registration Statement”) with the U.S. Securities and ~~other~~Exchange ~~required items~~Commission (“SEC”) on August 12, 2011, and we elected at that time to have March 31 as our fiscal year end. Effective with the filing of our transition report on Form 10-KT, we elected to change our fiscal year end from March 31 to December 31, effective December 31, 2015.

~~In applying~~We ~~the~~currently ~~foregoing~~conduct ~~criteria,~~ no ~~one~~business ofand ~~which~~are ~~will~~considered ~~be controlling, management will attempt~~ to ~~analyze~~be ~~all factors and circumstances and make~~ a ~~determination~~"blank ~~based~~check" ~~upon reasonable investigative measures and available data~~company. ~~Potentially~~The ~~available~~SEC ~~business~~defines ~~opportunities may~~those ~~occur~~companies inas ~~many~~"any ~~different~~development ~~industries,~~stage ~~and~~company atthat ~~various~~is ~~stages~~issuing ofa ~~development~~penny stock, ~~all~~within ~~of which will make~~ the ~~task~~meaning of ~~comparative~~Section ~~investigation and~~3(a)(51) ~~analysis~~ of ~~such business opportunities extremely difficult and complex. Due to~~ the ~~Company's~~Securities ~~limited~~Exchange ~~capital~~Act ~~available~~of ~~for investigation~~1934, ~~the~~as ~~Company~~amended ~~may not discover or adequately evaluate adverse facts about~~ (the ~~opportunity~~“Exchange ~~to be acquired. In addition~~Act”), we ~~will~~and ~~be competing against other entities~~ that ~~possess~~has ~~greater~~no ~~financial,~~specific ~~technical and managerial capabilities for identifying and completing~~ business ~~combinations.~~plan Inor ~~evaluating a prospective business combination~~purpose, weor ~~will~~has ~~conduct~~indicated as extensive a due diligence review of potential targets as possible given the lack of information which may be available regarding private companies, our limited personnel and financial resources and the inexperience of our management with respect to such activities. We expect that ~~our~~ ~~due~~its ~~diligence will encompass, among other things, meetings with the target~~ business’s ~~incumbent~~plan ~~management and inspection of its facilities, as necessary, as well as a review of financial and other information which~~ is ~~made available~~ to ~~us.~~merge ~~This~~with ~~due diligence~~an ~~review~~unidentified ~~will~~company ~~be conducted either by our management~~ or bycompanies." ~~unaffiliated~~Under ~~third~~SEC ~~parties~~Rule we12b-2 ~~may~~under ~~engage,~~the ~~including~~Exchange ~~but not limited to attorneys~~Act, ~~accountants, consultants or other such professionals. At this time~~ the Company ~~has~~also ~~not~~qualifies ~~specifically~~as ~~identified any third~~a ~~parties~~“shell ~~that it may engage~~company, ~~except that Sunrise Securities Corp. (“Sunrise~~”), abecause ~~SEC-registered~~it ~~broker-dealer and~~has ~~Financial~~no ~~Industry~~or ~~Regulatory~~nominal ~~Authority~~assets (~~“FINRA”)~~other ~~member,~~than ~~may~~cash) ~~assist~~and ~~the~~no ~~Company~~or ~~with~~nominal ~~due diligence in identifying a business combination target~~operations. ~~Nathan~~Many ~~Low,~~states ahave ~~principal~~enacted ~~of our sole stockholder~~statutes, ~~NLBDIT~~rules ~~2010 Services, LLC, is founder~~ and ~~President~~regulations oflimiting Sunrise. The costs associated with hiring third parties as required to complete a business combination may be significant and are difficult to determine as such costs may vary depending on a variety of factors, including the ~~amount~~sale of ~~time it~~securities ~~takes to complete a business combination, the location~~ of ~~the~~"blank ~~target~~check" ~~company,~~companies ~~and~~in ~~the~~their ~~size~~respective ~~and complexity of the business of the target company~~jurisdictions. ~~Our~~ ~~limited~~At ~~funds~~this ~~and the lack of full-~~time, management ~~will~~does ~~likely~~not ~~make~~intend ~~it impracticable~~ to ~~conduct a~~undertake ~~complete~~any ~~and~~efforts ~~exhaustive~~to ~~investigation~~cause ~~and analysis of~~ a ~~target~~market ~~business~~to ~~before~~develop wein ~~consummate~~our asecurities, ~~business~~either ~~combination.~~debt ~~Management decisions,~~or ~~therefore~~equity, ~~will~~until ~~likely~~we behave ~~made~~successfully ~~without~~concluded ~~detailed~~a ~~feasibility~~financial ~~studies,~~transaction ~~independent~~with ~~analysis,~~an ~~market~~operating ~~surveys~~company ~~and~~or ~~the~~raise ~~like which,~~sufficient ifcapital ~~we had more funds available~~ to ~~us,~~commence ~~would~~a bebusiness ~~desirable~~operation. We ~~will~~intend beto ~~particularly~~comply ~~dependent~~with inthe ~~making~~periodic ~~decisions~~reporting ~~upon~~requirements ~~information provided~~of by the ~~promoters,~~Exchange ~~owners,~~Act ~~sponsors~~while orwe ~~others~~are ~~associated~~subject ~~with~~to ~~the~~those ~~target business seeking our participation~~requirements.

~~We do~~On ~~not~~August ~~currently~~26, ~~intend~~2015, pursuant to ~~retain~~a ~~any~~Securities ~~entity~~Purchase toAgreement ~~act~~(the as“Purchase Agreement”) with Badlands NGLs, LLC (“Badlands” or the “Parent”), an operating company that is engaged in the development of a polymer manufacturing plant in the U.S., we sold 5,000,000 newly issued shares of our common stock (“~~finder~~Common Stock”) to ~~identify~~Badlands ~~and~~in ~~analyze~~exchange for total cash consideration in the ~~merits~~amount of ~~potential target~~$49,319, ~~businesses~~resulting in Badlands owning all of our issued and outstanding Common Stock. ~~However,~~ ifSimultaneously with the execution of the Purchase Agreement, we doentered into and consummated a Repurchase Agreement (the “Repurchase Agreement”), atwith ~~present~~our sole stockholder, weNLBDIT ~~contemplate~~2010 ~~that~~Services, atLLC ~~least~~(“NLBDIT ~~one~~Services”), a related party, whereby NLBDIT Services sold and we repurchased 5,000,000 shares of ~~the~~Common ~~third~~Stock, ~~parties~~for ~~who~~an ~~may~~aggregate ~~introduce business~~purchase ~~combinations~~price of $20,000, which sum was paid to NLBDIT Services by us ~~may~~from bethe ~~Sunrise~~proceeds received from the sale of the Common Stock pursuant to the Purchase Agreement. ~~There~~Accordingly, ~~are~~we ~~currently~~had no5,000,000 ~~agreements~~shares orof ~~preliminary~~our ~~agreements~~common orstock ~~understandings~~that ~~between us~~were issued and ~~Sunrise~~outstanding for the entirety of the year ended December 31, 2015.

Employees

As of February 7, 2017 we did not have any employees. Mikhail Y. Gurfinkel serves as our Chief Executive Officer, Chief Financial Officer, Secretary and our sole director and receives no compensation for his services. Mr. Gurfinkel is the President, Chief Operating Officer and a Manager of our Parent.

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~~The time~~How ~~and costs required~~ to ~~select~~Obtain ~~and~~Our ~~evaluate~~SEC a target business and to structure and complete a business combination cannot presently be ascertained with any degree of certainty. The amount of time it takes to complete a business combination, the location of the target company and the size and complexity of the business of the target company are all factors that determine the costs associated with completing a business combination transaction. The time and costs required to complete a business combination transaction can be ascertained once a business combination target has been identified. Any costs incurred with respect to evaluation of a prospective business combination that is not ultimately completed will result in a loss to us. Filings

~~Competition~~We file annual, quarterly, and special reports, proxy statements, and other information with the SEC. Reports, proxy statements and other information filed with the SEC can be inspected and copied at the public reference facilities of the SEC at 100 F Street N.E., Washington, DC 20549. Such material may also be accessed electronically by means of the SEC's website at www.sec.gov.

~~In identifying,~~ITEM ~~evaluating and selecting a target business, we may encounter intense competition from other entities having a business objective similar to ours~~1A. ~~There~~RISK are numerous “public shell” companies either actively or passively seeking operating businesses with which to merge in addition to a large number of “blank check” companies formed and capitalized specifically to acquire operating businesses. Additionally, we are subject to competition from other companies looking to expand their operations through the acquisition of a target business. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively limited when contrasted with those of many of these competitors. Our ability to compete in acquiring certain sizable target businesses is limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of a target business. FACTORS

~~Any of~~We ~~these~~are ~~factors may place us at~~ a ~~competitive~~smaller ~~disadvantage~~reporting incompany ~~successfully negotiating a business combination. Our management believes, however, that our status~~ as adefined ~~public~~by ~~entity~~Rule ~~and~~12b-2 ~~potential~~of ~~access to~~ the ~~United~~Exchange ~~States~~Act ~~public~~and ~~equity~~are ~~markets~~not ~~may~~required ~~give us a competitive advantage over privately-held entities with a business objective similar~~ to ~~ours~~provide tothe ~~acquire~~information aunder ~~target~~this ~~business on favorable terms~~item.

~~If we~~ITEM ~~succeed in effecting a business combination, there will be, in all likelihood, intense competition from competitors of the target business~~1B. ~~Many~~UNRESOLVED ofSTAFF our target business’ competitors are likely to be significantly larger and have far greater financial and other resources than we will. Some of these competitors may be divisions or subsidiaries of large, diversified companies that have access to financial resources of their respective parent companies. Our target business may not be able to compete effectively with these companies or maintain them as customers while competing with them on other projects. In addition, it is likely that our target business will face significant competition from smaller companies that have specialized capabilities in similar areas. We cannot accurately predict how our target business’ competitive position may be affected by changing economic conditions, customer requirements or technical developments. We cannot assure you that, subsequent to a business combination, we will have the resources to compete effectively.COMMENTS

~~Form of Acquisition~~None.

~~The manner~~ITEM in which the Company participates in an opportunity will depend upon the nature of the opportunity, the respective needs and desires of the Company and the promoters of the opportunity, and the relative negotiating strength of the Company and such promoters2. PROPERTIES

~~It is~~We ~~likely~~currently ~~that~~do ~~the~~not ~~Company~~lease ~~will acquire its participation in a business opportunity through the issuance of common stock~~ or ~~other securities~~own ofany ~~the Company~~properties. ~~Although~~We ~~the~~utilize ~~terms~~office ofspace ~~any~~at ~~such transaction cannot be predicted, it should be noted that in certain circumstances~~ the ~~criteria~~headquarters ~~for determining whether or not an acquisition is a so-called "tax free" reorganization under Section 368(a)(1)~~ of ~~the~~our ~~Internal~~Parent, ~~Revenue~~which ~~Code~~also offunctions ~~1986,~~ as ~~amended~~our ~~(the "Code") depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity~~headquarters. IfOur aaddress ~~transaction~~is ~~were~~1999 ~~structured to take advantage of these provisions rather than other "tax free" provisions provided under the Code~~Broadway, ~~all~~Suite ~~prior stockholders would in such circumstances retain 20% or less of the total issued and outstanding shares of the surviving entity. Under other circumstances~~3700, ~~depending~~ ~~upon the relative negotiating strength of the parties~~Denver, ~~prior~~CO ~~stockholders may retain substantially less than 20% of the total issued and outstanding shares of the surviving entity~~80202. ~~This could result in substantial additional dilution to the equity of those who were stockholders of the Company prior to such reorganization.~~

ITEM 3. LEGAL PROCEEDINGS

~~The stockholders~~We ofare ~~the Company will likely~~ not ~~have control of~~ a ~~majority~~party ofto ~~the~~any ~~voting~~material ~~securities~~legal ofproceedings ~~the~~nor ~~Company~~is ~~following~~our aproperty ~~reorganization transaction.~~the Assubject ~~part~~ of ~~such a transaction, all or a majority of the Company's directors may resign and one or more new directors may be appointed without~~ any ~~vote~~material bylegal ~~stockholders~~proceedings.

~~In the~~ITEM ~~case of an acquisition, the transaction may be accomplished upon the sole determination of management without any vote or approval by stockholders~~4. InMINE ~~the~~SAFETY case of a statutory merger or consolidation directly involving the Company, it will likely be necessary to call a stockholders' meeting and obtain the approval of the holders of a majority of the outstanding securities. The necessity to obtain such stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting stockholders. Most likely, management will seek to structure any such transaction so as not to require stockholder approval.DISCLOSURES

The Company intends to search for a target for a business combination by contacting various sources including, but not limited to, our affiliates, lenders, investment banking firms, private equity funds, consultants and attorneys. The approximate number of persons or entities that will be contacted is unknown and dependent on whether any opportunities are presented by the sources that we contact. Due to our stockholder’s affiliation with Sunrise, we expect that Sunrise will assist the Company in identifying a business combination target for us. We currently do not have any agreements or preliminary agreements or understandings between us and Sunrise.

It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. The costs that will be incurred are difficult to determine at this time as the costs are expected to be tied to the amount of time it takes to identify and complete a business combination transaction as well as the specific factors related to the business combination target that is chosen, including such factors as the location, size and complexity of the business of the target company. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation might not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Registrant of the related costs incurred. The Company has not established a timeline with respect to the identification of a business combination target. We expect that the Company’s management will use its contacts and business relationships within Sunrise to identify a business combination target for the Company.

