UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑	Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended June 30, 2017
	For the Quarterly Period Ended September 30, 2017
☐	Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to

Commission File Number 000-54477

IRON SANDS CORP.
(Exact Name of 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

Securities registered pursuant to Section 12(b) of the Act: None

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

Common Stock, $0.0001 par value ~~Title of class~~

Title of class

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES ☑ NO ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES ☑ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ (do not check if a smaller reporting company)

Smaller reporting company ☑ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☑ NO ☐

The registrant had 5,000,000 shares of its $0.0001 par value common stock outstanding as of ~~July~~October 2820, 2017.

TABLE OF CONTENTS

		Page
Part I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Unaudited Condensed Balance Sheets as of December 31, 2016 and June 30, 2017	2
	Unaudited Condensed Balance Sheets as of December 31, 2016 and September 30, 2017	2
	Unaudited Condensed Statements of Operations for the Three and Six Months Ended June 30, 2016 and 2017	3
	Unaudited Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2016 and 2017	3
	Unaudited Condensed Statement of Changes in Stockholder’s Deficit for the Six Months Ended June 30, 2017	4
	Unaudited Condensed Statement of Changes in Stockholder’s Deficit for the Nine Months Ended September 30, 2017	4
	Unaudited Condensed Statements of Cash Flows for the Six Months Ended June 30, 2016 and 2017	5
	Unaudited Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2016 and 2017	5
	Notes to Unaudited Condensed Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Result of Operations	9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4.	Controls and Procedures	12
Part II.	OTHER INFORMATION
Item 1.	Legal Proceedings	13
Item 1A.	Risk Factors	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3.	Defaults Upon Senior Securities	13
Item 4.	Mine Safety Disclosures	13
Item 5.	Other Information	13
Item 6.	Exhibits	13
Signatures		14

Part I. Financial Information

Item 1. Financial Statements

IRON SANDS, ~~INC~~CORP. (A Wholly-Owned Subsidiary of Badlands NGLs, LLC) UNAUDITED CONDENSED BALANCE SHEETS December 31, 2016 and September 30, 2017

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

	2016			2017
ASSETS
Current assets, cash and cash equivalents	$	1,947		$	12,336

Total assets	$	1,947		$	12,336


LIABILITIES AND STOCKHOLDER'S DEFICIT


Current liabilities, accounts payable and accrued expenses	$	15,661		$	13,850

Long-term payable to Parent		66,328			135,302

Total liabilities		81,989			149,152

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		(256,654	)		(313,428	)

Total stockholder’s deficit		(80,042	)		(136,816	)

Total liabilities and stockholder's deficit	$	1,947		$	12,336

~~UNAUDITED~~The ~~CONDENSED~~accompanying ~~BALANCE~~notes ~~SHEETS~~are an integral part of these unaudited condensed financial statements.

~~December 31, 2016 and June 30, 2017~~2

	2016			2017
ASSETS
Current assets, cash and cash equivalents	$	1,947		$	4,531
Total assets	$	1,947		$	4,531
LIABILITIES AND STOCKHOLDER'S DEFICIT
Current liabilities, accounts payable and accrued expenses	$	15,661		$	6,950
Long-term Payable to Parent		66,328			122,802
Total liabilities		81,989			129,752
Stockholder's deficit:
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, no shares issued		-			-
Common stock, $0.0001 par value; 100,000,000 shares authorized; 5,000,000 shares issued and outstanding		500			500
Additional paid-in capital		176,112			176,112
Accumulated deficit		(256,654	)		(301,833	)
Total stockholder’s deficit		(80,042	)		(125,221	)
Total liabilities and stockholder's deficit	$	1,947		$	4,531

IRON SANDS CORP.

~~The~~(A ~~accompanying~~Wholly-Owned ~~notes~~Subsidiary ~~are an integral part~~ of ~~these~~Badlands ~~unaudited~~NGLs, ~~condensed financial statements.~~LLC)

2UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

IRON SANDS CORP.

	Three Months Ended						Nine Months Ended
	September 30:						September 30:
	2016			2017			2016			2017

Revenue	$	-		$	-		$	-		$	-

General and administrative expenses:
Audit and tax services		3,675			4,200			24,000			21,798
Legal fees		-			2,000			-			8,250
Accounting fees		3,000			1,495			3,000			14,323
Conversion and filing costs		1,400			1,400			4,520			4,330
Parent services expense allocation		-			2,500			-			7,500
Administrative costs		-			-			593			573

Total general and administrative expenses		8,075			11,595			32,113			56,774

Net loss	$	(8,075	)	$	(11,595	)	$	(32,113	)	$	(56,774	)


Net loss per share (basic and diluted)	$	(0.00	)	$	(0.00	)	$	(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

(AThe ~~Wholly-Owned~~accompanying ~~Subsidiary~~notes are an integral part of ~~Badlands~~these ~~NGLs,~~unaudited ~~LLC)~~condensed financial statements.

~~UNAUDITED CONDENSED STATEMENTS OF OPERATIONS~~3

	Three Months Ended						Six Months Ended
	June 30:						June 30:
	2016			2017			2016			2017
Revenue	$	-		$	-		$	-		$	-
General and administrative expenses:
Audit and tax services		5,200			4,725			20,325			17,598
Legal fees		-			2,000			-			6,250
Accounting fees		-			4,100			-			12,828
Conversion and filing costs		1,500			1,530			3,120			2,930
Parent services expense allocation		-			2,500			-			5,000
Administrative costs		20			-			593			573
Total general and administrative expenses		6,720			14,855			24,038			45,179
Net loss	$	(6,720	)	$	(14,855	)	$	(24,038	)	$	(45,179	)
Net loss per share (basic and diluted)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)
Weighted average number of shares outstanding (basic and diluted)		5,000,000			5,000,000			5,000,000			5,000,000

IRON SANDS CORP.

~~The~~(A ~~accompanying~~Wholly-Owned ~~notes~~Subsidiary ~~are an integral part~~ of ~~these~~Badlands ~~unaudited~~NGLs, ~~condensed financial statements.~~LLC)

3UNAUDITED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDER’S DEFICIT

~~IRON~~Nine ~~SANDS~~Months ~~CORP.~~Ended September 30, 2017

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

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

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

Net loss		-		-		-		(56,774	)		(56,774	)

Balances, September 30, 2017		5,000,000	$	500	$	176,112	$	(313,428	)	$	(136,816	)

~~UNAUDITED~~The ~~CONDENSED~~accompanying ~~STATEMENT~~notes OFare ~~CHANGES~~an INintegral ~~STOCKHOLDER’S~~part ~~DEFICIT~~of these unaudited condensed financial statements.

