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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended September 30, 2016

 

or

 

¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from __________ to __________

 

Commission File Number: 333-182629

 

INTERNATIONAL METALS STREAMING CORP.

(Exact name of registrant as specified in its charter)

 

Nevada

45-5634033

(State or other jurisdiction of incorporation or organization)

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

 

12303 Airport Way, Suite 200
Broomfield, Colorado

80021

(Address of principal executive offices)

(Zip Code)

 

(954) 868-7366

(Registrant's telephone number, including area code)

 

N/A

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

 

(Explanatory Note: The registrant is a voluntary filer and is not subject to the filing requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). However, during the preceding 12 months, the registrant has filed all reports that it would have been required to file by Sections 13 or 15(d) of the Exchange Act as if it was subject to such filing requirements.)

 

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

 

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

 

Large Accelerated Filer

¨

Accelerated Filer

¨

Non-accelerated filer

¨

Smaller reporting company

x

(Do not check if a smaller reporting company)

 

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

 

As of November 16, 2016, the registrant had 10,968,754 shares of common stock, par value $0.0001 per share, outstanding.
  

 

 
 
 

 

TABLE OF CONTENTS

 

TO QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2016

 

Page

PART I FINANCIAL INFORMATION

Item 1.

Financial Statements

F-1

Condensed Balance Sheets as of September 30, 2016 (unaudited) and December 31, 2015

F-1

Condensed Statements of Operations for the three and nine months ended September 30, 2016 and 2015 (unaudited)

F-2

Condensed Statements of Changes in Stockholders' Deficit for the nine months ended September 30, 2016 (unaudited) and December 31, 2015

F-3

Condensed Statements of Cash Flows for the nine months ended September 30, 2016 and 2015 (unaudited)

F-4

Notes to Unaudited Condensed Financial Statements

F-5

Item 2.

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

1

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

6

Item 4.

Controls and Procedures

6

PART II OTHER INFORMATION

Item 1.

Legal Proceedings

7

Item 1A.

Risk Factors

7

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

7

Item 3.

Defaults upon Senior Securities

7

Item 4.

Mine Safety Disclosures

7

Item 5.

Other Information

7

Item 6.

Exhibits

8

Signatures

9

 

 
2
 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

INTERNATIONAL METALS STREAMING CORP.

 

 

 

 

 

 

CONDENSED BALANCE SHEETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of

 

 

 

September 30,
2016

 

 

December 31,
2015

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

Cash

 

$475

 

 

$475

 

Total Current Assets

 

 

475

 

 

 

475

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$475

 

 

$475

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

Accrued expenses

 

$205,139

 

 

$168,254

 

Notes payable

 

 

-

 

 

 

62,487

 

Total current liabilities

 

 

205,139

 

 

 

230,741

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

205,139

 

 

 

230,741

 

 

 

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock, $0.0001 par value, 10,000,000 shares authorized, none issued and outstanding

 

 

-

 

 

 

-

 

Common stock, $0.0001 par value, 50,000,000 shares authorized; 10,968,754 and 12,093,754 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively.

 

 

1,096

 

 

 

1,209

 

Additional paid-in-capital

 

 

661,085

 

 

 

660,972

 

Accumulated deficit

 

 

(866,845)

 

 

(892,447)

Total stockholders' deficit

 

 

(204,664)

 

 

(230,266)

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 

$475

 

 

$475

 

 

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

 

 
3
Table of Contents

 

INTERNATIONAL METALS STREAMING CORP.

 

 

 

 

 

 

 

 

 

 

CONDENSED STATEMENTS OF OPERATIONS

 

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three

 

 

For the Three

 

 

For the Nine

 

 

For the Nine

 

 

 

Months Ended

 

 

Months Ended

 

 

Months Ended

 

 

Months Ended

 

 

 

September 30,
2016

 

 

September 30,
2015

 

 

September 30,
2016

 

 

September 30,
2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative expenses

 

 

(597)

 

 

(33,646)

 

 

(78,092)

 

 

(78,923)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

(597)

 

 

(33,646)

 

 

(78,092)

 

 

(78,923)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forgiveness of debt

 

 

116,188

 

 

 

-

 

 

 

116,188

 

 

 

4,000

 

Interest

 

 

(6,101)

 

 