We presently have no employees apart from our management. Our officer and director is engaged in outside business activities and is employed on a full-time basis by certain unaffiliated companies. Our officer and director will be dividing his time amongst these entities and anticipates that he will devote very limited time to our business until the acquisition of a successful business opportunity has been identified. The specific amount of time that management will devote to the Company may vary from week to week or even day to day, and therefore the specific amount of time that management will devote to the Company on a weekly basis cannot be ascertained with any level of certainty. In all cases, management intends to spend as much time as is necessary to exercise its fiduciary duties as officer and director of the Company and believes that it will be able to devote the time required to consummate a business combination transaction as necessary.

We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.

Emerging Growth Company

The Company is an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of section 404(b) of the Sarbanes-Oxley Act, and exemptions from the requirements of Sections 14A(a) and (b) of the Securities Exchange Act of 1934 to hold a nonbinding advisory vote of shareholders on executive compensation and any golden parachute payments not previously approved.

The Company has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

We will remain an “emerging growth company” until the earliest of (1) the last day of the fiscal year during which our revenues exceed $1 billion, (2) the date on which we issue more than $1 billion in non-convertible debt in a three year period, (3) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common equity securities pursuant to an effective registration statement filed pursuant to the Securities Act of 1933, as amended, or (4) when the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter.

To the extent that we continue to qualify as a “smaller reporting company”, as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an emerging growth company may continue to be available to us as a smaller reporting company, including: (1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only two years of audited financial statements, instead of three years.

Item 1A. Risk Factors.

As a “smaller reporting company,” the Company is not required to provide this information.

Item 1B. Unresolved Staff Comments.

As a “smaller reporting company,” the Company is not required to provide this information.

Item 2. Properties.

The Company neither rents nor owns any properties. The Company utilizes the office space and equipment of its management at no charge. The Company currently has no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.

Item 3. Legal Proceedings.

There are presently no pending legal proceedings to which the Company, any of its subsidiaries, any executive officer, any owner of record or beneficially of more than five percent of any class of voting securities is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

Item 4. Mine Safety Disclosures.

Not applicable.

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PART II

~~Item~~ ITEM 5. ~~Market~~MARKET ~~for~~FOR ~~Registrant~~REGISTRANT’sS ~~Common~~COMMON ~~Equity~~EQUITY, ~~Related~~AND ~~Stockholder~~RELATED ~~Matters~~STOCKHOLDER ~~and~~MATTERS AND Issuer Purchases of Equity ~~Securities.~~SecuritieS

Common Stock

Our Certificate of Incorporation authorizes the issuance of up to 100,000,000 shares of common stock, par value $0.0001 per share (~~the~~ “Common Stock”). ~~The~~Our Common Stock is not listed on aan exchange and there is no publicly-traded market. As of ~~the~~February ~~date of~~7, ~~this filing~~2017, ~~there~~the ~~was~~sole ~~one (1)~~ holder of record of ~~the~~our Common Stock is our Parent.

Preferred Stock

Our Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares of preferred stock, par value $.0001 per share with designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors of the Company (the “Preferred Stock”). The Company has not yet issued any of its preferred stock.

Dividend Policy

~~The Company~~Since ~~has~~inception, we have not declared or paid any cash dividends on ~~its~~our common stock and ~~does~~do not intend to ~~declare~~do orso ~~pay any cash dividend~~ in the foreseeable future. The payment of dividends, if any, is within the discretion of ~~the~~our ~~Board~~sole ofDirector ~~Directors~~ and will depend on ~~the~~our ~~Company’s~~ earnings, if any, ~~its~~our capital requirements and financial condition and such other factors as ~~the~~our ~~Board of~~sole ~~Directors~~Director may consider.

~~Securities Authorized~~ITEM ~~for~~6. ~~Issuance~~SELECTED ~~under~~FINANCIAL ~~Equity Compensation Plans~~DATA

~~The Company~~We ~~does~~are ~~not~~a ~~have~~smaller ~~any~~reporting ~~equity~~company ~~compensation~~as ~~plans~~defined orby ~~any~~Rule ~~individual~~12b-2 ~~compensation arrangements with respect to its common stock or preferred stock. The issuance~~ of ~~any of our common or preferred stock is within~~ the ~~discretion~~Exchange ofAct ~~our~~and ~~Board~~are ofnot ~~Directors,~~required ~~which has the power~~ to ~~issue~~provide ~~any~~the orinformation ~~all~~under ofthis ~~our authorized but unissued shares without stockholder approval~~item.

~~Recent Sales~~ITEM of7. ~~Unregistered~~MANAGEMENT’S ~~Securities~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~None~~On August 26, 2015, pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) with Badlands NGLs, LLC (“Badlands” or the “Parent”), an operating company that is engaged in the development of a polymer manufacturing plant in the U.S., we sold 5,000,000 newly issued shares of our common stock (“Common Stock”) to Badlands in exchange for total cash consideration in the amount of $49,319, resulting in Badlands owning all of the issued and outstanding Common Stock. Simultaneously with the execution of the Purchase Agreement, we entered into and consummated a Repurchase Agreement (the “Repurchase Agreement”), with our sole stockholder, NLBDIT 2010 Services, LLC (“NLBDIT Services”), 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, 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. As part of the transactions contemplated by the Purchase Agreement and the Repurchase Agreement, we caused the purchase price paid to us under the Purchase Agreement plus additional cash on hand to be distributed as follows: (a) $20,000 to NLBDIT Services for payment of the purchase price under the Repurchase Agreement; (b) $11,032 for payment of accounts payable outstanding as of August 26, 2015; and (c) $17,464 to NLBDIT Enterprises, LLC (“NLBDIT Enterprises”), a related party, as partial payment on a note payable, dated June 3, 2011, between the Company and NLBDIT Enterprises (the “NLBDIT Enterprises Note”).

~~Issuer Purchases~~Also as part of ~~Equity~~the ~~Securities~~transactions contemplated by the Purchase Agreement and the Repurchase Agreement, the debts of the Company were discharged by their respective payees as follows: (a) the balance of principal and interest of $74,558 related to the NLBDIT Enterprises Note, after the payment of $17,464 noted above, and any other past obligations or claims of any kind or nature whatsoever among us and NLBDIT Enterprises; and (b) loans in the amount of $47,735 advanced to us by Sunrise Financial Group Inc. (“SFG”), a related party (the “SFG Loans”), and any other past obligations or claims of any kind or nature whatsoever among us and SFG. For the nine months ended December 31, 2015, as a result of the Purchase Agreement and the Repurchase Agreement being among related parties, we recognized an equity contribution and credited additional paid-in capital in the amount of $122,293 for the extinguishment of the principal and accrued interest of the NLBDIT Services Note and the balance of the non-interest bearing SFG Loans.

~~None.~~Results of Operations – Comparison of our Statements of Operations for the Years Ended December 31, 2016 and 2015

~~Item 6~~Our financial statements are presented on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States (“U. ~~Selected~~S. ~~Financial~~GAAP”). ~~Data~~Effective as of December 31, 2015, we elected to change our fiscal year end from March 31 to December 31. Accordingly, our Annual Report on Form 10-K filed on July 14, 2015, included audited financial statements for the year ended March 31, 2015, and our Transition Report on Form 10-KT filed on February 8, 2016, included audited financial statements for the nine months ended December 31, 2015. The presentation of operating results in this 2016 Annual Report on Form 10-K, includes the entire year ended December 31, 2016, along with the comparable period for 2015 that is comprised of (i) unaudited results for the three months ended March 31, 2015, and (ii) the audited results for the nine months ended December 31, 2015, as previously filed in the aforementioned Transition Report on Form 10-KT.

~~As a “smaller reporting company”, the Company is not required to provide this information.~~4

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~~Item 7~~Since inception, we have had no business operations and have generated no revenue. ~~Management’s~~ ~~Discussion~~For 2015 and ~~Analysis~~2016, our operating losses were primarily comprised of ~~Financial~~general ~~Condition~~and administrative expenses for auditing, tax, legal, accounting and ~~Results~~other ofprofessional ~~Operation~~fees associated with our Exchange Act filings.

~~The Company~~General ~~was organized as a vehicle to investigate~~ and, ifAdministrative ~~such~~Expenses. ~~investigation~~The ~~warrants,~~table ~~acquire~~below apresents ~~target company or business seeking~~ the ~~perceived~~components ~~advantages~~ of ~~being~~our ageneral ~~publicly~~and ~~held~~administrative ~~corporation.~~expenses ~~Our principal business objective~~ for the ~~next~~years 12ended ~~months~~December ~~and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate~~31, ~~short-term earnings.~~2015 ~~The Company will not restrict our potential candidate target companies to any specific business, industry or geographical location~~ and, ~~thus, may acquire any type of business.~~2016:

					Change

	2015		2016		Amount			Percentage

Public company expenses:
Audit and tax services	$	15,525	$	30,063	$	14,538			94%
Legal fees		21,979		10,250		(11,729	)		-53%
Accounting fees:
Related party		7,544		-		(7,544	)		-100%
Other		-		6,275		6,275			n/a
Conversion and filing costs		7,426		5,920		(1,506	)		-20%
Parent services expense allocation		-		2,500		2,500			n/a
Administrative costs		1,271		593		(678	)		-53%
Total general and administrative expenses	$	53,745	$	55,601	$	1,856			3%

General and administrative expense increased by $1,856, or 3%, for the year ended December 31, 2016 compared to the year ended December 31, 2015. The increase in general and administrative expenses was driven by (i) an increase in audit and tax fees of $14,538 that was primarily attributable to auditing services incurred in the first quarter of 2016 that were associated with the Purchase Agreement and the Repurchase Agreement and included in our audited financial statements for the nine months ended December 31, 2015, and (ii) a Parent services expense allocation of $2,500 which commenced in the fourth quarter of 2016 to reflect the estimated cost of services provided by our Parent. Due to this recent change in allocation, we expect that our expenses will increase in 2017.

These increases in general and administrative expenses total $17,038 and were partially offset by decreases in legal fees of $11,729, conversion and filing costs of $1,506, and accounting fees of $1,269. A significant portion of legal fees incurred in 2015 of $21,979 were attributable to SEC reporting considerations associated with the Purchase Agreement and Repurchase Agreement entered into in August 2015. For the year ended December 31, 2016, legal fees of $10,250 were solely associated with routine legal services for consultation on Quarterly Reports on Form 10-Q and our Annual Report on Form 10-KT. Accounting fees include services to draft our quarterly and annual reports that are required to be filed with the SEC. These services were provided by an affiliate of the Company’s Former Parent through August 2015, which resulted in total fees of $7,544 for the year ended December 31, 2015. For the period from September 2015 through May 2016, comparable services were provided by employees of Badlands at no charge to us. Beginning in June 2016, we used consultants to provide these services, which resulted in accounting fee expense of $6,275 for the year ended December 31, 2016. Due to our recent change to use consultants, we expect that our expenses for accounting fees will increase in 2017.

Conversion and filing costs represent services provided to convert our SEC filing documents to the format required in the SEC’s EDGAR database and coding financial information in XBRL. Conversion and filing cost decreased by $1,506 for the year ended December 31, 2016, primarily due to our change in service providers during the fourth quarter of 2015.

Interest Expense. Interest expense amounted to $2,836 for the year ended December 31, 2015, as compared to no interest expense incurred in 2016 as we did not have any debt outstanding for the entire year. Interest expense incurred in 2015 was based on weighted average borrowings of $72,500 payable to an affiliate of our founder at the stated interest rate of 6.0% per annum.

Immediately prior to execution of the Purchase Agreement and the Repurchase Agreement on August 26, 2015, we were indebted for an aggregate of $139,757 consisting of (i) the principal amount of the interest-bearing loan from an affiliate of our founder of $84,796, (ii) accrued interest of $7,226, and (iii) interest-free borrowings $47,735 from another affiliate of our founder. Upon execution of the Purchase Agreement and the Repurchase Agreement on August 26, 2015, we agreed to make a lump sum cash payment of $17,464 in full and final settlement of this indebtedness which resulted in treatment of the amount forgiven of $122,293 as a contribution to capital.

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Liquidity and Capital Resources

As of December 31, 2016, we had a stockholder’s deficit of $80,042 and a working capital deficit of $13,714, and cash and equivalents of $1,947. 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, 2015 and 2016, contains an explanatory paragraph expressing substantial doubt as to our ability to continue as a going concern.

In January 2017, our Parent agreed that it will not demand repayment during 2017 of outstanding advances for $66,328 as of December 31, 2016. Accordingly, we have classified this liability as a long-term liability in our balance sheet as of December 31, 2016. In January 2017, our Parent provided additional funding of $14,000 to enable us to pay certain outstanding accounts payable and accrued expenses. 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 the year ended December 31, 2016, net cash used in operating activities was $38,940 compared to $56,134 for the year ended December 31, 2015, an improvement of $17,194. The 2016 improvement in cash used in operating activities was primarily attributable to (i) an increase in accounts payable of $14,161 in 2016 due to the timing of payments to service providers, and (ii) a non-cash allocation of $2,500 for Parent services expense for the fourth quarter of 2016.

Cash Flows from Investing Activities

For the years ended December 31, 2015 and 2016, we did not generate or expend any cash from investing activities.

Cash Flows from Financing Activities

For the year ended December 31, 2016, our sole source of financing cash flows was $37,849 of cash advances from our Parent to fund our operating activities.

For the year ended December 31, 2015, we generated $55,834 of cash from our financing activities. The sources of cash from financing activities totaled $93,298, which consisted of (i) advances received from Badlands in the amount of $25,979, (ii) proceeds from the NLBDIT Enterprises Note in the amount of $18,000, and (iii) proceeds from the sale of Common Stock in the amount of $49,319 as part of the Purchase Agreement. These sources which totaled $93,298 were partially offset by aggregate cash outflows $37,464, which consisted of (i) $17,464 for the partial repayment of the NLBDIT Enterprises Note under the Purchase Agreement, and (ii) the repurchase of shares from NLBDIT Services in the amount of $20,000 under the Repurchase Agreement.