~~Six Months Ended June 30, 2017~~4

					Additional
	Common Stock				Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balances, December 31, 2016		5,000,000	$	500	$	176,112	$	(256,654	)	$	(80,042	)
Net loss		-		-		-		(45,179	)		(45,179	)
Balances, June 30, 2017		5,000,000	$	500	$	176,112	$	(301,833	)	$	(125,221	)

IRON SANDS CORP.

~~The~~(A ~~accompanying~~Wholly-Owned ~~notes~~Subsidiary ~~are an integral part~~ of ~~these~~Badlands ~~unaudited~~NGLs, ~~condensed financial statements.~~LLC)

4UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

~~IRON~~Nine ~~SANDS~~Months ~~CORP.~~Ended September 30, 2016 and 2017

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

	2016			2017

Cash flows from operating activities:
Net loss	$	(32,113	)	$	(56,774	)
Adjustments to reconcile net loss to net cash used in operating activities:
Parent Services expense allocation		-			7,500
Decrease in accounts payable and accrued expenses		(1,500	)		(1,811	)

Net cash used in operating activities		(33,613	)		(51,085	)

Cash flows from investing activities		-			-

Cash flows provided by financing activities:
Cash advances from Parent		32,349			61,474

Net increase (decrease) in cash and cash equivalents		(1,264	)		10,389

Cash and cash equivalents, beginning of period		3,038			1,947

Cash and cash equivalents, end of period	$	1,774		$	12,336

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

Cash payments for interest	$	-		$	-

~~UNAUDITED~~The ~~CONDENSED~~accompanying ~~STATEMENTS~~notes OFare ~~CASH~~an ~~FLOWS~~integral part of these unaudited condensed financial statements.

~~Six Months Ended June 30, 2016 and 2017~~5

	2016			2017
Cash flows from operating activities:
Net loss	$	(24,038	)	$	(45,179	)
Parent services expense allocation		-			5,000
Adjustments to reconcile net loss to net cash used in operating activities:
Decrease in accounts payable and accrued expenses		(1,500	)		(8,711	)
Net cash used in operating activities		(25,538	)		(48,890	)
Cash flows from investing activities		-			-
Cash flows provided by financing activities:
Cash advances from Parent		25,674			51,474
Net increase in cash and equivalents		136			2,584
Cash and cash equivalents, beginning of period		3,038			1,947
Cash and cash equivalents, end of period	$	3,174		$	4,531
Supplemental disclosures of cash flow information:
Cash payments for income taxes	$	-		$	-
Cash payments for interest	$	-		$	-

IRON SANDS CORP.

~~The~~(A ~~accompanying~~Wholly-Owned ~~notes~~Subsidiary ~~are an integral part~~ of ~~these~~Badlands ~~unaudited~~NGLs, ~~condensed financial statements.~~LLC)

5NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~IRON~~1. ~~SANDS~~ORGANIZATION, ~~CORP.~~OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

(AOrganization ~~Wholly-Owned~~and ~~Subsidiary of Badlands NGLs, LLC)~~Operations

~~NOTES~~Iron TOSands ~~UNAUDITED~~Corp. ~~CONDENSED~~(the ~~FINANCIAL~~“Company”) ~~STATEMENTS~~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 focused on the development and subsequent operation of polyolefin manufacturing assets in the United States.

1.Basis ~~ORGANIZATION,~~of ~~OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES~~Presentation

~~Organization~~The accompanying unaudited condensed financial statements are presented on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles (“GAAP”) and ~~Operations~~have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, certain information and footnote disclosures required by GAAP for complete financial statements have been condensed or omitted in accordance with such rules and regulations, although the Company believes that the disclosures herein are adequate such that the information is not misleading. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the financial statements have been included.

~~Iron~~The ~~Sands~~accompanying ~~Corp.~~condensed (balance sheet and related disclosures as of December 31, 2016 have been derived from the “Company”)’s ~~was~~audited ~~incorporated~~financial instatements. ~~the~~The ~~state~~opinion of ~~Delaware~~the Company’s independent auditors on ~~January~~such ~~18,~~financial ~~2011~~statements ~~with~~included ~~the~~an ~~objective~~explanatory paragraph related to ~~acquire,~~the orCompany’s ~~merge~~ability ~~with,~~to ancontinue ~~operating~~as ~~business~~a going concern. ~~The~~For ~~Company~~further ~~has~~information, ~~not~~refer ~~recognized~~to ~~any~~the ~~revenue~~financial ~~since~~statements ~~inception.~~and Onfootnotes ~~August~~thereto ~~26,~~included ~~2015,~~in ~~all~~the ~~outstanding~~Company’s ~~shares~~Annual ofReport on Form 10-K for the year ended December 31, 2016. The Company’s ~~common~~financial ~~stock~~condition ~~were~~as ~~acquired~~of bySeptember ~~Badlands~~30, ~~NGLs~~2017, ~~LLC~~and ~~(“Badlands”~~operating orresults for the ~~“Parent”)~~three and nine months ended September 30, a2017 ~~company~~are ~~that~~not isnecessarily ~~engaged~~indicative inof the ~~development~~financial condition and results of aoperations ~~polymer~~that ~~manufacturing~~may ~~plant~~be inexpected for any future interim period or for the ~~United~~year ~~States.~~ending December 31, 2017.

~~Basis~~Certain ofreclassifications ~~Presentation~~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.