(1,201)

 

 

(12,495)

 

 

(3,512)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations before income taxes

 

 

109,490

 

 

 

(34,846)

 

 

25,602

 

 

 

(78,435)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense (benefit)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$109,490

 

 

$(34,846)

 

$25,602

 

 

$(78,435)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share - basic and dilutive

 

$0.01

 

 

$(0.00)

 

$0.00

 

 

$(0.01)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding - basic and dilutive

 

 

11,995,928

 

 

 

13,626,920

 

 

 

12,060,907

 

 

 

13,626,920

 

 

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

 
4
Table of Contents

  

INTERNATIONAL METALS STREAMING CORP.

 

 

 

 

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016 AND FOR THE YEAR ENDED DECEMBER 31, 2015

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

$0.0001 par value

 

 

Additional

 

 

Accumulated

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Paid in Capital

 

 

(Deficit)

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2014

 

 

13,626,920

 

 

$1,362

 

 

$660,819

 

 

$(793,206)

 

$(131,025)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

November 5, 2015 - Share cancellation

 

 

(1,533,166)

 

 

(153)

 

 

153

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended December 31, 2015

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(99,241)

 

 

(99,241)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2015

 

 

12,093,754

 

 

$1,209

 

 

$660,972

 

 

$(892,447)

 

$(230,266)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 22, 2016 - Share cancellation

 

 

(1,125,000)

 

 

(113)

 

 

113

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the nine months ended September 30, 2016

 

 

-

 

 

 

-

 

 

 

-

 

 

 

25,602

 

 

 

25,602

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at September 30, 2016 (Unaudited)

 

 

10,968,754

 

 

$1,096

 

 

$661,085

 

 

$(866,845)

 

$(204,664)

 

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

 

 
5
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INTERNATIONAL METALS STREAMING CORP.

CONDENSED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016 AND 2015

(Unaudited)

 

 

 

For the Nine

 

 

For the Nine

 

 

 

Months Ended

 

 

Months Ended

 

 

 

September 30,
2016

 

 

September 30,
2015

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$25,602

 

 

$(78,435)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

 

 

 

 

 

 

 

 

Gain on forgiveness of debt

 

 

(116,188

)

 

 

(4,000

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Increase in Accrued expenses

 

 

90,586

 

 

 

78,483

 

Net cash used in operating activities

 

 

-

 

 

 

(3,952)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

Net cash provided by investing activities

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from notes payable

 

 

-

 

 

2,500

 

Net cash provided by financing activities

 

 

-

 

 

2,500

 

 

 

 

 

 

 

 

 

 

DECREASE IN CASH

 

 

-

 

 

 

(1,452)

 

 

 

 

 

 

 

 

 

CASH, BEGINNING OF PERIOD

 

 

475

 

 

 

1,927

 

 

 

 

 

 

 

 

 

 

CASH, END OF PERIOD

 

$475

 

 

$475

 

 

 

 

 

 

 

 

 

 

Supplemental Information:

 

 

 

 

 

 

 

 

Cash paid for taxes

 

$-

 

 

$-

 

Cash paid for interest

 

$

 -

 

 

$

 -

 

 

 

 

 

 

 

 

 

 

Non-cash Investing & Financing Activities:

 

 

 

 

 

 

 

 

Accrued expenses paid by note holder

 

$

33,290

 

 

$-

 

Cancellation of shares

 

$

113

 

 

$

-

 

 

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

 

 
6
Table of Contents

 

INTERNATIONAL METALS STREAMING CORP.

Notes to Unaudited Condensed Financial Statements

September 30, 2016

 

NOTE 1 – NATURE OF BUSINESS

 

Overview of Organization

 

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

 

Change in Control

 

On August 9, 2013, six accredited investors (the "Purchasers") acquired 12,500,000 shares of the Company's common stock in the aggregate then held by its former sole officer and director who, prior to such acquisition, held approximately 77.22% of the then issued and outstanding shares of common stock. Immediately thereafter, the Company caused 4,093,746 shares of its common stock that one of the Purchasers purchased to be cancelled pursuant to a Cancellation Agreement that the Company entered into with such Purchaser on August 9, 2013. As a result, the former sole officer and director relinquished his control of the Company and resigned, and a new sole officer and director was appointed in his place.