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 January 2017, our Parent agreed that it will not demand repayment during 2017 of outstanding advances for $66,328 as of December 31, 2016. Assuming the continuation of our current shell company status, we estimate cash commitments for 2017 to fund legal, accounting and other general and administrative expenses associated with our periodic SEC filings to be in the range of $50,000 to $60,000. 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 to continue to fund our operating expenses. Subsequent to December 31, 2016, our Parent made an additional $14,000 of loan advances to us. If funding ceased to be 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.

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~~The Company~~Critical ~~currently~~Accounting ~~does not engage in any business activities that provide cash flow. During the next twelve months we anticipate incurring costs related to:~~Policies

~~(i) filing~~We ~~Exchange~~prepare ~~Act~~our ~~reports,~~financial ~~and~~statements in accordance with US GAAP. Our significant accounting policies are disclosed in Note 1 to our financial statements included in Item 8 of this report.

~~(ii) investigating, analyzing~~Recently ~~and~~Issued ~~consummating~~Accounting ~~an acquisition.~~Standards

~~We believe~~Please werefer ~~will be able~~ to ~~meet~~the ~~these~~section ~~costs~~entitled Recent ~~through~~Accounting ~~use~~Pronouncements under Note of1 ~~funds~~– ~~in our treasury~~Organization, ~~through~~Operations ~~deferral of fees by certain service providers~~ and ~~additional~~Significant ~~amounts,~~Accounting asPolicies in ~~necessary,~~the Notes to bethe ~~loaned~~Financial toStatements orincluded ~~invested~~ in usItem by8 ~~our stockholders, management or other investors. As~~ of ~~the date of the period covered by~~ this report, ~~the~~for ~~Company has $2,907 in cash. There are no assurances that the Company will be able to secure any~~ additional ~~funding~~information ason ~~needed.~~recently ~~Currently,~~issued ~~however~~accounting ~~our~~standards ~~ability to continue as a going concern is dependent upon our ability to generate future profitable operations~~ and~~/or~~ ~~to obtain the necessary financing to meet~~ our ~~obligations~~plans ~~and repay~~for ~~our~~adoption liabilities arising from normal business operations when they come due. Our ability to continue as a going concern is also dependent on our ability to find a suitable target company and enter into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances, however there is no assurance of ~~additional~~those ~~funding being available~~standards.

~~The Company~~Off-Balance ~~may~~Sheet consider acquiring a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market for its shares while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering. Arrangements

~~Since~~As ~~our Registration Statement on Form 10 became effective, our management has had contact and discussions with representatives~~ of ~~other~~December entities regarding a business combination with us. While the Company is not a party to any definitive agreements, on May 29, 2014, the Company’s sole shareholder entered into an agreement to sell 100% of the Company’s issued and outstanding Common Stock (the “Shares”) to a third party (the “Sale”), in exchange for an amount that is equal to the sum of the total amount of all expenses, incurred or to be incurred by the Company beginning January 1, 2014 until the closing of the Sale. Nathan Low, a principal of our sole stockholder, owns a 27.06% interest of the third party through a related entity. Subsequent to the period covered by this report, the parties agreed to amend the terms of the Sale so that the Shares will be sold for an aggregate amount to be determined by the parties plus all costs and expenses incurred by the Company since January 1, 2015 in connection with the filing of the Form 10-K for the fiscal year ended March 31, 2015. The terms and conditions of the Sale will be subject to a definitive agreement so the transaction remains subject to change. The closing of the transaction by our sole shareholder will result in a change in control of the Company. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth2016, ~~including entities without established records of sales or earnings. In that event,~~ we ~~will~~had be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no ~~assurance that~~off-balance wesheet ~~will~~arrangements ~~properly ascertain~~ or ~~assess all significant risks~~obligations. Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another

~~The Company~~ITEM ~~anticipates that the selection of a business combination will be complex and extremely risky~~7A. ~~Through~~QUANTITATIVE ~~information~~AND ~~received from~~QUALITATIVE ~~industry~~DISCLOSURES ~~professionals~~ABOUT ~~and~~MARKET publications such as the Reverse Merger Report, our management believes that there are numerous firms seeking the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.RISK

We do not hold any derivative instruments and do not engage in any hedging activities.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial Statements

As a smaller reporting company, financial statements meeting the requirements of Article 8 of Regulation S-X are included below:

	Page

Report of Independent Registered Public Accounting Firm	8

Balance Sheets as of December 31, 2015 and 2016	9

Statements of Operations for the Three Months Ended March 31, 2015 (Unaudited), the Nine Months ended December 31, 2015, and the Year Ended December 31, 2016	10

Statements of Stockholder’s Deficit for the Three Months Ended March 31, 2015 (Unaudited), the Nine Months ended December 31, 2015, and the Year Ended December 31, 2016	11

Statements of Cash Flows for the Three Months Ended March 31, 2015 (Unaudited), the Nine Months ended December 31, 2015, and the Year Ended December 31, 2016	12

Notes to Financial Statements	13

Supplementary Data

Not applicable.

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~~Liquidity and~~REPORT ~~Capital~~OF ~~Resources~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~As of~~To ~~March 31, 2015,~~ the ~~Company~~Sole ~~had~~Director assets equal to $2,907 comprised exclusively of cash. This compares with assets equal to $2,672 as of March 31, 2014, comprised exclusively of cash. As of March 31, 2015, the Company had total current liabilities equal to $132,023, comprised of accounts payable and accrued expenses, and a loan and note payable each to a related party. This compares to the Company’s total current liabilities of $90,594 as of March 31, 2014, comprised of accounts payable and accrued expenses, and a loan and note payable each to a related party. The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.Stockholder

~~The following~~Iron isSands ~~a summary of the Company's cash flows provided by (used in) operating, investing, and financing activities:~~Corp.

	Fiscal Year Ended March 31, 2015			Fiscal Year Ended March 31, 2014
Net Cash (Used in) Operating Activities	$	(35,915	)	$	(38,042	)
Net Cash (Used in) Investing Activities	$	-		$	-
Net Cash Provided by Financing Activities	$	36,150		$	33,621
Net Increase (Decrease) in Cash and Cash Equivalents	$	235		$	(4,421	)

Denver, Colorado

~~The Company~~We ~~has~~have ~~nominal~~audited ~~assets~~the ~~and~~accompanying ~~has~~balance ~~generated~~sheets noof ~~revenues~~Iron ~~since~~Sands ~~inception~~Corp. ~~The~~(a ~~Company~~wholly-owned issubsidiary ~~also~~of ~~dependent~~Badlands ~~upon~~NGLs, ~~the~~LLC) ~~receipt~~as of ~~capital investment~~December or31, ~~other~~2015 ~~financing~~and to2016, ~~fund its ongoing operations~~ and tothe ~~execute~~related ~~its~~statements ~~business plan~~ of ~~seeking~~operations, achanges ~~combination~~in ~~with~~stockholder’s ~~a private~~deficit, ~~operating~~and ~~company.~~cash Inflows ~~addition,~~for the ~~Company~~nine ismonths ~~dependent~~ended ~~upon~~December ~~certain~~31, ~~related~~2015 ~~parties~~and tothe ~~provide~~year ~~continued~~ended ~~funding~~December ~~and capital~~31, ~~resources~~2016. IfThese ~~continued~~financial ~~funding~~statements ~~and capital resources~~ are ~~unavailable~~the atresponsibility ~~reasonable~~of ~~terms,~~ the Company’s ~~may~~management. ~~not~~Our beresponsibility ~~able~~ is to ~~implement~~express ~~its~~an ~~plan~~opinion ofon ~~operations~~these financial statements based on our audits.

~~Emerging Growth~~We conducted our audits in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~We are~~In anour ~~“emerging~~opinion, ~~growth company” under~~ the ~~federal~~financial ~~securities~~statements ~~laws~~referred ~~and will be subject~~ to ~~reduced~~above ~~public~~present ~~company reporting requirements. In addition~~fairly, ~~Section~~in ~~107~~all ofmaterial respects, the ~~JOBS~~financial ~~Act~~position ~~also~~of ~~provides~~Iron ~~that~~Sands anCorp. ~~“emerging~~as ~~growth company” can take advantage~~ of ~~the~~December ~~extended~~31, ~~transition~~2015 ~~period~~and ~~provided~~2016, inand ~~Section~~the ~~7(a)(2)(B)~~results of ~~the~~its ~~Securities~~operations ~~Act~~and ~~for~~its ~~complying~~cash ~~with~~flows ~~new~~for orthe ~~revised~~nine ~~accounting standards.~~months Inended ~~other~~December ~~words~~31, an2015 ~~“emerging~~and ~~growth company” can delay~~ the ~~adoption~~year ofended ~~certain~~December ~~accounting~~31, ~~standards~~2016, ~~until those~~in ~~standards~~conformity ~~would~~with ~~otherwise~~accounting ~~apply~~principles togenerally ~~private~~accepted ~~companies.~~in Wethe ~~are~~United ~~choosing~~States ~~to take advantage~~ of ~~the extended transition period for complying with new or revised accounting standards~~America.

~~Results~~ The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of ~~Operations~~this uncertainty.

The Company has not conducted any active operations since inception, except for its efforts to locate suitable acquisition candidates. No revenue has been generated by the Company from January 18, 2011 (Inception) to March 31, 2015. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance. It is management'/s/ ~~assertion~~Hein ~~that~~& ~~these~~Associates circumstances may hinder the Company's ability to continue as a going concern. The Company’s plan of operation for the next twelve months shall be to continue its efforts to locate suitable acquisition candidates. LLP

~~For the fiscal year ended March 31~~Denver, 2015, the Company had a net loss of $41,194, consisting of legal, accounting, audit, and other professional service fees incurred in relation to the preparation and filing of the Company’s periodic reports.Colorado

February 7, 2017

Table of Contents

~~For the~~IRON ~~fiscal year ended March 31~~SANDS, ~~2014,~~INC. ~~the~~(A ~~Company~~Wholly-Owned ~~had~~Subsidiary ~~a net loss~~ of ~~$36~~Badlands NGLs,~~163,~~ ~~consisting~~LLC) ofBALANCE ~~legal,~~SHEETS ~~accounting,~~December ~~audit~~31, ~~and~~2015 ~~other professional service fees incurred in relation to the preparation~~ and ~~filing of the Company’s periodic reports.~~2016

Off-Balance Sheet Arrangements

	2015			2016
ASSETS

Current asset, cash and equivalents	$	3,038		$	1,947

Total assets	$	3,038		$	1,947


LIABILITIES AND STOCKHOLDER'S DEFICIT

Current liabilities:
Accounts payable and accrued expenses	$	1,500		$	15,661
Current portion of payable to Parent		25,979			-

Total current liabilities		27,479			15,661

Payable to Parent		-			66,328

Total liabilities		27,479			81,989

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; 5,000,000 shares issued and outstanding		500			500
Additional paid-in capital		176,112			176,112
Accumulated deficit		(201,053	)		(256,654	)

Total stockholder’s deficit		(24,441	)		(80,042	)

Total liabilities and stockholder's deficit	$	3,038		$	1,947

The ~~Company~~ ~~does~~accompanying ~~not~~notes ~~have any off-balance sheet arrangements that have or~~ are ~~reasonably~~an ~~likely~~integral topart ~~have~~of athese ~~current or future effect on the Company’s~~ financial ~~condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors~~statements.

Contractual Obligations

As a “smaller reporting company”, the Company is not required to provide this information.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company”, the Company is not required to provide this information.

Item 8. Financial Statements and Supplementary Data.

Audited financial statements begin on the following page of this report.

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IRON SANDS, INC.

(A Wholly-Owned Subsidiary of Badlands NGLs, LLC)

STATEMENTS OF OPERATIONS

	Year Ended December 31, 2015
	Three Months			Nine Months						Year
	Ended			Ended						Ended
	March 31,			December 31,						December 31,
	2015			2015			Total			2016
	(Unaudited)						(Unaudited)

Revenue	$	-		$	-		$	-		$	-

General and administrative expenses:
Public company expenses:
Audit and tax services		3,000			12,525			15,525			30,063
Legal fees		1,500			20,479			21,979			10,250
Accounting fees:
Related party		2,500			5,044			7,544			-
Other		-			-			-			6,275
Conversion and filing costs		911			6,515			7,426			5,920
Parent services expense allocation		-			-			-			2,500
Administrative costs		689			582			1,271			593

Total general and administrative expenses		8,600			45,145			53,745			55,601

Operating loss		(8,600	)		(45,145	)		(53,745	)		(55,601	)

Interest expense- related party		(1,044	)		(1,792	)		(2,836	)		-

Net loss	$	(9,644	)	$	(46,937	)	$	(56,581	)	$	(55,601	)


Net loss per share (basic and diluted)	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(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 these financial statements.

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IRON SANDS CORP.