~~The~~Use ~~accompanying unaudited condensed financial statements are presented on the accrual basis~~ of accounting in accordance with U.S. generally accepted accounting principles (“GAAP”) and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, certain information and footnote disclosures required by GAAP for complete financial statements have been condensed or omitted in accordance with such rules and regulations, although the Company believes that the disclosures herein are adequate such that the information is not misleading. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the financial statements have been included. Estimates

The ~~accompanying~~preparation ~~condensed balance sheet and related disclosures as~~ of ~~December 31, 2016 have been derived from the Company’s audited~~ financial statements. ~~The~~in ~~opinion~~conformity ofwith ~~the~~U.S. ~~Company’s~~GAAP ~~independent~~requires ~~auditors~~management onto ~~such~~make ~~financial~~estimates ~~statements~~and ~~included~~assumptions anthat ~~explanatory~~affect ~~paragraph~~the ~~related~~reported toamounts ~~the~~of ~~Company’s~~assets ~~ability~~and toliabilities, ~~continue~~disclosure asof acontingent ~~going~~assets ~~concern.~~and ~~For~~liabilities ~~further~~at ~~information,~~the ~~refer~~date toof the financial statements and ~~footnotes thereto included in~~ the ~~Company’s~~reported ~~Annual~~amounts ~~Report~~of onrevenues ~~Form~~and ~~10-K~~expenses ~~for~~during the ~~year~~reporting ~~ended December 31, 2016~~period. ~~The~~On ~~Company’s~~an ~~financial~~ongoing ~~condition as of June 30~~basis, ~~2017,~~the ~~and~~Company ~~operating~~evaluates ~~results~~its ~~for~~estimates ~~the three~~ and ~~six~~assumptions. ~~months~~Actual ~~ended June 30, 2017 are not necessarily indicative of the~~ financial ~~condition and~~ results ~~of operations that~~ may bediffer ~~expected~~from ~~for~~these ~~any~~estimates ~~future~~under ~~interim~~different ~~period~~assumptions or ~~for the year ending December 31, 2017~~conditions.

~~Certain~~Comprehensive ~~reclassifications~~Income 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.(Loss)

~~Use~~Comprehensive income (loss) is used to refer to net income (loss) plus other comprehensive income (loss). Other comprehensive income (loss) is comprised of ~~Estimates~~revenues, expenses, gains, and losses that under U.S. GAAP are reported as separate components of stockholder’s deficit instead of net income (loss). There are no differences between comprehensive loss and net loss for the three and nine months ended September 30, 2016 and 2017.

~~The~~Recently ~~preparation~~Issued ofAccounting financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates and assumptions. Actual financial results may differ from these estimates under different assumptions or conditions.Pronouncements

~~Comprehensive~~The ~~Income~~following ~~(Loss)~~recently issued accounting standard is not yet effective; the Company is currently assessing the impact this standard will have on its financial statements, as well as the method of adoption and period in which adoption is expected to occur:

~~Comprehensive~~In ~~income~~January ~~(loss)~~2016, isthe ~~used~~FASB toissued ~~refer~~ASU to2016-01, Financial ~~net~~Instruments ~~income~~- ~~(loss)~~Overall: ~~plus~~Recognition ~~other~~and ~~comprehensive~~Measurement ~~income~~of ~~(loss).~~Financial ~~Other~~Assets ~~comprehensive~~and ~~income~~Financial ~~(loss)~~Liabilities. This ASU is ~~comprised~~intended ofto ~~revenues,~~improve ~~expenses,~~the ~~gains,~~recognition and ~~losses~~measurement ~~that~~of ~~under~~financial Uinstruments.S. ~~GAAP~~Among ~~are~~other ~~reported~~things, asthis ~~separate~~ASU ~~components~~requires ofcertain ~~stockholder’s~~equity ~~deficit~~investments ~~instead~~to ofbe ~~net~~measured ~~income~~at ~~(loss).~~fair ~~There~~value ~~are~~with nochanges ~~differences~~in ~~between~~fair ~~comprehensive~~value ~~loss~~recognized ~~and~~in net ~~loss~~income. ~~for~~This ~~the~~guidance ~~three~~is ~~and~~effective ~~six~~for ~~months~~fiscal ~~ended~~years ~~June~~beginning 30after December 15, ~~2016~~2017, and ~~2017~~interim periods therein.

~~Recently Issued Accounting Pronouncements~~6

~~The~~IRON ~~following~~SANDS recently issued accounting standard is not yet effective; the Company is currently assessing the impact this standard will have on its financial statements, as well as the method of adoption and period in which adoption is expected to occur:CORP.

In(A ~~January 2016, the FASB issued ASU 2016~~Wholly-~~01, Financial~~Owned ~~Instruments~~Subsidiary ~~- Overall: Recognition and Measurement~~ of ~~Financial~~Badlands ~~Assets and Financial Liabilities. This ASU is intended to improve the recognition and measurement of financial instruments. Among other things~~NGLs, 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. LLC)

6NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~IRON~~2. ~~SANDS~~GOING ~~CORP.~~CONCERN

(AAs ~~Wholly-Owned~~of ~~Subsidiary~~September 30, 2017, the Company had a stockholder’s deficit of ~~Badlands~~$136,816, ~~NGLs~~a working capital deficit of $1,514 ~~LLC)~~and cash and cash equivalents of $12,336. The Company requires cash infusions from its Parent to fund ongoing operating expenses and management does not anticipate generating any revenue in the near term. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern for at least one year after the issuance date of these financial statements. The accompanying financial statements have been prepared in conformity with 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.

~~NOTES~~In TOOctober ~~UNAUDITED~~2017, ~~CONDENSED~~the ~~FINANCIAL~~Company’s ~~STATEMENTS~~Parent agreed that it will not demand repayment of an outstanding payable for $135,302 as of September 30, 2017, until after September 30, 2018. Accordingly, this liability has been classified as a long-term liability as of September 30, 2017. While no assurance can be provided, management believes the Parent will continue to provide funding to enable the Company to meet its financial obligations over the twelve-month period from the issuance date of these financial statements.

23. ~~GOING~~RELATED ~~CONCERN~~PARTY TRANSACTIONS

AsExecutive ~~of June 30~~Officers, ~~2017,~~Personnel ~~the~~and ~~Company~~Office ~~had~~Space. aThe ~~stockholder~~Company’s ~~deficit~~sole ofexecutive ~~$125,221,~~officer a(the ~~working~~“Officer”) ~~capital~~was ~~deficit~~appointed ofby ~~$2,419~~Badlands and ~~cash~~also ~~and~~serves ~~cash~~as ~~equivalents~~the ofPresident ~~$4,531.~~and ~~The~~Chief ~~Company~~Operating ~~requires~~Officer ~~cash~~of ~~infusions~~Badlands. ~~from~~The ~~its~~Officer ~~Parent to fund ongoing operating expenses and management~~ does not ~~anticipate~~receive ~~generating~~ any ~~revenue~~compensation infor ~~the~~services ~~near~~rendered ~~term.~~in ~~These~~his ~~conditions~~capacity ~~raise~~as ~~substantial~~an ~~doubt~~executive asofficer toof the Company’s. ~~ability~~Through toSeptember ~~continue~~30, as2016, athe ~~going~~Parent ~~concern~~provided ~~for~~certain atpersonnel, ~~least~~office ~~one~~space ~~year~~and ~~after~~use ~~the issuance date~~ of ~~these~~equipment ~~financial~~at ~~statements.~~no ~~The~~charge ~~accompanying~~to ~~financial~~the ~~statements~~Company. ~~have~~Beginning ~~been prepared~~ in ~~conformity with GAAP, which contemplates~~ the ~~Company’s~~fourth ~~continuation~~quarter asof ~~a going concern~~2016, ~~whereby~~ the ~~realization~~Parent ofrecorded ~~assets~~its ~~and~~estimate ~~liquidation~~ of ~~liabilities~~the ~~occurs~~cost inof the ~~ordinary~~services ~~course~~provided ofto ~~business.~~the ~~These~~Company, ~~financial~~which ~~statements~~resulted doin ~~not~~recognition ~~include~~of ~~any~~an ~~adjustments~~expense ~~relating~~for to$7,500 for the ~~recoverability~~first ~~and~~nine ~~classification~~months of ~~recorded~~2017 ~~asset amounts, or amounts~~ and ~~classification~~a ofcorresponding ~~liabilities~~increase ~~that~~in ~~might be different should~~ the ~~Company~~Payable ~~be unable~~ to ~~continue as a going concern~~Parent.