 

In connection with the change of control transaction, effective September 26, 2013, the Company changed its name from "GS Valet, Inc." to "International Metals Streaming Corp."

 

Effective September 26, 2013, the Company's board of directors approved a change in its fiscal year end from September 30 to December 31. The Company filed a Transition Report on Form 10-Q for the three months ended December 31, 2012 with the Securities and Exchange Commission (the "SEC") in connection therewith.

 

Until October 1, 2013, the Company, through Garden State Valet, provided valet parking management services for hotels, restaurants, country clubs, retail centers and private events in New Jersey. The operations of Garden State Valet ceased on October 1, 2013. The Company then planned to pursue a metals streaming business by acquiring and managing precious metals streams, royalties and other similar interests. As of December 31, 2013, however, the Company had not entered into any definitive agreement in connection with such business. In March 2014, the Company determined that the metals streaming business was no longer desirable, and have ceased pursuing such business. As of September 30, 2016, the Company currently has nominal operations and minimal assets. As such, the Company is considered to be a shell company under the Securities Exchange Act of 1934, as amended.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited condensed financial statements as of September 30, 2016 and for the three and nine months ended September 30, 2016 and 2015 have been prepared by the Company pursuant to the rules and regulation of the Securities Exchange Commission, including Form 10-Q and Regulation S-K. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments), which are in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. The Company believes that the disclosures provided are adequate to make the information presented not misleading.

 

The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016. These unaudited condensed financial statements should be read in conjunction with our audited condensed financial statements and explanatory notes for the year ended December 31, 2015 as disclosed in the Company’s Form 10-K for that year as filed with the Securities and Exchange Commission on March 30, 2016.

 

Significant accounting policies are as follows:

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. These estimates and assumptions also affect the reported amounts of revenues, costs and expenses during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates.

 

 
7
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INTERNATIONAL METALS STREAMING CORP.

Notes to Unaudited Condensed Financial Statements

September 30, 2016 

 

Cash

 

The Company presently maintains any cash in an attorney trust account until such time that the Company establishes a bank account.

 

Income (Loss) Per Share

 

The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. During the nine months ended September 30, 2016 and year ended December 31, 2015, there were no potentially dilutive debt or equity instruments outstanding.

 

Financial Instruments

 

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

 

Reclassification

 

Certain prior year amounts have been reclassified to conform to the current year presentation.

 

Recently Issued Standards

 

In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. The purpose is to enhance the reporting model for financial instruments to provide users of financial statements with more decision-useful information. This ASU is effective for the Company in the first quarter of 2018. Early adoption is not permitted except for limited provisions. The Company does not expect the adoption of this amendment to have a material effect on its financial condition and results of operations.

 

In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes. This is part of FASB's simplification initiative. The amendments in this ASU require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. This ASU is effective for the Company in the first quarter of 2017. Early adoption is permitted. The Company does not expect the adoption of this amendment to have a material effect on its financial condition and results of operations.

 

In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments which allows entities to recognize adjustments to provisional amounts in the period adjustment is identified rather than retrospectively. In-period adjustments must be disclosed. This ASU is effective for the Company in the first quarter of 2016. The amendments should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this ASU. Early adoption is permitted for financial statements that have not been issued. The Company does not expect the adoption of this amendment to have a material effect on its financial condition and results of operations.

 

In August 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-15, "Interest - Imputation of Interest (Subtopic 835-30)." ASU 2015-15 provides guidance as to the presentation and subsequent measurement of debt issuance costs associated with line of credit arrangements. We do not expect the adoption of ASU 2015-15 to have a material effect on our financial position, results of operations or cash flows. We do not expect the adoption of ASU 2015-15 to have a material effect on our financial position, results of operations or cash flows.

 

In August 2015, the FASB issued ASU No. 2015-14, Revenue From Contracts With Customers (Topic 606)." The amendments in this ASU defer the effective date of ASU 2014-09. Public business entities should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. We do not expect adoption of ASU 2015-14 to have a material effect on our financial position, results of operations or cash flows.

 

 
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INTERNATIONAL METALS STREAMING CORP.