(A ~~FINANCIAL~~Wholly-Owned ~~STATEMENTS~~Subsidiary of Badlands NGLs, LLC)

~~March 31,~~STATEMENTS ~~2015~~OF CHANGES IN STOCKHOLDER’S DEFICIT

~~INDEX TO~~FOR ~~FINANCIAL~~THE ~~STATEMENTS~~THREE MONTHS ENDED MARCH 31, 2015, THE NINE MONTHS

		Page (s)
Report of Independent Registered Public Accounting Firm		F-2
Financial Statements:
Balance Sheets as of March 31, 2015 and 2014		F-3
Statements of Operations for the Years Ended March 31, 2015 and 2014		F-4
Statements of Changes in Stockholder’s Deficiency for the Years ended March 31, 2015 and 2014		F-5
Statements of Cash Flows for the Years Ended March 31, 2015 and 2014		F-6
Notes to Financial Statements		F-7 - F-11

ENDED DECEMBER 31, 2015, AND THE YEAR ENDED DECEMBER 31, 2016

F-1

													Additional
	Common Stock						Treasury Stock						Paid-in		Accumulated
	Shares			Amount			Shares			Amount			Capital		Deficit			Total

Balances, December 31, 2014 (unaudited)		5,000,000		$	500			-		$	-		$	24,500	$	(144,472	)	$	(119,472	)

Net loss (unaudited)		-			-			-			-			-		(9,644	)		(9,644	)

Balances, March 31, 2015		5,000,000			500			-			-			24,500		(154,116	)		(129,116	)

Change of control transactions with Former Parent:
Acquisition of treasury stock		(5,000,000	)		(500	)		5,000,000			(19,500	)		-		-			(20,000	)
Contribution to capital for cancellation of debt		-			-			-			-			122,293		-			122,293
Issuance of treasury stock to Parent		5,000,000			500			(5,000,000	)		19,500			29,319		-			49,319
Net loss		-			-			-			-			-		(46,937	)		(46,937	)

Balances, December 31, 2015		5,000,000			500			-			-			176,112		(201,053	)		(24,441	)

Net loss		-			-			-			-			-		(55,601	)		(55,601	)

Balances, December 31, 2016		5,000,000		$	500			-		$	-		$	176,112	$	(256,654	)	$	(80,042	)

~~REPORT OF~~The ~~INDEPENDENT~~accompanying ~~REGISTERED~~notes ~~PUBLIC~~are ~~ACCOUNTING~~an ~~FIRM~~integral part of these financial statements.

~~To the Board of Directors and Stockholder of~~11

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~~Iron Sands~~IRON ~~Corp~~SANDS CORP. (A Wholly-Owned Subsidiary of Badlands NGLs, LLC) STATEMENTS OF CASH FLOWS

Great Neck, NY

	Year Ended December 31, 2015
	Three Months			Nine Months						Year
	Ended			Ended						Ended
	March 31,			December 31,						December 31,
	2015			2015			Total			2016
	(Unaudited)						(Unaudited)

Cash flows from operating activities:
Net loss	$	(9,644	)	$	(46,937	)	$	(56,581	)	$	(55,601	)
Parent services expense allocation		-			-			-			2,500
Adjustments to reconcile net loss to net cash used in operating activities:
Increase (decrease) in accounts payable and accrued expenses		2,171			(4,560	)		(2,389	)		14,161
Increase in accrued interest payable to affiliate of Former Parent		1,042			1,794			2,836			-

Net cash used in operating activities		(6,431	)		(49,703	)		(56,134	)		(38,940	)

Cash flows from investing activities		-			-			-			-

Cash flows from financing activities:
Cash advances from Parent		-			25,979			25,979			37,849
Proceeds from note payable from affiliate of Former Parent		6,000			12,000			18,000			-
Principal payments under note payable to affiliate of Former Parent		-			(17,464	)		(17,464	)		-
Acquisition of 5,000,000 shares of common stock from Former Parent		-			(20,000	)		(20,000	)		-
Proceeds from sale of 5,000,000 shares of common stock to Parent		-			49,319			49,319			-

Net cash provided by financing activities		6,000			49,834			55,834			37,849

Net increase (decrease) in cash		(431	)		131			(300	)		(1,091	)

Cash and equivalents, beginning of period		3,338			2,907			3,338			3,038

Cash and equivalents, end of period	$	2,907		$	3,038		$	3,038		$	1,947

Supplemental disclosures of cash flow information:
Cash payment for income taxes	$	-		$	-		$	-		$	-

Cash payments for interest	$	-		$	-		$	-		$	-

Non-cash investing and financing activities:

Contribution to capital for cancellation of debt by Former Parent	$	-		$	122,293		$	122,293		$	-

~~We have~~The ~~audited the~~ accompanying ~~balance~~notes ~~sheets~~are ofan ~~Iron~~integral ~~Sands~~part ~~Corp. (the “Company”) as~~ of ~~March~~ 31, 2015 and 2014 and the related statements of operations, changes in stockholder’s deficiency, and cash flows for each of the years in the two-year period ended March 31, 2015. The Company’s management is responsible for these financial statements. ~~Our responsibility is to express an opinion on these financial statements based on our audits.~~

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.12

Table of Contents

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Iron Sands Corp. as of March 31, 2015 and 2014, and the results of its operations and its cash flows for each of the years in the two-year period ended March 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has negative working capital and has incurred net losses since inception. This raises substantial doubt about the Company's ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 3. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Raich Ende Malter & Co. LLP Raich Ende Malter & Co. LLP New York, New York

July 14, 2015

F-2

IRON SANDS CORP. BALANCE SHEETS

	March 31, 2015			March 31, 2014
ASSETS
CURRENT ASSETS:
Cash	$	2,907		$	2,672
Total Current Assets		2,907			2,672
TOTAL ASSETS	$	2,907		$	2,672
LIABILITIES AND STOCKHOLDER'S DEFICIENCY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	11,492		$	6,213
Loan payable - related party		47,735			47,735
Note payable - related party		72,796			36,646
Total Current Liabilities		132,023			90,594
COMMITMENTS AND CONTINGENCIES		-			-
STOCKHOLDER'S DEFICIENCY:
Preferred stock, $.0001 par value; 10,000,000 shares authorized;
none issued and outstanding		-			-
Common stock, $.0001 par value; 100,000,000 shares authorized;
5,000,000 shares subscribed		500			500
Additional paid-in capital		24,500			24,500
Accumulated deficit		(154,116	)		(112,922	)
Total Stockholder's Deficiency		(129,116	)		(87,922	)
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIENCY	$	2,907		$	2,672

See accompanying notes to the financial statements.

F-3

IRON SANDS CORP. STATEMENTS OF OPERATIONS

	For The Year Ended			For The Year Ended
	March 31, 2015			March 31, 2014
REVENUES	$	-		$	-
GENERAL AND ADMINISTRATIVE EXPENSES		37,936			34,486
OTHER EXPENSE:
INTEREST EXPENSE		3,258			1,677
(LOSS) BEFORE BENEFIT FROM INCOME TAXES		(41,194	)		(36,163	)
BENEFIT FROM INCOME TAXES		-			-
NET (LOSS)	$	(41,194	)	$	(36,163	)
BASIC AND DILUTED LOSS PER SHARE	$	-		$	-
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED		5,000,000			5,000,000

See accompanying notes to the financial statements.

F-4

IRON SANDS CORP. STATEMENTS OF CHANGES IN STOCKHOLDER'S DEFICIENCY FOR THE YEARS ENDED MARCH 31, 2015 AND MARCH 31, 2014

									Additional								Total
	Preferred Stock				Common Stock				Paid-in		Subscription			Accumulated			Stockholder's
	Shares		Amount		Shares		Amount		Capital		Receivable			Deficit			Deficiency
Balance at April 1, 2013		-	$	-		5,000,000	$	500	$	24,500	$	(25,000	)	$	(76,759	)	$	(76,759	)
Common stock subscription proceeds		-		-		-		-		-		25,000			-			25,000
Net (loss)		-		-		-		-		-		-			(36,163	)		(36,163	)
Balance at March 31, 2014		-		-		5,000,000		500		24,500		-			(112,922	)		(87,922	)
Net (loss)		-		-		-		-		-		-			(41,194	)		(41,194	)
Balance at March 31, 2015		-	$	-		5,000,000	$	500	$	24,500	$	-		$	(154,116	)	$	(129,116	)

See accompanying notes to the financial statements.

F-5

IRON SANDS CORP. STATEMENTS OF CASH FLOWS

	For The Year Ended			For The Year Ended
	March 31, 2015			March 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
NET LOSS	$	(41,194	)	$	(36,163	)
ADJUSTMENT TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES:
Increase (decrease) in accounts payable and accrued expenses		5,279			(1,879	)
NET CASH USED IN OPERATING ACTIVITIES		(35,915	)		(38,042	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of loans payable - related parties		-			(6,525	)
Proceeds from note payable - related party		36,150			15,146
Proceeds from the issuance of common stock		-			25,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		36,150			33,621
NET INCREASE (DECREASE) IN CASH		235			(4,421	)
CASH, BEGINNING OF PERIOD		2,672			7,093
CASH, END OF PERIOD	$	2,907		$	2,672

See accompanying notes to the financial statements.

F-6

IRON SANDS CORP.

(A Wholly-Owned Subsidiary of Badlands NGLs, LLC)

NOTES TO FINANCIAL STATEMENTS

~~Note~~ 1. -ORGANIZATION, ~~Organization~~OPERATIONS ~~and~~AND ~~Business~~SIGNFICANT ACCOUNTING POLICIES

~~Business~~Organization ~~Activity~~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. See further discussion of the acquisition by Badlands in Note 3 below.

~~The~~Basis ~~Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages~~ of being a publicly traded corporation. The Company’s principal business objective over the next twelve months and beyond will be to achieve long-term growth potential through a combination with a business rather than immediate short-term earnings. The Company will not restrict its potential target companies to any specific business, industry or geographical location. The analysis of business opportunities will be undertaken by, or under the supervision of, the officers and directors of the Company.Presentation

~~Note~~The 2accompanying financial statements are presented on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Effective as of December 31, 2015, the Company elected to change its fiscal year end from March 31 to December 31. Accordingly, the Company’s Annual Report on Form 10-K ~~Summary~~filed on July 14, 2015, included audited financial statements for the year ended March 31, 2015, and the Company’s Transition Report on Form 10-KT filed on February 8, 2016, included audited financial statements for the nine months ended December 31, 2015. The presentation of ~~Significant~~operating ~~Accounting~~results ~~Policies~~in this 2016 Annual Report on Form 10-K, includes the entire year ended December 31, 2016, along with the comparable period for 2015 that is comprised of (i) unaudited results for the three months ended March 31, 2015, and (ii) the audited results for the nine months ended December 31, 2015, as previously filed in the aforementioned Transition Report on Form 10-KT.

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 ~~accounting~~U.S. ~~principles~~GAAP ~~generally accepted in the United States~~ 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 ~~dates~~date of the ~~balance~~financial ~~sheets~~statements and the reported amounts of revenues and expenses during the reporting ~~periods~~period. On an ongoing basis, the Company evaluates its estimates and assumptions. Actual financial results ~~could~~may differ from ~~those~~these estimates under different assumptions or conditions.

~~F-7~~Cash and Equivalents

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

Earnings (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. The Company has no potentially dilutive instruments outstanding for any of the periods presented. Accordingly, basic and diluted shares outstanding are the same for all periods presented.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is required to the extent that it is more likely than not that a deferred tax asset will not be realized.

Table of Contents

IRON SANDS CORP.

(A Wholly-Owned Subsidiary of Badlands NGLs, LLC)

NOTES TO FINANCIAL STATEMENTS

~~Note~~U.S. 2GAAP -prescribes ~~Summary~~a recognition threshold and a measurement attribute for the financial statement recognition and measurement of ~~Significant~~income ~~Accounting~~tax ~~Policies~~positions ~~(cont’d~~taken or expected to be taken in an income tax return.) For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

~~Cash~~The ~~Equivalents~~Company’s policy is to classify penalties and interest expense related to income tax liabilities as an income tax expense. No interest or penalties related to income tax liabilities have been recognized in the statements of operations since inception. See further discussion and disclosures in Note 4, “Income Taxes.”

~~The~~Comprehensive ~~Company~~Income ~~considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. There are no cash equivalents at the balance sheet dates.~~(Loss)

~~Income~~Comprehensive ~~Taxes~~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 GAAP are reported as separate components of stockholder’s deficit instead of net income (loss).

~~The~~Recently ~~Company~~Issued ~~utilizes~~Accounting the accrual method of accounting for income taxes. Under the accrual method, deferred tax assets and liabilities are determined based on the differences between the financial reporting basis and the tax basis of the assets and liabilities and are measured using enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized.Pronouncements

The ~~Company~~following ~~recognizes~~recently ~~the~~issued ~~financial statement~~accounting ~~benefit~~standards ofwere anadopted ~~uncertain~~effective ~~tax~~December ~~position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely than-not” threshold~~31, ~~the~~2016; ~~amount recognized in~~ the ~~financial statements~~impact isof ~~the~~adoption ~~benefit~~did ~~expected to be realized upon settlement with the tax authority. For tax positions~~ not ~~meeting~~have ~~the~~a ~~threshold, no~~material ~~financial~~impact ~~statement~~on ~~benefit is recognized. The Company recognizes interest and penalties, if any, related to uncertain tax positions in income tax expense. As of March 31, 2015,~~ the Company’s ~~has~~financial ~~no accrued interest or penalties related to uncertain tax positions.~~statements:

~~Loss~~In ~~Per~~August ~~Common~~2014, ~~Share~~the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” that requires management to evaluate whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the financial statements are issued on both an interim and annual basis. Management is required to provide certain footnote disclosures if it concludes that substantial doubt exists or when its plans alleviate substantial doubt about the Company’s ability to continue as a going concern.

~~Basic~~In ~~loss~~August ~~per~~2016, ~~share~~the isFASB ~~calculated using~~issued ASU ~~the weighted~~No. 2016-~~average~~15, ~~number~~Statement of ~~common~~Cash ~~shares~~Flows: ~~outstanding~~Classification ~~during~~of ~~each~~Certain ~~reporting~~Cash ~~period.~~Receipts ~~Diluted~~and ~~loss~~Cash ~~per~~Payments. ~~share~~ASU ~~includes~~2016-15 ~~potentially dilutive~~is ~~securities~~intended ~~such~~to assimplify ~~outstanding options~~ and ~~warrants,~~clarify ~~using~~how ~~various~~certain ~~methods~~transactions ~~such~~are asclassified ~~the treasury stock or modified treasury stock method~~ in the ~~determination~~statement of ~~dilutive~~cash ~~shares~~flows, ~~outstanding~~and ~~during~~to ~~each~~reduce ~~reporting~~diversity ~~period.~~in ~~The~~practice ~~Company~~for ~~does~~such ~~not~~transactions. These ~~have~~transactions ~~any~~are ~~common shares~~not ~~outstanding~~currently orapplicable ~~potentially~~to ~~dilutive instruments for~~ the ~~periods~~Company’s ~~presented~~business.