InFunding ~~July~~from Parent. For the nine months ended September 30, 2016 and 2017, the ~~Company’s~~ Parent ~~agreed~~made ~~that~~cash itadvances ~~will~~to ~~not~~the ~~demand~~Company ~~repayment~~for of an ~~outstanding~~aggregate ~~payable~~of ~~for~~$32,349 and $~~122~~61,~~802~~474, respectively. These cash advances are reflected as Payable to Parent in the period paid. As of ~~June~~September 30, 2017, ~~until~~the ~~after~~Parent ~~June~~has ~~30,~~made ~~2018~~cumulative cash advances of $125,302. ~~Accordingly~~This amount, ~~this~~plus ~~liability~~the ~~has~~cost ~~been~~of ~~classified~~services asprovided aby ~~long-term~~the ~~liability~~Parent of $2,500 during the fourth quarter of 2016 and $7,500 during the first nine months of 2017, resulted in an aggregate Payable to Parent of $135,302 as of ~~June~~September 30, 2017. ~~While~~The noPayable ~~assurance~~to ~~can~~Parent beis ~~provided~~unsecured and non-interest bearing. As discussed in Note 2, ~~management~~in ~~believes~~October 2017, the Parent ~~will~~agreed ~~continue~~that toit ~~provide~~will ~~funding~~not todemand ~~enable~~repayment ~~the~~until ~~Company~~after toSeptember ~~meet~~30, ~~its~~2018, ~~financial~~which ~~obligations~~resulted ~~over~~in classification of the ~~twelve-month~~Payable ~~period~~to ~~from~~Parent ~~the~~as ~~issuance~~a ~~date~~long-term liability as of ~~these~~September ~~financial~~30, ~~statements~~2017.

34. ~~RELATED~~FAIR ~~PARTY~~VALUE ~~TRANSACTIONS~~MEASUREMENTS

~~Executive~~Fair ~~Officers,~~value ~~Personnel~~is ~~and~~the ~~Office~~price ~~Space.~~that ~~The~~would ~~Company’s~~be ~~sole~~received ~~executive~~to ~~officer~~sell ~~(the~~an ~~“Officer”)~~asset ~~was~~or ~~appointed~~paid byto ~~Badlands~~transfer ~~and~~a ~~also~~liability ~~serves~~in asan ~~the~~orderly ~~President~~transaction ~~and~~between ~~Chief~~market ~~Operating~~participants ~~Officer~~at ofthe ~~Badlands~~measurement date. In ~~The~~circumstances ~~Officer~~where ~~does~~the ~~not~~Company ~~receive~~is ~~any~~required ~~compensation~~to ~~for~~determine ~~services~~fair ~~rendered~~value, invarious ~~his~~methods ~~capacity~~including asmarket, anincome ~~executive~~and ~~officer~~cost ofapproaches would be considered to select the ~~Company~~method that is most appropriate. ~~Through~~Based ~~September~~on ~~30,~~these ~~2016~~approaches, the ~~Parent~~Company ~~provided~~would ~~certain~~adopt ~~personnel~~assumptions that market participants would use in pricing the asset or liability, ~~office~~including ~~space~~assumptions about risk and ~~use~~the ofrisks ~~equipment~~inherent atin nothe ~~charge~~inputs to the ~~Company~~valuation technique. ~~Beginning~~These ininputs ~~the~~may ~~fourth~~be ~~quarter~~readily ofobservable, ~~2016~~market corroborated, or generally unobservable inputs. The Company would utilize valuation techniques that maximize the ~~Parent~~use ~~recorded~~of ~~its~~observable ~~estimate~~inputs and minimize the use of unobservable inputs. Based on the ~~cost~~observability of the ~~services~~inputs ~~provided~~used toin the valuation techniques the Company, ~~which~~is ~~resulted~~required into ~~recognition~~provide ofthe anfollowing ~~expense~~information ~~for~~according ~~$5,000~~to ~~for~~the fair value hierarchy. The fair value hierarchy ranks the ~~first~~quality ~~six~~and ~~months~~reliability of ~~2017~~the information used to determine fair values. Financial assets and aliabilities ~~corresponding~~carried ~~increase~~at fair value will be classified and disclosed in ~~the~~one ~~Payable~~of tothe ~~Parent.~~following three categories:

~~Funding~~Level ~~from~~1 ~~Parent.~~- ~~For~~Quoted ~~the~~prices ~~six months ended June 30, 2016 and 2017, the Parent made cash advances to the Company~~ for anidentical ~~aggregate~~assets ~~of $25,674~~ and ~~$51,474,~~liabilities ~~respectively.~~traded ~~These cash advances are reflected as Payable to Parent~~ in ~~the~~active ~~period~~exchange ~~paid. As of June 30~~markets, ~~2017,~~such the Parent has made cumulative cash advances of $115,302. This amount, plus the cost of services provided by the Parent of $2,500 during the fourth quarter of 2016 and $5,000 during the first six months of 2017, resulted in an aggregate Payable to Parent of $122,802 as ~~of June 30, 2017. The Payable to Parent is unsecured and non-interest bearing. In July 2017,~~ the ~~Parent~~New ~~agreed~~York ~~that~~Stock ~~it will not demand repayment until after June 30, 2018, which resulted in classification of the Payable to Parent as a long-term liability as of June 30, 2017~~Exchange.