~~Emerging~~In ~~Growth~~November ~~Company~~2015, the FASB issued ASU No. 2015-17, Income Taxes: Balance Sheet Classification of Deferred Taxes. ASU 2015-17 requires that deferred tax assets and liabilities be classified as noncurrent on the balance sheet rather than being separated into current and noncurrent.

The ~~Company~~ isfollowing anrecently ~~“emerging growth~~issued ~~company”~~accounting ~~and has~~standard ~~elected~~is tonot ~~use~~yet effective; the ~~extended~~Company ~~transition~~is ~~period~~currently ~~for~~assessing ~~complying~~the ~~with~~impact ~~new~~this orstandard ~~revised~~will ~~accounting standards~~have ~~under~~on ~~Section~~its ~~102(b)(1)~~financial ofstatements, ~~the~~as ~~JOBS~~well ~~Act.~~as ~~This election allows~~ the ~~Company~~method toof ~~delay the~~ adoption ~~of new or revised accounting standards that have different effective dates for public~~ and ~~private~~period ~~companies~~in ~~until~~which ~~those~~adoption ~~standards~~is ~~apply~~expected to ~~private companies.~~occur:

FIn January 2016, the FASB issued ASU 2016-801, 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.

2.	GOING CONCERN

As of December 31, 2016, the Company had a stockholder’s deficit of $80,042, a working capital deficit of $13,714, and cash and equivalents of $1,947. 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. The accompanying financial statements have been prepared in conformity with U.S. 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.

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IRON SANDS CORP.

(A Wholly-Owned Subsidiary of Badlands NGLs, LLC)

NOTES TO FINANCIAL STATEMENTS

~~Note~~In 2January 2017, the Company’s Parent agreed that it will not demand repayment during 2017 of an outstanding payable for $66,328 as of December 31, 2016. Accordingly, this liability has been classified as a long-term ~~Summary~~liability as of ~~Significant~~December ~~Accounting~~31, ~~Policies~~2016. ~~(cont’d~~In January 2017, the Parent provided additional funding of $14,000 to enable the Company to pay certain outstanding accounts payable and accrued expenses.) 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.

~~Recent~~3. ~~Accounting~~RELATED ~~Pronouncements~~PARTY TRANSACTIONS

InEquity ~~June~~and ~~2014~~Debt. On August 26, 2015, the ~~Financial~~Company ~~Accounting Standards~~entered ~~Board~~into ~~issued~~a ~~Accounting~~series ~~Standards~~of ~~Update~~transactions Nothat resulted in a change of control. ~~2014-10~~The tochange ~~eliminate~~of ~~certain~~control ~~financial~~was ~~reporting~~effected ~~requirements.~~through Inthe ~~accordance with~~simultaneous ~~that~~(i) ~~pronouncement~~issuance weof ~~have~~5,000,000 ~~elected~~shares of common stock to ~~adopt~~Badlands in exchange for total cash consideration of $49,319, (ii) the ~~elimination~~repurchase and cancellation of ~~certain~~5,000,000 ~~financial~~shares ~~reporting~~of ~~requirements~~common ~~including~~stock owned by NLBDIT Services 2010 LLC (the ~~presentation~~ previous sole stockholder of ~~inception-~~the Company, referred to~~-date~~ ~~information~~herein inas the ~~statements~~“Former Parent”) for cash consideration of ~~operations~~$20,000, ~~cash~~(iii) ~~flows~~the payment of outstanding debt payable to an affiliate of the Former Parent for $17,464, and ~~changes~~(iv) incancellation ~~stockholder's~~of ~~deficiency~~the ~~and~~remaining ~~labeling~~ debt payable to affiliates of the ~~financial~~Former ~~statements~~Parent asfor ~~those~~an aggregate of $122,293. The table below presents a ~~development~~summary ~~stage~~of ~~entity.~~outstanding debt payable to affiliates of the Former Parent immediately before the change of control, along with the portion of debt that was cancelled:

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

	Interest			Accrued				Cash			Capital
Entity	Rate	Principal		Interest		Total		Paid			Contribution

NLBDIT Enterprises, LLC	6.00%	$	84,796	$	7,226	$	92,022	$	(17,464	)	$	74,558
Sunrise Financial Group Inc.	None		47,735		-		47,735		-			47,735

Total		$	132,531	$	7,226	$	139,757	$	(17,464	)	$	122,293

~~Note~~The 3owner -of ~~Going~~the ~~Concern~~Former Parent also controls NLBDIT Enterprises and SPG, and is a former officer and director of the Company. Furthermore, an affiliate of the Former Parent owned approximately 27% of the outstanding equity of Badlands during 2015 and approximately 18% during 2016. Due to the existence of common control, the cancellation of debt for $122,293 was treated as a contribution to capital rather than a gain from extinguishment of debt.

~~The~~Accounting ~~accompanying~~and ~~financial~~Tax ~~statements have~~Services. ~~been~~An ~~prepared~~affiliate ~~assuming~~of ~~the~~a ~~Company~~former ~~will~~chief ~~continue~~executive asofficer aand ~~going~~sole ~~concern,~~director ~~which~~of ~~contemplates~~ the ~~recoverability~~Company ofprovided ~~assets~~certain accounting and ~~the satisfaction~~tax ofservices ~~liabilities~~to in the ~~normal course of business. The~~ Company ~~has~~through ~~incurred~~August ~~losses from inception of approximately $154~~26,~~000, and~~ ~~has~~2015. ~~negative~~For ~~working~~the ~~capital~~three ofmonths ~~approximately~~ended ~~$129,000 at~~ March 31, 2015, ~~which~~and ~~among other factors, raises substantial doubt about~~ the ~~Company’s~~nine ~~ability~~months toended ~~continue~~December as31, a2015, ~~going concern. The ability of~~ the Company toincurred ~~continue~~costs asfor aaccounting ~~going~~services ~~concern~~provided ~~is dependent~~by ~~upon~~this ~~management’s~~entity ~~plan~~for ~~to find a suitable acquisition or merger candidate~~$2,500 ~~raise~~(unaudited) ~~additional~~and ~~capital from the sales of stock~~$5,044, ~~and receive additional loans from related parties~~respectively. ~~The accompanying financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern.~~

~~Note~~Executive 4Officers, -Personnel ~~Income~~and ~~Taxes~~Office Space. Effective August 26, 2015, the Company’s sole executive officer appointed by the Former Parent was replaced by a new sole executive officer appointed by Badlands. The Company’s sole executive officer that was appointed by Badlands also serves as the President and Chief Operating Officer of Badlands. Neither sole executive officer received compensation for services rendered in their capacity as an executive officer of the Company. Similarly, through September 30, 2016, the Former Parent and 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 $2,500 and a corresponding increase in the Payable to Parent.

AsFunding from Parent. For the nine months ended December 31, 2015, the Parent made cash advances to the Company for an aggregate of ~~March~~$25,979 which is reflected as Payable to Parent in the accompanying balance sheet as of December 31, 2015. For the year ended December 31, 2016, the Parent made additional cash advances to the Company ~~has~~ ~~net~~for ~~operating~~an ~~loss~~aggregate ~~carryforwards~~of $37,849 for cumulative cash advances by the Parent for $63,828. This amount, plus the cost of ~~approximately~~services provided by the Parent of $~~154~~2,~~000~~500 during the fourth quarter of 2016, resulted in an aggregate Payable to ~~reduce~~Parent ~~future~~of ~~federal~~$66,328 as of December 31, 2016. The Payable to Parent is unsecured and ~~state~~non-interest ~~taxable~~bearing. ~~income~~In ~~through~~January ~~2035~~2017, the Parent agreed that it will not demand repayment during 2017 which resulted in classification of the Payable to Parent as a long-term liability as of December 31, 2016.

The Company currently has no federal or state tax examinations in progress nor has it had any federal or state examinations since its inception. All of the Company’s tax years are subject to federal and state tax examination.15

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F-9

IRON SANDS CORP.

(A Wholly-Owned Subsidiary of Badlands NGLs, LLC)

NOTES TO FINANCIAL STATEMENTS

~~Note~~ 4. -INCOME ~~Income Taxes (cont’d.)~~TAXES

~~The~~Due ~~benefit~~to ~~from~~the ~~income~~100% ~~taxes~~ownership ~~consists~~ change on August 26, 2015, as discussed in Note 3, net operating loss carryforwards incurred before that date are not available to the Company. Accordingly, the Company has net operating loss carryforwards of approximately $76,000 in each of the ~~following:~~U.S. Federal and Colorado jurisdictions as of December 31, 2016. These net operating loss carryforwards are available to offset any taxable income in those jurisdictions in future periods. These net operating loss carryforwards expire in varying amounts during the fiscal years ending December 31, 2035 and 2036.

	For The Year Ended March 31, 2015			For The Year Ended March 31, 2014
Current Expense:
Federal and State	$	-		$	-
Deferred tax benefit:
Federal and State		14,000			12,000
Valuation allowance		(14,000	)		(12,000	)
Total	$	-		$	-

As of December 31, 2015 and 2016, the Company’s only temporary differences consist of U.S. Federal and Colorado net operating loss carryforwards discussed above. Presented below are the related deferred income tax assets associated with the net operating loss carryforwards as of December 31, 2015 and 2016, respectively:

The income tax benefit differs from the amount computed by applying the federal statutory income tax rate to the loss before income taxes due to the following:

	2015			2016

U.S. Federal net operating loss carryforward	$	8,000		$	26,000
Colorado state net operating loss carryforward	-				2,000
Valuation allowance for net operating loss carryforwards		(8,000	)		(28,000	)
Net deferred tax asset	$	-		$	-

	For The Year Ended March 31, 2015			For The Year Ended March 31, 2014
Statutory federal income tax rate		(34	)%		(34	)%
Valuation allowance		34	%		34	%
Effective income tax rate		0	%		0	%

The Company has established a deferred tax valuation allowance equal to 100% of its total deferred income tax assets for the net operating loss carryforwards since management believes it is more likely than not that the deferred income tax assets will not be realized. In recording this allowance, the Company considered a number of factors, but chiefly, its sustained operating losses since inception.

~~Note~~The 5income -tax ~~Common~~benefit ~~Stock~~computed using the U.S. federal income tax rate of 34% differs from the amount recorded in the financial statements due to the following:

The Company is authorized to issue one hundred million (100,000,000) shares of $.0001 par value common stock, of which five million (5,000,000) shares have been issued.

	Year Ended December 31, 2015
	Three Months			Nine Months						Year
	Ended			Ended						Ended
	March 31,			December 31,						December 31,
	2015			2015			Total			2016
	(Unaudited)						(Unaudited)

Income tax benefit computed at Federal statutory rate	$	3,000		$	16,000		$	19,000		$	18,000
Gain on cancellation of debt		-			(46,000	)		(46,000	)		-
Debt discharge attribute reduction		-			(20,000	)		(20,000	)		-
State income taxes, net of Federal benefit		-			1,000			1,000			2,000
Change in tax rate		-			5,000			5,000			-
Change in valuation allowance		(3,000	)		44,000			41,000			(20,000	)

Income tax benefit in financial statements	$	-		$	-		$	-		$	-

~~Note~~As 6of -December ~~Preferred~~31, ~~Stock~~2015 and 2016, the Company had no liability for unrecognized tax benefits and no accrual for the payment of related interest, and the Company did not record any amounts for interest expense related to unrecognized tax benefits or tax related penalties. The Company had no unrecognized tax benefits or uncertain tax positions as of December 31, 2015 and 2016. Income tax returns filed after 2013 remain open to examination by the Internal Revenue Service and state taxing authorities.

The Company is authorized to issue ten million (10,000,000) shares of $.0001 par value preferred stock with designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors of the Company.16

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F-10

IRON SANDS CORP.

(A Wholly-Owned Subsidiary of Badlands NGLs, LLC)

NOTES TO FINANCIAL STATEMENTS

~~Note~~5. 7FAIR -VALUE ~~Related Party Transactions~~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 ~~utilizes~~would utilize valuation techniques that maximize the ~~office~~use ~~space~~ of observable inputs and ~~equipment~~minimize the use of ~~its~~unobservable ~~management~~inputs. Based aton nothe ~~cost~~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:

OnLevel ~~May~~1 ~~26,~~- ~~2011,~~Quoted ~~NLBDIT~~prices ~~2010 Services, LLC (“NLBDIT Services”), a company controlled by the former President, subscribed~~ for ~~five~~identical ~~million~~assets ~~(5,000,000)~~and ~~shares of~~liabilities ~~common~~traded ~~stock~~in ~~for~~active ~~$25,000.~~exchange ~~As of March 31~~markets, ~~2014,~~such ~~the~~as ~~Company received payment of $25,000 for~~ the ~~common~~New ~~stock~~York ~~subscription~~Stock Exchange.