~~4. FAIR VALUE MEASUREMENTS~~7

~~Fair~~IRON ~~value~~SANDS ~~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~~CORP. In circumstances where the Company is required to determine fair value, various methods including market, income and cost approaches would be considered to select the method that is most appropriate. Based on these approaches, the Company would adopt assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs may be readily observable, market corroborated, or generally unobservable inputs. The Company would utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

~~Level~~(A 1 Wholly-Owned ~~Quoted~~Subsidiary ~~prices~~of ~~for~~Badlands ~~identical assets and liabilities traded in active exchange markets~~NGLs, ~~such as the New York Stock Exchange.~~LLC)

~~Level~~NOTES 2TO -UNAUDITED ~~Observable~~CONDENSED ~~inputs~~FINANCIAL other than Level 1 including quoted prices for similar assets or liabilities, quoted prices in less active markets, or other observable inputs that can be corroborated by observable market data. Level 2 also includes derivative contracts whose value is determined using a pricing model with observable market inputs or can be derived principally from or corroborated by observable market data.STATEMENTS

7Level 2 - Observable inputs other than Level 1 including quoted prices for similar assets or liabilities, quoted prices in less active markets, or other observable inputs that can be corroborated by observable market data. Level 2 also includes derivative contracts whose value is determined using a pricing model with observable market inputs or can be derived principally from or corroborated by observable market data.

~~IRON~~Level ~~SANDS~~3 ~~CORP~~- Unobservable inputs supported by little or no market activity for financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation; also includes observable inputs for nonbinding single dealer quotes not corroborated by observable market data.

(AWhile ~~Wholly-Owned~~the ~~Subsidiary~~Company’s ofobjective ~~Badlands~~is ~~NGLs~~to select valuation methods that are appropriate and consistent with other market participants, ~~LLC)~~the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

~~NOTES~~The TOcarrying ~~UNAUDITED~~amount ~~CONDENSED~~of ~~FINANCIAL~~cash ~~STATEMENTS~~and cash equivalents and accounts payable and accrued expenses approximate fair value because of the short-term nature of those instruments. The carrying value of the Payable to Parent discussed in Note 3 amounted to $66,328 as of December 31, 2016 and $135,302 as of September 30, 2017. These payables are unsecured and non-interest bearing, and the Parent has agreed not to demand repayment until after September 30, 2018. Due to the unique relationship of the Parent as the sole owner of the Company, it is not reasonably practicable to determine the fair value of the Payable to Parent.

Level 3 - Unobservable inputs supported by little or no market activity for financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation; also includes observable inputs for nonbinding single dealer quotes not corroborated by observable market data.8

~~While~~ITEM ~~the~~2. ~~Company~~MANAGEMENT’sS ~~objective~~DISCUSSION isAND toANALYSIS ~~select~~OF ~~valuation~~FINANCIAL ~~methods~~CONDITION ~~that~~AND ~~are~~RESULTS ~~appropriate~~OF and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. OPERATIONS

~~The~~Results ~~carrying amount~~ of ~~cash~~Operations ~~and~~– ~~equivalents~~Comparison ~~and accounts payable and accrued expenses approximate fair value because~~ of ~~the~~our ~~short-term~~Statements ~~nature~~ of ~~those~~Operations ~~instruments.~~for ~~The carrying value of~~ the ~~Payable~~Three toMonths ~~Parent~~Ended ~~discussed~~September ~~in Note 3 amounted to $66~~30,~~328~~ ~~as of December 31,~~ 2016 and ~~$122,802 as of June 30,~~ 2017. These payables are unsecured and non-interest bearing, and the Parent has agreed not to demand repayment until after June 30, 2018. Due to the unique relationship of the Parent as the sole owner of the Company, it is not reasonably practicable to determine the fair value of the Payable to Parent.

8Since inception, we have had no business operations and have generated no revenue. For the three months ended September 30, 2016 and 2017, our operating losses were primarily comprised of general and administrative expenses for auditing, tax, legal, accounting and other professional fees associated with our Exchange Act filings.

~~ITEM~~General 2and Administrative Expenses. ~~MANAGEMENT’S~~The ~~DISCUSSION~~table ~~AND~~below ~~ANALYSIS~~presents OFthe ~~FINANCIAL~~components ~~CONDITION~~of ~~AND~~our ~~RESULTS~~general OFand ~~OPERATIONS~~administrative expenses:

Results of Operations – Comparison of our Statements of Operations for the Three Months Ended June 30, 2016 and 2017

	Three Months Ended
	September 30:				Increase
	2016		2017		(decrease)			Percentage

Audit and tax services	$	3,675	$	4,200	$	525			14%
Legal fees		-		2,000		2,000			n/a
Accounting fees		3,000		1,495		(1,505	)		-50%
Conversion and filing costs		1,400		1,400		-			0%
Parent services expense allocation		-		2,500		2,500			n/a

Total general and administrative expenses	$	8,075	$	11,595	$	3,520			44%

~~Since~~General ~~inception~~and administrative expenses increased by $3,520, weor ~~have~~44%, ~~had~~for nothe ~~business~~three ~~operations~~months ~~and~~ended ~~have~~September ~~generated~~30, no2017 ~~revenue.~~compared ~~For~~to the three months ended ~~June~~September 30, 2016. The increase in general and ~~2017~~administrative expenses was primarily attributable to (i) a quarterly Parent services expense allocation of $2,500 ~~our~~that ~~operating~~commenced ~~losses~~in ~~were~~the ~~primarily~~fourth ~~comprised~~quarter of ~~general~~2016 ~~and~~to ~~administrative~~reflect ~~expenses~~the ~~for~~estimated ~~auditing,~~cost ~~tax~~of services provided by our Parent, (ii) an increase in legal fees of $2,000 ~~accounting~~related to the review of our June 30, 2017 Quarterly Report on Form 10-Q during the third quarter of 2017, and ~~other~~(iii) ~~professional~~an ~~fees~~increase ~~associated~~in ~~with~~audit ~~our~~and ~~Exchange~~tax ~~Act~~services ~~filings.~~of $525 due to increased fees of our independent auditors.

~~General~~These increases in general and ~~Administrative~~administrative ~~Expenses~~expenses total $5,025 and were partially offset by a decrease in accounting fees of $1,505. The ~~table~~decrease ~~below~~in ~~presents~~accounting ~~the~~fees ~~components~~was ofattributable ~~our~~to ~~general~~the ~~and~~reduction ~~administrative~~in ~~expenses~~consulting fees for the three months ended ~~June~~September 30, ~~2016 and~~ 2017:.