~~During~~Level ~~the~~2 ~~year~~- ~~ended~~Observable ~~March 31,~~inputs ~~2012~~other than Level 1 including quoted prices for similar assets or liabilities, ~~the~~quoted ~~Company~~prices ~~received~~in aless $6active markets,~~525~~ ~~loan~~or ~~from~~other ~~Putnam~~observable ~~Hills~~inputs ~~Corp~~that can be corroborated by observable market data., Level 2 also includes derivative contracts whose ~~sole~~value ~~stockholder~~is ~~was~~determined ~~NLBDIT~~using ~~Services.~~a Aspricing ofmodel ~~March 31,~~with ~~2014,~~observable ~~the~~market ~~loan~~inputs ~~was~~or ~~repaid~~can be derived principally from or corroborated by observable market data.

~~Loan~~Level ~~payable~~3 –- ~~related party~~Unobservable ~~consists~~inputs ofsupported ~~amounts~~by ~~advanced~~little toor ~~the~~no ~~Company~~market byactivity ~~Sunrise~~for ~~Financial~~financial ~~Group~~instruments ~~Inc.~~whose ~~(“SFG”)~~value ~~the~~is ~~President~~determined ofusing ~~SFG~~pricing ~~was the~~models, ~~Company’s~~discounted ~~former~~cash ~~President.~~flow Asmethodologies, ofor ~~March~~similar 31techniques, ~~2015,~~as well as instruments for which the ~~balance~~determination ~~$47,735~~of isfair ~~unsecured,~~value ~~non-interest~~requires ~~bearing~~significant ~~and~~management ~~has~~judgment noor ~~stipulated repayment~~estimation; ~~terms~~also includes observable inputs for nonbinding single dealer quotes not corroborated by observable market data.

OnWhile ~~June 3, 2011,~~ the Company’s ~~issued~~objective ais ~~Promissory Note payable (the “Note”)~~ to ~~NLBDIT~~select ~~2010~~valuation ~~Enterprises,~~methods ~~LLC,~~that aare ~~company~~appropriate ~~controlled by the former President of the Company. The Note bears interest at 6%~~ and isconsistent ~~payable upon completion of a business combination~~ with ~~a private company in a reverse merger or~~ other ~~transaction~~market ~~after~~participants, ~~which~~ the ~~Company~~use ~~would~~of ~~cease~~different tomethodologies beor aassumptions ~~shell~~to ~~company.~~determine ~~At March 31, 2015,~~ the ~~outstanding~~fair ~~balance~~value of ~~$72,796~~certain isfinancial ~~reported~~instruments ascould ~~note~~result ~~payable~~in -a ~~related~~different ~~party.~~estimate ~~At March 31, 2015 and 2014, $5,432 and $2,174 respectively,~~ of ~~accrued~~fair ~~interest~~value ~~related~~at ~~to this loan is reported as accounts payable and accrued expenses. Subsequent to March 31, 2015,~~ the ~~Company~~reporting ~~received an additional $12,000~~date.

OnThe ~~May~~carrying ~~29,~~amount ~~2014, pursuant~~of tocash ~~the~~and ~~terms~~equivalents and ~~conditions~~accounts ofpayable aand ~~Securities~~accrued ~~Purchase~~expenses ~~Agreement,~~approximate ~~NLBDIT~~fair ~~2010~~value ~~Services,~~because ~~LLC agreed to sell 5,000,000 shares~~ of the ~~Company’s~~short-term ~~common~~nature ~~stock, representing 100%~~ of ~~the~~those ~~issued~~instruments. ~~and~~The ~~outstanding~~carrying ~~common~~value ~~stock~~ of the ~~Company~~Payable to ~~a third~~Parent ~~party~~discussed ~~for~~in anNote ~~amount~~3 ~~equal~~amounted to ~~the~~$25,979 ~~sum~~as of ~~the~~December ~~total~~31, ~~amount~~2015 ofand ~~all expenses~~$66,328 ~~incurred~~as orof toDecember ~~be incurred by the Company~~31, ~~beginning~~ ~~January~~2016. 1,These ~~2014~~payables ~~through~~are ~~the~~unsecured ~~date of closing~~ and annon-interest ~~additional~~bearing, ~~amount to be negotiated by the Company’s sole shareholder~~ and the ~~third~~Parent ~~party.~~has ~~The~~agreed ~~closing~~not ofto ~~the~~demand ~~transaction~~repayment isduring ~~conditioned~~2017. ~~upon~~Due ~~several~~to ~~factors, including~~ the ~~delivery of~~unique arelationship ~~resignation letter executed by Samir Masri, the current President~~ of the ~~Company~~Parent ~~where Mr. Masri shall resign~~ as the sole ~~officer~~owner ~~and director~~ of the Company., Ait ~~principal~~is ofnot ~~our~~reasonably ~~sole~~practicable ~~stockholder holds an interest in the third party through a related entity. Subsequent~~ to ~~the~~determine ~~period covered by this report,~~ the ~~parties~~fair ~~agreed~~value ~~to amend the terms~~ of the ~~sale~~Payable ~~so that the shares will be sold for an amount~~ to beParent. ~~determined~~As ~~plus~~of ~~all~~December ~~costs and expenses incurred by the Company since January 1~~31, 2015 inand ~~connection~~2016, ~~with~~ the ~~filing~~valuation of ~~the~~cash ~~Form~~is ~~10-K~~based ~~for~~on ~~the~~Level ~~fiscal~~1 ~~year~~inputs, ~~ended~~and ~~March~~the ~~31,~~valuation ~~2015.~~of ~~The~~accounts ~~terms~~payable and ~~conditions~~accrued ~~of the~~expenses ~~sale~~and ~~will~~Advances bePayable ~~subject~~ to aParent ~~definitive~~is ~~agreement~~based soon ~~the~~Level ~~transaction~~3 ~~remains subject to change~~inputs.

~~During~~6. ~~each~~SUBSEQUENT ~~of the years ended March 31, 2015 and 2014, the Company incurred costs of $10,000, for accounting services provided by an entity owned by the President of the Company.~~EVENTS

~~F-11~~In January 2017, the Parent provided additional funding of $14,000 to enable the Company to pay certain outstanding accounts payable and accrued expenses.

~~Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.~~17

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~~There are~~ITEM ~~not~~9. CHANGES ~~and~~IN ~~have~~AND ~~not~~DISAGREEMENTS ~~been~~WITH ~~any~~ACCOUNTANTS ~~disagreements~~ON ~~between~~ACCOUNTING ~~the~~AND ~~Company~~FINANCIAL ~~and its accountants on any matter of accounting principles, practices or financial statement disclosure.~~DISCLOSURE

~~Item 9A~~None. ~~Controls and Procedures.~~

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

~~The Company’s~~We ~~management~~are is responsible for establishing and maintaining ~~a system of~~ disclosure controls and procedures ~~(as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act)~~ that isare designed to ensure that information required to be disclosed by ~~the Company~~ in ~~the~~our ~~reports that the Company files or submits under the~~ Exchange Act reports is recorded, processed, summarized and reported, within the time periods specified in the ~~Commission~~SEC’s rules and forms~~. Disclosure~~, ~~controls~~ and ~~procedures include,~~that ~~without~~such ~~limitation,~~information ~~controls~~is accumulated and ~~procedures~~communicated ~~designed~~to our management to ~~ensure~~allow ~~that~~timely ~~information~~decisions regarding required todisclosure. beOur ~~disclosed~~sole bymember anof ~~issuer in~~management, ~~the~~serving ~~reports~~as ~~that~~Chief itExecutive ~~files~~Officer orand ~~submits~~Chief ~~under~~Financial ~~the~~Officer, ~~Exchange~~evaluated ~~Act~~the iseffectiveness ~~accumulated~~of ~~and~~our ~~communicated~~disclosure tocontrols ~~the~~and ~~issuer’s~~procedures ~~management, including~~(as ~~its~~defined ~~principal~~in ~~executive~~Rule ~~officer~~13a-15(e) orunder ~~officers~~the ~~and~~Exchange ~~principal~~Act) ~~financial~~as ~~officer~~of orDecember ~~officers~~31, or2016, ~~persons~~and ~~performing~~concluded ~~similar functions,~~that asour ~~appropriate~~disclosure tocontrols ~~allow~~and ~~timely~~procedures ~~decisions~~were ~~regarding~~effective ~~required~~as ~~disclosure~~of that date.

~~In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of the Company~~Management’s management, including the Company’s President, Principal Financial Officer and Secretary, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this Annual Report~~. Based~~ on ~~that~~Internal ~~evaluation,~~Control ~~the~~over ~~Company’s management including the President, Principal~~ Financial ~~Officer~~Reporting and Secretary, concluded that the Company’s disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K, were effective in providing reasonable assurance that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms.

~~Evaluation~~ Our sole member of ~~Internal~~management, ~~Controls~~serving as Chief Executive Officer and ~~Procedures~~Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2016 using the criteria set forth in the Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, our sole member of management concluded that our internal control over financial reporting was effective as of December 31, 2016.

~~Our management~~Changes isin ~~also~~Internal ~~responsible~~Control ~~for establishing and maintaining adequate internal control~~ over ~~financial~~Financial ~~reporting.~~Reporting The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

~~Our~~ There was no change in our internal control over financial reporting ~~includes~~during ~~those~~our ~~policies~~most ~~and~~recent ~~procedures~~fiscal quarter that: materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

●ITEM Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; ● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and ● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on financial statements9B. OTHER INFORMATION

As of March 31, 2015, we carried out an evaluation of the effectiveness of our internal control over financial reporting based on the framework in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of March 31, 2015.

This annual report does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of the company's registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

Changes in Internal Controls over Financial Reporting

There have been no significant changes to the Company’s internal controls over financial reporting that occurred during our last fiscal quarter of the year ended March 31, 2015, that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting.

Item 9B. Other Information.

None.

1118

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PART III

~~Item~~ ITEM 10. ~~Directors~~ DIRECTORS, ~~Executive~~EXECUTIVE ~~Officers,~~OFFICERS ~~and~~AND ~~Corporate~~CORPORATE ~~Governance.~~GOVERNANCE

~~(a) Identification of~~Executive ~~Directors~~Officer and ~~Executive Officers.~~ Director

The following table sets forth ~~certain~~the ~~information~~names ~~regarding~~and ~~the~~ages ~~Company’s~~of ~~director~~each of our directors and executive ~~officer~~officers as of February 7, 2017:

Name	Age	~~Age~~Position	Date Appointed	~~Position~~
Samir N. Masri		70		Chief Executive Officer, Chief Financial Officer, President, Secretary and Director
Mikhail Y. Gurfinkel	43	Chief Executive Officer, Chief Financial Officer, Secretary and Sole Director	August 26, 2015

The ~~Company’s~~ ~~officers~~sole ~~and~~director ~~directors~~named ~~are~~above ~~elected~~serves ~~annually~~ for a one -year term or until ~~their~~our ~~respective~~next ~~successors~~annual ~~are~~meeting ~~duly elected~~of ~~and~~stockholders ~~qualified~~ or ~~until~~his ~~their~~ earlier resignation or removal. Information concerning our sole director and sole executive officer is set forth below:

~~Samir N~~Mikhail Y. ~~Masri, the~~Gurfinkel ~~Company’s~~ has served as our Chief Executive Officer, ~~President~~Chief Financial Officer, Secretary and sole director since ~~May~~August ~~26,~~2015. ~~2011~~Since 2013, is ~~the~~Mr. ~~founder~~Gurfinkel ~~and~~has served as President and a Manager of ~~Samir~~Badlands ~~Masri~~NGLs, ~~CPA~~LLC, ~~Firm~~our PParent.C. ~~since~~Prior ~~2006.~~to this, Mr. ~~Masri~~Gurfinkel ~~has~~served ~~also~~from ~~served~~2007 to 2013 as President and aGeneral ~~director~~Counsel, ~~of Putnam~~Americas ~~Hills~~Region, ~~Corp.~~of ~~and~~Basic ~~Trenton~~Element ~~Acquisition~~Company, ~~Corp.~~a ~~since~~Russian ~~May~~private ~~26,~~industrial ~~2011.~~conglomerate ~~Mr.~~focusing ~~Masri~~on ~~served~~energy, asmetals an& ~~executive~~mining, ~~officer~~manufacturing and aconstruction. ~~director~~From ~~of China~~1999 ~~Display~~to ~~Technologies~~2007, ~~Inc.~~he ~~(formerly~~was ~~Lincoln~~a ~~International~~corporate ~~Corp.),~~attorney aat ~~publicly~~the ~~reporting~~law firms of Clifford Chance LLP and ~~non-trading~~Hunton ~~shell~~& ~~company~~Williams LLP. Through August 2015, ~~from 2004~~Mr. ~~until~~Gurfinkel aheld ~~share~~director ~~exchange~~positions ~~with~~on anthe ~~operating~~boards ~~company~~of ~~was~~two ~~completed~~companies, inCabo ~~2007.~~Verde MrCapital Inc. ~~Masri~~(OTC: ~~received~~CAPV), a ~~B.A.~~company infocused ~~1967~~on ~~and~~real aestate ~~M.A.~~development in ~~1970 in~~the ~~Politics,~~Republic ~~Philosophy~~of Cape Verde, and ~~Economics~~Bitumen ~~from~~Capital St(TSXV: BTM.H), ~~Catherine’s~~a ~~College~~company inseeking ~~Oxford,~~to ~~England~~make private equity investments. Mr. ~~Masri~~Gurfinkel ishas a ~~fellow~~B.A. ofwith ~~the~~honors ~~Institute of Chartered Accountants~~ in ~~England~~philosophy and ~~Wales~~a ~~and~~Juris aDoctorate ~~CPA~~from ~~licensed~~the inUniversity ~~New~~of ~~York~~California, Berkeley. We believe that Mr. ~~Masri~~Gurfinkel’s ~~past~~current ~~experience~~and asprior senior executive ~~officer and~~experience, director ofexperience aand ~~shell~~securities ~~company~~filing ~~which~~experience ~~has~~give ~~completed~~him athe ~~business~~qualification ~~combination~~and ~~will~~skills ~~be beneficial~~ to ~~the~~serve ~~Company~~ as ita ~~seeks to carry out its business plan~~director.