	Three Months Ended
	June 30:				Increase
	2016		2017		(decrease)			Percentage
Audit and tax services	$	5,200	$	4,725	$	(475	)		-9%
Legal fees		-		2,000		2,000			n/a
Accounting fees		-		4,100		4,100			n/a
Conversion and filing costs		1,500		1,530		30			2%
Parent services expense allocation		-		2,500		2,500			n/a
Administrative costs		20		-		(20	)		-100%
Total general and administrative expenses	$	6,720	$	14,855	$	8,135			121%

~~General~~Results ~~and~~of ~~administrative~~Operations ~~expenses~~– ~~increased~~Comparison by $8,135, or 121%, for the three months ended June 30, 2017 compared to the three months ended June 30, 2016. The increase in general and administrative expenses was primarily attributable to accounting consultation fees of ~~$4,100 to draft~~ our ~~March~~Statements ~~31, 2017 Quarterly Report on Form 10-Q during the second quarter~~ of ~~2017.~~Operations ~~For~~for the ~~three~~Nine ~~months~~Months ~~ended~~Ended ~~June~~September 30, 2016, these services were provided by employees of Badlands at no charge to us. Due to our recent change to use consultants, we expect that our expenses for accounting fees will continue to increase in 2017. The 2017 increase in general and administrative expenses was also attributable to (i) a quarterly Parent services expense allocation of $2,500 that commenced in the fourth quarter of 2016 to reflect the estimated cost of services provided by our Parent, and (ii) an increase in legal fees of $2,000 related to the review of our March 31, 2017 ~~Quarterly Report on Form 10-Q during the second quarter of 2017.~~

~~Results~~Since ofinception, ~~Operations~~we –have ~~Comparison~~had ofno ~~our~~business ~~Statements~~operations ofand ~~Operations~~have ~~for~~generated no revenue. For the ~~Six~~nine ~~Months~~months ~~Ended~~ended ~~June~~September 30, 2016 and 2017, our operating losses were primarily comprised of general and administrative expenses for auditing, tax, legal, accounting and other professional fees associated with our Exchange Act filings.

~~Since~~General ~~inception, we have had no business operations~~ and ~~have~~Administrative ~~generated no revenue~~Expenses. ~~For~~The ~~the~~table ~~six~~below ~~months~~presents ~~ended~~the ~~June~~components ~~30,~~of ~~2016 and 2017,~~ our ~~operating losses were primarily comprised of~~ general and administrative expenses ~~for auditing, tax, legal, accounting and other professional fees associated with our Exchange Act filings.~~ :

	Nine Months Ended
	September 30:				Increase
	2016		2017		(decrease)			Percentage

Audit and tax services	$	24,000	$	21,798	$	(2,202	)		-9%
Legal fees		-		8,250		8,250			n/a
Accounting fees		3,000		14,323		11,323			377%
Conversion and filing costs		4,520		4,330		(190	)		-4%
Parent services expense allocation		-		7,500		7,500			n/a
Administrative costs		593		573		(20	)		-3%

Total general and administrative expenses	$	32,113	$	56,774	$	24,661			77%

General and ~~Administrative~~administrative ~~Expenses~~expense increased by $24,661, or 77%, for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016. The ~~table~~increase ~~below~~in ~~presents~~general ~~the~~and ~~components~~administrative expenses was primarily attributable to an increase in accounting consultation fees of $11,323 to draft our 2016 Annual Report on Form 10-K and our March 31, 2017 and June 30, 2017 Quarterly Reports on Form 10-Q. Prior to June 30, 2016, these services were provided by employees of Badlands at no charge to us. Due to our recent change to use consultants, we expect that our expenses for accounting fees will continue to increase in 2017. The 2017 increase in general and administrative expenses ~~for~~was also attributable to (i) a quarterly Parent services expense allocation of $7,500 that commenced in the ~~six~~fourth ~~months~~quarter ~~ended~~of ~~June~~2016 30to reflect the estimated cost of services provided by our Parent, and (ii) an increase in legal fees of $8,250 related to the review of our 2016 Annual Report on Form 10-K and our March 31, 2017: and June 30, 2017 Quarterly Reports on Form 10-Q.

	Six Months Ended
	June 30:				Increase
	2016		2017		(decrease)			Percentage
Audit and tax services	$	20,325	$	17,598	$	(2,727	)		-13%
Legal fees		-		6,250		6,250			n/a
Accounting fees		-		12,828		12,828			n/a
Conversion and filing costs		3,120		2,930		(190	)		-6%
Parent services expense allocation		-		5,000		5,000			n/a
Administrative costs		593		573		(20	)		-3%
Total general and administrative expenses	$	24,038	$	45,179	$	21,141			88%

These increases in general and administrative expenses total $27,073 and were partially offset by a decrease in auditing and tax services of $2,202. This reduction in auditing and tax services was attributable to less complexity in the 2016 audit as compared to the 2015 audit that included accounting and SEC reporting considerations associated with a Purchase Agreement and Repurchase Agreement entered into in August 2015.

~~General~~Liquidity and ~~administrative~~Capital ~~expense~~Resources increased by $21,141, or 88%, for the six months ended June 30, 2017 compared to the six months ended June 30, 2016. The increase in general and administrative expenses was primarily attributable to accounting consultation fees of $12,828 to draft our 2016 Annual Report on Form 10-K and our March 31, 2017 Quarterly Report on Form 10Q. For the six months ended June 30, 2016, these services were provided by employees of Badlands at no charge to us. Due to our recent change to use consultants, we expect that our expenses for accounting fees will continue to increase in 2017. The 2017 increase in general and administrative expenses was also attributable to (i) a quarterly Parent services expense allocation of $5,000 that commenced in the fourth quarter of 2016 to reflect the estimated cost of services provided by our Parent, and (ii) an increase in legal fees of $6,250 related to the review of our 2016 Annual Report on Form 10-K and our March 31, 2017 Quarterly Report on Form 10-Q.