Section 16(ba) ~~Significant Employees.~~ Beneficial Ownership Reporting Compliance

As Section 16(a) of the ~~date~~Securities ~~hereof~~Exchange Act of 1934 requires our officers, directors and holders of more than 10% of our common stock to file reports of ownership of our securities and changes in ownership with the ~~Company~~SEC. ~~has~~Based nosolely ~~significant~~on ~~employees~~a review of the Section 16(a) reports furnished to us during the year ended December 31, 2016, we believe that all filings required to be made during the year ended December 31, 2016 were timely made.

None.

(d) Involvement in Certain Legal Proceedings.

To the best of our knowledge, our sole officer and director has not, during the past ten years:

● been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); ● had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; ● been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; ● been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

	●	been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
	●	been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the Commission.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires the Company’s directors and officers, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company’s securities with the SEC on Forms 3, 4 and 5. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on the Company’s review of the copies of the forms received by it during the fiscal year ended March 31, 2015 and written representations that no other reports were required, the Company believes that no person who, at any time during such fiscal year, was a director, officer or beneficial owner of more than 10% of the Company’s common stock failed to comply with all Section 16(a) filing requirements during such fiscal years.

Code of Ethics

~~On July~~We ~~12,~~have ~~2012, the Company adopted~~ a ~~formal~~Code ~~code~~ of ~~ethics~~Ethics ~~statement~~applicable ~~for~~to ~~senior~~our officers and ~~directors~~director. (Among other things, the “Code of Ethics~~”) that~~ is ~~designated~~designed to deter wrongdoing and to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; to promote full, fair, accurate, timely, and understandable disclosures in periodic reports ~~that~~ ~~the~~required ~~Company~~to ~~files~~be orfiled ~~submits~~by us; and to ~~the~~promote ~~SEC~~compliance with applicable governmental laws, rules and ~~others~~regulations. AThe ~~form~~Code of Ethics provides for the prompt internal reporting of violations of the Code of Ethics isto ~~attached~~an ~~as Exhibit~~appropriate ~~14.1 to~~ person identified in the ~~Company’s~~Code ~~Form~~of ~~10-K~~Ethics ~~filed~~and oncontains ~~July~~provisions ~~17,~~regarding ~~2012~~accountability for adherence to the Code of Ethics.

~~Nominating Committee~~Board of Directors Committees

We Currently, we have a sole stockholder and a sole director, who is an executive officer of our sole stockholder. Accordingly, we do not ~~adopted~~have ~~any~~a ~~procedures~~nominating bycommittee, ~~which~~an ~~security~~audit ~~holders~~committee ~~may~~or ~~recommend~~compensation ~~nominees~~committee, toand the relevant functions of these committees are performed by our ~~Board~~sole director. Our sole director has determined that he is not an “audit committee financial expert” as defined in Item 407(d) of ~~Directors~~Regulation S-K promulgated by the Securities and Exchange Commission.

~~Audit and Compensation Committee~~19

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~~The Board~~ITEM ~~of Directors acts as the audit committee~~11. ~~The~~EXECUTIVE Company does not have a qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such an expert. The Company intends to continue to search for a qualified individual for hire.COMPENSATION

Samir N. Masri served as our sole executive officer and sole director for the period from January 1, 2015 through August 26, 2015. Mr. Masri did not receive compensation in any form for his services rendered as our sole executive officer and director during this period. See also Item 13, “Certain Relationships and Related Transactions, and Director Independence” for services provided to the Company by affiliates of Mr. Masri.

~~Item 11~~Mikhail Y. ~~Executive~~Gurfinkel ~~Compensation~~did not receive compensation in any form for his services rendered as our sole executive officer and director for the period from August 26, 2015 through December 31, 2016. During the years ended December 31, 2016 and 2015, we did not have any employees.

~~The following~~ITEM ~~table~~12. ~~sets~~SECURITY ~~forth~~OWNERSHIP ~~the~~OF ~~cash~~CERTAIN ~~and~~BENEFICIAL ~~other~~OWNERS ~~compensation~~AND ~~paid~~MANAGEMENT byAND ~~the~~RELATED ~~Company~~STOCKHOLDER ~~to its officers and directors for the fiscal years ended March 31, 2015 and 2014.~~MATTERS

Name and Position

Year

Salary

Bonus

Stock Awards

Option Awards

All other Compensation

Total

Samir N. Masri (1) Chief Executive Officer, President, Chief Financial Officer,

2015

None

Secretary and Director

2014

None

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of February 7, 2017 by (i) each person known to us to own beneficially more than five percent of our common stock, (ii) each of our named executive officers, (iii) our sole director and (iv) all executive officers and our sole director as a group. The address of each stockholder below is 1999 Broadway, Suite 3700, Denver, CO 80202.

(1) Samir N. Masri has served as Chief Executive Officer, President, Secretary and a director of the Company since May 26, 2011 and was appointed to serve as Chief Financial Officer on October 19, 2012.

Name of Beneficial Owner	Number of Shares Beneficially Owned	Percent of Outstanding Shares ⁽¹⁾
5% Stockholders:

Badlands NGLs, LLC	5,000,000 ⁽²⁾	100.0%
John Cure	5,000,000 ⁽³⁾	100.0%
William J. Gilliam	5,000,000 ⁽³⁾	100.0%
Shane Goettle	5,000,000 ⁽³⁾	100.0%
Glenn Golenberg	5,000,000 ⁽³⁾	100.0%
Steven E. Lebow	5,000,000 ⁽³⁾	100.0%
William Streeter	5,000,000 ⁽³⁾	100.0%
K. Thomas Vaughn	5,000,000 ⁽³⁾	100.0%

Directors and Named Executive Officers:
Mikhail Y. Gurfinkel	5,000,000 ⁽³⁾	100.0%
All directors and executive officers as a group (1 person)	5,000,000	100.0%

~~The following~~(1) ~~compensation~~Applicable ~~discussion~~percentage ~~addresses~~of ~~all~~ownership ~~compensation~~is ~~awarded~~based ~~to,~~on ~~earned by~~5,000,000 orshares ~~paid~~of tocommon ~~the~~stock ~~Company’s~~outstanding ~~officers~~on ~~and directors.~~February ~~The~~7, ~~Company’s officers and directors have not received any cash or other compensation since inception~~2017. HeBeneficial ~~will not~~ownership ~~receive~~is ~~any~~determined ~~compensation~~in ~~until~~accordance with the ~~consummation~~rules ofand anregulations ~~acquisition. No compensation~~ of ~~any~~the ~~nature~~SEC ~~has~~and ~~been~~means ~~paid~~that ~~for on account of services rendered by~~ the ~~director~~holder inhas ~~such~~voting ~~capacity.~~or ~~Our~~investment ~~officer~~power ~~and~~with ~~director~~respect ~~intends~~ to ~~devote~~the ~~very~~subject ~~limited time to our affairs~~securities.

~~It is~~(2) ~~possible~~Includes ~~that~~5, ~~after the Company successfully consummates a business combination with an unaffiliated entity~~000,000 ~~that~~shares ~~entity~~directly ~~may desire to employ or retain our management for the purposes of providing services to the surviving entity~~owned.

~~No retirement,~~(3) ~~pension,~~Individual ~~profit~~serves ~~sharing~~as a member of the Board of Managers of Badlands NGLs, ~~stock~~LLC ~~option~~and orhas ~~insurance~~shared ~~programs~~voting orand ~~other~~dispositive ~~similar~~power ~~programs~~over ~~have~~the ~~been~~shares ~~adopted~~held by ~~the~~such ~~Company for~~entity, ~~the~~and ~~benefit~~is therefore deemed a beneficial owner of ~~its~~such ~~employees~~shares.

~~Except as~~ITEM ~~otherwise~~13. ~~disclosed~~CERTAIN ~~herein,~~RELATIONSHIPS ~~there~~AND ~~are~~RELATED noTRANSACTIONS, ~~understandings~~AND orDIRECTOR ~~agreements regarding compensation our management will receive after a business combination.~~INDEPENDENCE

~~Compensation Committee~~Change of Control. On August 26, 2015, we entered into and ~~Insider~~consummated ~~Participation~~a Repurchase Agreement (the “Repurchase Agreement”), with our sole stockholder and a related party, NLBDIT 2010 Services, LLC (the “Former Parent”), whereby the Former Parent sold and we repurchased 5,000,000 shares of our $0.0001 par value common stock (“Common Stock”), which represented all of our issued and outstanding Common Stock, for an aggregate purchase price of $20,000. The President and controlling stockholder of the Former Parent is a former executive officer of the Company who also owned approximately 27% and 18% of the outstanding equity of Badlands as of December 31, 2015 and 2016, respectively. Simultaneously with the execution of Repurchase Agreement, we entered into a Purchase Agreement (the “Purchase Agreement”) with Badlands, whereby we sold 5,000,000 newly issued shares of our common stock to Badlands in exchange for total cash consideration in the amount of $49,319, resulting in a change of control with Badlands owning all of our issued and outstanding Common Stock.

The Company does not have a standing compensation committee or a committee performing similar functions, since the Board of Directors has determined not to compensate the officers and directors until such time that the Company completes a reverse merger or business combination.20

Table of Contents

~~Compensation Committee~~The ~~Report~~owner of the Former Parent serves in a similar capacity for NLBDIT Enterprises, LLC (“NLBDIT Enterprises”) and Sunrise Financial Group Inc. (“SFG”), which provided loans to us prior to 2015. For the period from January 1, 2015 through August 26, 2015, NLBDIT Enterprises advanced us cash of $18,000 pursuant to a loan that provides for interest at 6.0% per annum and is due on demand. As of August 26, 2015, we owed NLBDIT Enterprises $92,022, including $7,226 of accrued interest. As of January 1, 2015 and August 26, 2015, we also owed $47,735 to SFG pursuant to a non-interest bearing advance.

~~The Company~~As ~~does~~part ~~not~~of ~~have~~the atransactions ~~standing~~contemplated ~~compensation~~by ~~committee~~the orPurchase aAgreement ~~committee~~and ~~performing~~the ~~similar~~Repurchase ~~function~~Agreement, we made the following payments: (i) $20,000 to the Former Parent for payment of the purchase price under the Repurchase Agreement; and ~~therefore~~(ii) ~~does~~$17,464 ~~not~~to ~~have~~ NLBDIT Enterprises in full settlement of the aggregate loans payable of $139,757 to NLBDIT Enterprises and SFG. Due to the existence of common control, this transaction resulted in the cancellation of debt for $122,293 that was treated as a ~~compensation~~contribution ~~committee~~to ~~report~~capital rather than a gain from extinguishment of debt in the Company’s financial statements for the nine months ended December 31, 2015.

14Masri Accounting Services. For the period from January 1, 2015 through August 26, 2015, we engaged Samir Masri CPA Firm P.C. (the “Masri Firm”) to provide certain accounting services. For the year ended December 31, 2015, we paid the Masri Firm $7,544 for services rendered. Samir Masri is the founder of the Masri Firm and served as our sole executive officer and sole director for the period from January 1, 2015 through August 26, 2015. Mr. Masri did not receive any compensation for his service as an executive officer and director of our Company. There were no written agreements in connection with any of our arrangements with the Masri Firm for the year ended December 31, 2015. On August 26, 2015, in conjunction with the Purchase Agreement and the Repurchase Agreement, Mr. Masri resigned as our sole executive officer and sole director.

~~Item 12~~Badlands Services. ~~Security~~On ~~Ownership~~August of26, ~~Certain~~2015, ~~Beneficial~~Mikhail ~~Owners~~Y. Gurfinkel, Badland’s President and ~~Management~~COO, was appointed as our sole executive officer and ~~Related~~sole ~~Stockholder~~director. ~~Matters~~Neither Badlands nor Mr. Gurfinkel received any payments for services rendered for the years ended December 31, 2015 and 2016. For the period from August 26, 2015 through September 30, 2016, we used office space and equipment of Badlands free of charge. There were no written agreements in connection with any of our arrangements with Mr. Gurfinkel or Badlands through September 30, 2016. 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 $2,500 and a corresponding increase in the payable to Badlands.

~~(a) The following~~For ~~table~~the ~~sets~~period ~~forth~~from ~~certain~~August ~~information~~26, as2015 ofthrough ~~the~~May ~~date of this filing~~2016, ~~regarding~~Badlands ~~(i)~~provided ~~each~~accounting ~~person~~services ~~known~~that byincluded the ~~Company~~preparation ~~to be the beneficial owner~~ of ~~more~~our ~~than~~periodic 5%reports offiled with the ~~outstanding~~SEC. ~~shares~~Beginning ofin ~~Common~~June ~~Stock~~2016, ~~(ii)~~we ~~each~~engaged ~~director,~~consultants ~~nominee~~to ~~and~~provide ~~executive~~accounting ~~officer of~~services ~~the~~at ~~Company~~market ~~and (iii) all officers and directors as a group~~rates.