~~These~~As ~~increases~~of inSeptember ~~general~~30, ~~and~~2017, ~~administrative~~we ~~expenses~~had ~~total~~a stockholder’s deficit of $24136,~~078~~816 and ~~were~~a ~~partially~~working ~~offset~~capital bydeficit aof ~~decrease~~$1,514, inand ~~auditing~~cash and ~~tax~~cash ~~services~~equivalents of $212,~~727~~336. ~~This~~We ~~reduction~~require incash ~~auditing~~from our Parent to fund our ongoing operating expenses and ~~tax~~we ~~services~~do ~~was~~not ~~attributable~~anticipate togenerating ~~less~~any ~~complexity~~revenue in the ~~2016~~near ~~audit~~term. These conditions raise substantial doubt as ~~compared~~to our ability to ~~the~~continue ~~2015~~as ~~audit~~a ~~that~~going ~~included~~concern. ~~accounting~~Our ~~and~~financial ~~SEC~~statements ~~reporting~~have ~~considerations~~been ~~associated~~prepared in conformity with U.S. GAAP, which contemplates our continuation as a ~~Purchase~~going ~~Agreement~~concern, whereby the realization of assets and ~~Repurchase~~liquidation ~~Agreement~~of ~~entered~~liabilities ~~into~~occurs in ~~August~~the ~~2015~~ordinary course of business. Our financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be different should we be unable to continue as a going concern. The report of our independent registered public accounting firm on our financial statements as of December 31, 2016, contains an explanatory paragraph related to our ability to continue as a going concern.

~~Liquidity~~In ~~and~~October ~~Capital~~2017, ~~Resources~~our Parent agreed that it will not demand repayment of outstanding advances for $135,302 as of September 30, 2017 until after September 30, 2018. Accordingly, we have classified this liability as a long-term liability in our balance sheet as of September 30, 2017. While no assurance can be provided, we believe our Parent will continue to provide funding to enable us to meet our financial obligations over the following 12 months.

AsCash ofFlows ~~June 30, 2017, we had a stockholder’s deficit of $125,221 and a working capital deficit of $2,419, and cash and cash equivalents of $4,531. We require cash~~ from ~~our~~Operating ~~Parent~~Activities to fund our ongoing operating expenses and we do not anticipate generating any revenue in the near term. These conditions raise substantial doubt as to our ability to continue as a going concern. Our financial statements have been prepared in conformity with US GAAP, which contemplates our continuation as a going concern, whereby the realization of assets and liquidation of liabilities occurs in the ordinary course of business. Our financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be different should we be unable to continue as a going concern. The report of our independent registered public accounting firm on our financial statements as of December 31, 2016, contains an explanatory paragraph related to our ability to continue as a going concern.

InFor ~~July~~the ~~2017,~~nine ~~our~~months ~~Parent~~ended ~~agreed~~September ~~that~~30, it2017, ~~will~~net ~~not~~cash ~~demand~~used ~~repayment~~in ofoperating ~~outstanding~~activities ~~advances~~was ~~for~~ $~~122~~51,~~802~~085 ascompared ofto ~~June 30~~$33,613 ~~2017~~for ~~until~~the ~~after~~nine ~~June~~months ended September 30, ~~2018. Accordingly~~2016, wean ~~have~~increase ~~classified~~of ~~this~~$17,472. ~~liability~~The asincrease ain ~~long-term~~cash ~~liability~~used in ~~our~~operating ~~balance~~activities ~~sheet~~for asthe ofnine ~~June~~months ended September 30, 2017., ~~While~~was noprimarily ~~assurance~~attributable ~~can~~to bean ~~provided~~increase in our net loss of $24,661, weand ~~believe~~a ~~our~~decrease ~~Parent~~in ~~will~~accounts ~~continue~~payable toof ~~provide~~$1,811 ~~funding~~due to ~~enable~~the ustiming of payments to ~~meet~~service ~~our~~providers. ~~financial~~These ~~obligations~~decreases ~~over~~in operating cash flows which total $26,472 were partially offset by a non-cash allocation of $7,500 for Parent services expense for the ~~following~~first 12nine months of 2017.

~~Cash Flows from Operating Activities~~ 10

~~For~~Cash ~~the~~Flows ~~six~~from ~~months~~Investing ~~ended~~Activities June 30, 2017, net cash used in operating activities was $48,890 compared to $25,538 for the six months ended June 30, 2016, an increase of $23,352. The 2017 increase in cash used in operating activities was primarily attributable to an increase in our net loss of $21,141, a decrease in accounts payable of $8,711 due to the timing of payments to service providers, and a non-cash allocation of $5,000 for Parent services expense for the first six months of 2017.

10For the nine months ended September 30, 2016 and 2017, we did not generate or expend any cash from investing activities.

Cash Flows from ~~Investing~~Financing Activities

For the ~~six~~nine months ended ~~June~~September 30, 2016 and 2017, weour ~~did~~sole ~~not~~source ~~generate~~of orfinancing ~~expend~~cash ~~any~~flows was cash advances from ~~investing~~our Parent to fund our operating activities of $32,349 and $61,474, respectively.

Anticipated Cash ~~Flows from Financing Activities~~ Commitments

~~For~~In ~~the~~October ~~six~~2017, ~~months~~our ~~ended~~Parent ~~June~~agreed 30that it will not demand repayment of outstanding advances for $135,302 ~~2016~~as ~~and~~of September 30, 2017 until after September 30, 2018. While no assurance can be provided, we believe our ~~sole~~Parent ~~source~~will ofcontinue ~~financing~~to ~~cash~~provide ~~flows~~funding ~~was~~to ~~cash~~enable ~~advances~~us to meet our financial obligations over the following 12 months. However, if funding is not available from our Parent, it is likely that we would have to ~~fund~~cease our ~~operating~~Exchange ~~activities~~Act offilings ~~$25,674~~ and ~~$51,474,~~cease ~~respectively.~~to operate as a going concern.

~~Anticipated~~Assuming ~~Cash~~the ~~Commitments~~continuation of our current shell company status, we estimate cash commitments for the fourth quarter of 2017 to fund legal, accounting and other general and administrative expenses associated with our periodic SEC filings to be approximately $12,000.

~~During~~Critical ~~the~~Accounting year ended December 31, 2016, we received cash funding from our Parent in the aggregate amount of $37,849. In July 2017, our Parent agreed that it will not demand repayment of outstanding advances for $122,802 as of June 30, 2017 until after June 30, 2018. While no assurance can be provided, we believe our Parent will continue to provide funding to enable us to meet our financial obligations over the following 12 months. However, if funding is not available from our Parent, it is likely that we would have to cease our Exchange Act filings and cease to operate as a going concern.Policies

~~Assuming~~We ~~the~~prepare ~~continuation of~~ our ~~current~~financial ~~shell~~statements ~~company~~in ~~status,~~accordance wewith ~~estimate~~U.S. ~~cash~~GAAP. ~~commitments~~Our ~~for~~significant ~~the~~accounting ~~remainder~~policies ofare ~~2017~~disclosed toin ~~fund~~Note ~~legal,~~1 ~~accounting~~to ~~and~~our ~~other~~financial ~~general~~statements ~~and~~included ~~administrative~~in ~~expenses associated with~~ our ~~periodic~~2016 ~~SEC~~Annual ~~filings~~Report toon beForm ~~approximately $12,000 per quarter~~10-K.

~~Critical~~Recently Issued Accounting ~~Policies~~Standards

WePlease ~~prepare~~refer ~~our~~to ~~financial~~the ~~statements~~section inentitled Recently ~~accordance~~Issued ~~with~~Accounting USPronouncements under Note ~~GAAP.~~1 ~~Our~~– ~~significant~~Organization, ~~accounting~~Operations ~~policies~~and ~~are~~Significant ~~disclosed~~Accounting Policies in ~~Note~~the 1Notes to ~~our~~the ~~financial~~Unaudited ~~statements~~Condensed Financial Statements included in ~~our~~Item ~~2016~~1 ~~Annual~~of ~~Report~~this report for additional information on ~~Form~~recently ~~10-K.~~issued accounting standards and our plans for adoption of those standards.

~~Recently~~Off-Balance ~~Issued~~Sheet ~~Accounting Standards~~Arrangements

~~Please~~As ~~refer~~of toSeptember ~~the~~30, ~~section entitled Recent Accounting Pronouncements under Note 1 – Organization~~2017, ~~Operations~~we ~~and~~had ~~Significant~~no ~~Accounting~~off-balance ~~Policies in~~sheet ~~the~~arrangements ~~Notes~~or ~~to the Financial Statements included in Item 1 of this report for additional information on recently issued accounting standards and our plans for adoption of those standards~~obligations.

~~Off-Balance Sheet Arrangements~~11

AsItem of3. ~~June~~Quantitative ~~30,~~and ~~2017,~~Qualitative weDisclosures ~~had~~About noMarket ~~off-balance sheet arrangements or obligations.~~Risk

11As a smaller reporting company, we are not required to provide the information under this Item.

Item 34. ~~Quantitative~~Controls and ~~Qualitative Disclosures About Market Risk~~Procedures

AsEvaluation aof ~~smaller~~Disclosure ~~reporting~~Controls ~~company,~~and ~~we are not required to provide the information under this Item.~~Procedures

~~Item~~As 4of September 30, 2017, the Company's management, including its Chief Executive Officer and Chief Financial Officer, completed an evaluation of the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based ~~Controls~~on that evaluation, the Chief Executive Officer and ~~Procedures~~Chief Financial Officer concluded:

~~Evaluation~~i. ofThat ~~Disclosure~~the ~~Controls~~Company's disclosure controls and ~~Procedures~~procedures are designed to ensure (a) that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms, and (b) that such information is accumulated and communicated to the Company's management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure; and

Asii. ofThat ~~June 30, 2017,~~ the Company's ~~management, including its Chief Executive Officer Chief Financial Officer, completed an evaluation of the effectiveness of the Company's~~ disclosure controls and procedures ~~(as~~are ~~defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act)~~effective. ~~Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded:~~

i.Changes ~~That the Company's disclosure controls and procedures are designed to ensure (a) that information required to be disclosed by the Company~~ in ~~the~~Internal ~~reports~~Control itover ~~files~~Financial orReporting submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms, and (b) that such information is accumulated and communicated to the Company's management, including the Chief Executive Officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure; and

~~ii.~~During ~~That~~ the ~~Company's~~fiscal ~~disclosure~~quarter ~~controls~~ended ~~and~~September ~~procedures~~30, 2017, there have been no changes in our internal control over financial reporting that have materially affected or are ~~effective~~reasonably likely to materially affect our internal control over financial reporting.

~~Changes in Internal Control over Financial Reporting~~ 12

~~During~~PART ~~the~~II ~~fiscal~~– ~~quarter~~Other ended June 30, 2017, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.Information

12Item 1. Legal Proceedings

~~PART~~Not ~~II – Other Information~~applicable.

Item 11A. ~~Legal~~ ~~Proceedings~~Risk Factors.

~~Not~~As ~~applicable~~a smaller reporting company, we are not required to provide the information under this Item.

Item 1A2. ~~Risk~~ ~~Factors~~Unregistered Sales of Equity Securities and Use of Proceeds.

AsNot ~~a smaller reporting company, we are not required to provide the information under this Item~~applicable.

Item 23. ~~Unregistered~~ ~~Sales~~Defaults ofUpon ~~Equity~~Senior Securities ~~and Use of Proceeds~~.

Not applicable.

Item 34. ~~Defaults~~ ~~Upon~~Mine ~~Senior~~Safety ~~Securities~~Disclosures.

Not applicable.

Item 45. ~~Mine~~ ~~Safety~~Other ~~Disclosures~~Information.

Not applicable.

Item 56. ~~Other~~ ~~Information.~~Exhibits

Not applicable.

EXHIBIT #	DESCRIPTION

31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 7241)

~~Item~~31.2* 6Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U. ~~Exhibits~~S.C. Section 7241)

EXHIBIT #	DESCRIPTION
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 7241)

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)

31101.2INS* ~~Certification~~XBRL ofInstance ~~Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 7241)~~Document

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

101.SCH*

XBRL Taxonomy Extension Schema Document

101.CAL*~~Filed~~ orXBRL ~~furnished~~Taxonomy ~~herewith~~Extension Calculation Linkbase Document

13101 DEF* XBRL Taxonomy Extension Definition Linkbase Document

~~SIGNATURES~~101.LAB* XBRL Taxonomy Extension Label Linkbase Document

~~Pursuant~~101.PRE* toXBRL ~~the~~Taxonomy ~~requirements~~Extension ofPresentation ~~Section 13~~Linkbase ~~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.~~Document

		IRON SANDS CORP.
July 28, 2017	By: /s/	Mikhail Y. Gurfinkel
		Mikhail Y. Gurfinkel
		Chief Executive and Chief Financial Officer
		(Principal Executive, Financial and Accounting Officer)

*Filed or furnished herewith

1413

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	IRON SANDS CORP.

October 20, 2017	By: /s/	Mikhail Y. Gurfinkel
		Mikhail Y. Gurfinkel
		Chief Executive Officer and Chief Financial Officer (Principal Executive, Financial and Accounting Officer)

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