Name and Address	Amount and Nature of Beneficial Ownership			Percentage of Class
NLBDIT 2010 Services, LLC c/o Sunrise Securities Corp 600 Lexington Avenue, 23rd Floor New York, NY 10022		5,000,000			100	%
The Nathan Low 2008 Irrevocable Trust c/o Sunrise Securities Corp. 600 Lexington Avenue, 23rd Floor New York, NY 10022		5,000,000	(1)		100	%
Nathan A. Low c/o Sunrise Securities Corp. 600 Lexington Avenue, 23rd Floor New York, NY 10022		5,000,000	(2)		100	%
Directors and Executive Officers
Samir N. Masri (3)(4) 175 Great Neck Rd Suite 403 Great Neck, NY 11021		0			0	%
All Directors and Officers as a Group (1 individual)

For the period from August 26, 2015 through December 31, 2015, Badlands made cash advances to us for an aggregate of $25,979. For the year ended December 31, 2016, Badlands made additional cash advances to us for an aggregate of $37,849, for cumulative cash advances from Badlands of $63,828. This amount, plus the estimated cost of services provided by Badlands of $2,500 during the fourth quarter of 2016, resulted in an aggregate liability to Badlands of $66,328 as of December 31, 2016. This liability is unsecured and non-interest bearing. In January 2017, Badlands agreed that it will not demand repayment during 2017 which resulted in classification of this payable as a long-term liability as of December 31, 2016.

(1) Represents the 5,000,000 shares of Common Stock owned of record by NLBDIT 2010 Services, LLC (“NLBDIT Services”). The Nathan Low 2008 Irrevocable Trust (“Low Trust”) owns 100% of the outstanding membership interests of NLBDIT Services and may be deemed to beneficially own the shares of Common Stock held of record by NLBDIT Services.

(2) Represents the 5,000,000 shares of Common Stock owned of record by NLBDIT Services and beneficially by the Low Trust. Nathan Low is the family trustee of the Low Trust and has voting and dispositive control over any securities owned of record or beneficially by the Low Trust, subject to the agreement of the independent trustee.

(3) Samir N. Masri serves as Chief Executive Officer, Chief Financial Officer, President, Secretary and sole director of the Company.

(4) Does not include the 5,000,000 shares owned of record by NLBDIT Services. Samir Masri is the Managing Member of NLBDIT Services, but does not having any voting or dispositive power over the shares of Common Stock owned of record by NLBDIT Services.

(b) The Company currently has not authorized any compensation plans or individual compensation arrangements.

Item 13. Certain Relationships and Related Transactions and Director Independence.

Since April 1, 2013, there have been no related party transactions in which the amount involved exceeded the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, except as disclosed below.

The Company currently uses the office space and equipment of its management at no cost.

Following the Company’s inception, the Company engaged Samir Masri CPA Firm P.C. to provide accounting services to the Company. Samir Masri, the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary and director, is the founder and President of Samir Masri CPA Firm P.C. The Company has agreed to pay Samir Masri CPA Firm P.C. for services rendered in connection with the preparation of the financial statements for the Company’s periodic reports in an aggregate amount equal to $10,000 for the year. There are no written agreements in connection with this arrangement.

Loan payable – related party consists of amounts advanced to the Company by Sunrise Financial Group Inc. (“SFG”) the President of SFG was the Company’s former President. As of March 31, 2015, the balance $47,735 is unsecured, non-interest bearing and has no stipulated repayment terms.

On May 26, 2011, NLBDIT 2010 Services, LLC (“NLBDIT Services”), a company controlled by the former President, subscribed for five million (5,000,000) shares of common stock for $25,000. As of March 31, 2014, the Company received payment of $25,000 for the common stock subscription.

During the year ended March 31, 2012, the Company received a $6,525 loan from Putnam Hills Corp., a whose sole stockholder was NLBDIT Services. As of March 31, 2014, the loan was repaid.

On June 3, 2011, the Company issued a Promissory Note payable (the “Note”) to NLBDIT 2010 Enterprises, LLC, a company controlled by the former President. The Note bears interest at 6% and is payable upon completion of a business combination with a private company in a reverse merger or other transaction after which the Company would cease to be a shell company. At March 31, 2015, the outstanding balance is $72,796. The lender agreed to forego all accrued and unpaid interest through August 20, 2012. At March 31, 2015 and 2014, $5,432 and $2,174, respectively, of accrued interest related to this loan. Subsequent to March 31, 2015, the Company borrowed an additional $12,000.

On May 29, 2014, the Company’s sole shareholder, NLBDIT Services, entered into an agreement to sell 100% of the Company’s issued and outstanding Common Stock (the “Shares”) to a third party (the “Sale”), in exchange for an amount that is equal to the sum of the total amount of all expenses, incurred or to be incurred by the Company beginning January 1, 2014 until the closing of the Sale. Nathan Low, a principal of NLBDIT Services, owns a 27.06% interest of the third party through a related entity. Subsequent to the period covered by this report, the parties agreed to amend the terms of the Sale so that the Shares will be sold for an aggregate amount to be determined by the parties plus all costs and expenses incurred by the Company since January 1, 2015 in connection with the filing of the Form 10-K for the fiscal year ended March 31, 2015. The terms and conditions of the Sale will be subject to a definitive agreement so the transaction remains subject to change. The closing of the Sale is conditioned upon the delivery of a resignation letter executed by Samir Masri pursuant to which Mr. Masri shall resign as the sole officer and director of the Company resulting in a change in control of the Company.

Director Independence

The Company is not a listed issuer whose securities are listed on a national securities exchange, or an inter-dealer quotation system which has requirements that a majority of the board of directors be independent. Under NASDAQ Rule 5605(a)(2)(A), a director is not considered to be independent if he or she also is an executive officer or employee of the corporation. Under such definition, our sole director, ~~Samir N~~Mr. ~~Masri~~Gurfinkel, would not be considered independent as he also serves as anour sole executive officer ~~of the Company~~.

1621

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~~Item~~ ITEM 14. ~~Principal~~ ~~Accounting~~PRINCIPAL ~~Fees~~ACCOUNTANT ~~and~~FEES ~~Services.~~AND SERVICES

Raich Ende Malter & Co. LLP is(“Raich”) served as our independent registered public accounting firm for the ~~Company's~~fiscal year ended March 31, 2015 and through October 14, 2015, at which time, we appointed Hein & Associates LLP (“Hein”) as our independent registered public accounting firm. We had no dispute with Raich over our financial statements at the time of their termination. The following table shows the fees for the audit and other services provided by Raich and Hein in the aggregate for the years ended December 31, 2015 and 2016:

	2015			2016

Audit Fees	$	23,175	⁽¹⁾	$	24,675	⁽²⁾
Audit-Related Fees		-			-
Tax Fees		-			3,136	⁽³⁾
All Other Fees		-			-

	$	23,175		$	27,811

⁽¹⁾

Consists of (i) $4,800 for Raich for the annual audit for the year ended March 31, 2015 and review procedures for the quarter ended June 30, 2015, and (ii) $18,375 for Hein for review procedures for the quarter ended September 30, 2015 and an audit of our financial statements for the nine months ended December 31, 2015.

⁽²⁾

Consists of review procedures performed by Hein for each quarter in the year ended December 31, 2016, plus the annual audit fee and related expenses for the year ended December 31, 2016.

⁽³⁾

Consists of fees for preparation of U.S. Federal income tax return for the year ended March 31, 2016.

Audit Fees

~~The aggregate~~This ~~fees~~category ~~billed~~includes bythe ~~Raich~~aggregate ~~Ende~~fees ~~Malter & Co. LLP~~ for professional services ~~rendered~~ for the audit of our annual financial statements for the nine months ended December 31, 2015 and the year ended December 31, 2016, and the review of the financial statements included in our quarterly reports on Form 10-Q orfiled ~~services~~during ~~that~~those ~~are~~periods. ~~normally~~Effective ~~provided in~~December ~~connection~~31, ~~with statutory and regulatory filings were approximately $15~~2015,~~000~~ ~~and~~the ~~$12,000~~Company ~~for~~changed ~~the~~its fiscal ~~years~~year ~~ended~~end from March 31, ~~2015 and~~to ~~2014,~~December ~~respectively~~31.

Audit-Related Fees

There were no fees ~~billed by Raich Ende Malter & Co. LLP~~ for ~~assurance and~~ audit-related services ~~that~~during ~~are reasonably related to~~ the ~~performance of the audit or review of the Company’s financial statements for the fiscal~~ years ended ~~March~~December 31, 2015 and ~~2014~~2016.

Tax Fees

~~There were~~This nocategory includes fees ~~billed by Raich Ende Malter & Co. LLP~~ for professional services for tax compliance, tax advice, and tax planning ~~for the fiscal years ended March 31, 2015 and 2014~~.

~~All Other~~Audit ~~Fees~~Committee Pre-Approval

~~There were~~Our nosole ~~fees~~director ~~billed~~serves byas ~~Raich~~the ~~Ende~~sole ~~Malter~~member &of ~~Co.~~our ~~LLP~~Audit Committee and reviews and approves in advance the retention of the independent auditors for ~~other~~the ~~products~~performance of all audit and non-audit services and the fees for such services. Pre-approval of audit and non-audit services may be approved pursuant to appropriate policies and procedures established by the Audit Committee. For the fiscal ~~years~~year ended March 31, 2015 , the nine months ended December 31, 2015, and ~~2014~~the year ended December 31, 2016, all audit fees were reviewed and approved in advance of such services.

~~Audit Committee’s Pre-Approval Process~~22

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~~The Board~~PART ~~of Directors acts as the audit committee of the Company, and accordingly, all services are approved by all the members of the Board of Directors.~~IV

17Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

~~Part IV~~(a) Financial Statements - See Index to Financial Statements on Page 7 of this Report.

~~Item 15. Exhibits,~~ (b) Financial Statement Schedules - Not applicable.

(ac) ~~We set~~ ~~forth below a list of our audited financial statements included in Item 8 of this annual report on Form 10-K.~~Exhibits

Statement		Page*
EXHIBIT #	DESCRIPTION
Index to Financial Statements			F-1
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)
Report of Independent Registered Public Accounting Firm			F-2
Balance Sheets			F-3
Statements of Operations			F-4
Statement of Stockholder’s Deficiency			F-5
Statements of Cash Flows			F-6
Notes to Financial Statements			F-7 - F-11

3.2 Bylaws (~~b) Index~~incorporated by reference to ~~Exhibits~~Exhibit ~~required~~3.3 byto ~~Item~~the ~~601~~Registrant’s ofRegistration ~~Regulation~~Statement ~~S-K.~~on Form 10 filed on August 12, 2011, as amended November 7, 2011 and January 31, 2012)

Exhibit		Description
3.1*		Certificate of Incorporation
3.2*		By-laws
4.1*		Promissory Note issued by the Company to NLBDIT 2010 Enterprises LLC, dated June 3, 2011
10.1*		Common Stock Purchase Agreement by and between the Company and NLBDIT 2010 Services, LLC, dated May 26, 2011
14.1**		Code of Ethics
31.1		Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
101.INS		XBRL INSTANCE DOCUMENT
101.SCH		XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
101.CAL		XBRL TAXONOMY CALCULATION LINKBASE DOCUMENT
101.DEF		XBRL TAXONOMY DEFINITION LINKBASE DOCUMENT
101.LAB		XBRL TAXONOMY LABEL LINKBASE DOCUMENT
101.PRE		XBRL TAXONOMY PRESENTATION LINKBASE DOCUMENT

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)

~~In accordance~~10.2 ~~with~~Repurchase ~~SEC~~Agreement ~~Release~~dated ~~33-8238~~as of August 26, 2015 between the Registrant and NLBDIT 2010 Services, LLC (incorporated by reference to Exhibit 3210.12 isto ~~being~~the ~~furnished~~Registrant’s ~~and~~Current ~~not~~Report on Form 8-K filed. on September 1, 2015)

* Filed as an exhibit to the Company's registration statement on Form 10, as filed with the SEC on August 12, 2011, and incorporated herein by this reference.

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)

** Filed as an exhibit to the Company's Form 10-K, as filed with the SEC on July 17, 2012, and incorporated herein by this reference.

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

18*Filed or furnished herewith

Item 16.

FORM 10-K SUMMARY

Not Applicable.

Table of Contents

SIGNATURES

~~In accordance~~Pursuant ~~with~~to ~~Section~~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.~~	IRON SANDS CORP.
Dated: July 14, 2015	By:	/s/ Samir N. Masri
February 7, 2017	By: /s/	Mikhail Y. Gurfinkel
		Samir N. Masri
		Mikhail Y. Gurfinkel
		President, Chief Financial Officer, Secretary and Director
		Chief Executive and Chief Financial Officer
		Principal Executive Officer
		(Principal Executive, Financial and Accounting Officer)
		Principal Financial Officer

~~In accordance~~Pursuant ~~with~~to ~~Section~~the 13requirements ~~or 15(d)~~ of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

		Title	Date
February 7, 2017	By: /s/	Mikhail Y. Gurfinkel
/s/ Samir N. Masri		Chief Executive Officer, Chief Financial Officer,	July 14, 2015
		Mikhail Y. Gurfinkel
Samir N. Masri		President, Secretary and Director
		Sole Director
		(Principal Executive Officer and
		Principal Financial Officer)

1924

EXHIBIT INDEX

Exhibit		Description
3.1*		Certificate of Incorporation
3.2*		By-laws
4.1*		Promissory Note issued by the Company to NLBDIT 2010 Enterprises LLC, dated June 3, 2011
10.1*		Common Stock Purchase Agreement by and between the Company and NLBDIT 2010 Services, LLC, dated May 26, 2011
14.1**		Code of Ethics
31.1		Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
101.INS		XBRL INSTANCE DOCUMENT
101.SCH		XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
101.CAL		XBRL TAXONOMY CALCULATION LINKBASE DOCUMENT
101.DEF		XBRL TAXONOMY DEFINITION LINKBASE DOCUMENT
101.LAB		XBRL TAXONOMY LABEL LINKBASE DOCUMENT
101.PRE		XBRL TAXONOMY PRESENTATION LINKBASE DOCUMENT

In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.

* Filed as an exhibit to the Company's registration statement on Form 10, as filed with the SEC on August 12, 2011, and incorporated herein by this reference.

** Filed as an exhibit to the Company's Form 10-K, as filed with the SEC on July 17, 2012, and incorporated herein by this reference.

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