Notes to Unaudited Condensed Financial Statements

September 30, 2016

 

In July 2015, the FASB issued ASU No. 2015-11, "Simplifying the Measurement of Inventory (Topic 330)." ASU 2015-11 simplifies the accounting for the valuation of all inventory not accounted for using the last-in, first-out ("LIFO") method by prescribing that inventory be valued at the lower of cost and net realizable value. ASU 2015-11 is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016 on a prospective basis. We do not expect the adoption of ASU 2015-11 to have a material effect on our financial position, results of operations or cash flows. We do not expect adoption of ASU 2015-14 to have a material effect on our financial position, results of operations or cash flows

 

In April 2015, the FASB issued ASU 2015-05, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40)." ASU 2015-05 provides guidance regarding the accounting for a customer's fees paid in a cloud computing arrangement; specifically about whether a cloud computing arrangement includes a software license, and if so, how to account for the software license. ASU 2015-05 is effective for public companies' annual periods, including interim periods within those fiscal years, beginning after December 15, 2015 on either a prospective or retrospective basis. Early adoption is permitted. We do not expect the adoption of ASU 2015-05 to have a material effect on our financial position, results of operations or cash flows.

 

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

 

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

 

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

 

NOTE 3 – GOING CONCERN

 

The Company's financial statements are prepared using US GAAP applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company had incurred net income (loss) of $25,602 and $(78,435) for the nine months ended September 30, 2016 and 2015, respectively. As of September 30, 2016 and December 31, 2015, our accumulated deficit was $866,845 and $892,447, respectively. The Company has not established an ongoing source of revenues sufficient to cover its operating costs, and requires additional capital to commence its operating plan. The ability of the Company to continue as a going concern is dependent on the sufficiency of its capital or obtaining additional capital to fund operating losses. If the Company requires or is unable to obtain additional capital, it could be forced to cease operations. These factors raise substantial doubt about the Company's ability to continue as a going concern.

  

 
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INTERNATIONAL METALS STREAMING CORP.

Notes to Unaudited Condensed Financial Statements

September 30, 2016

 

NOTE 4 – NOTES PAYABLE, THIRD PARTY

 

On April 4, 2014, the Company issued a note payable to a third party in the amount of $57,039. The note was due and payable on April 4, 2015 and carries an interest rate of 8% per annum. For the nine months ended September 30, 2016 and for the year ended December 31, 2015, there is $11,364 and $7,951, respectively in accrued interest related to the note payable included in accrued expenses.

 

On April 2, 2015, the Company issued a note payable to a third party in the amount of $2,500. The note is due and payable on April 2, 2016 and carries an interest rate of 8% per annum. For the nine months ended September 30, 2016 and the year ended December 31, 2015, there is $299 and $150 in accrued interest related to the note payable included in accrued expenses.

 

On November 12, 2015, the Company issued a note payable to a third party in the amount of $2,948. The note is due and payable on November 11, 2016 and carries an interest rate of 8% per annum. For the nine months ended September 30, 2016 and for the year ended December 31, 2015, there is $208 and $32 in accrued interest related to the note payable included in accrued expenses.

 

On March 30, 2016, the Company issued a note payable to a third party in the amount of $18,290. The note is due and payable on March 29, 2017 and carries an interest rate of 8% per annum. For the nine months ended September 30, 2016, there is $738 in accrued interest related to the note payable included in accrued expenses.

 

On September 30, 2016, the Company issued a note payable to a third party in the amount of $15,000. The note is due and payable on September 29, 2017 and carries an interest rate of 8% per annum. For the nine months ended September 30, 2016, there is $302 in accrued interest related to the note payable included in accrued expenses.

 

Effective September 30, 2016, the Company was able to secure release of obligations of $108,688 in notes payable and accrued interest which was recorded as gain on forgiveness of debt.

 

NOTE 5 – COMMITMENTS AND CONTINGENCIES

 

The Company has no commitments or contingencies as of September 30, 2016 and December 31, 2015.

 

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

 

NOTE 6 – RELATED PARTY TRANSACTIONS

 

During the nine months ended September 30, 2016 and 2015, the Company incurred consulting fees of $2,000 and $5,000 provided by its current officer and director.  During the three months ended September 30, 2016 and 2015, the Company incurred consulting fees of $nil and $1,000 provided by its current sole officer and director.

 

 
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INTERNATIONAL METALS STREAMING CORP.

Notes to Unaudited Condensed Financial Statements

September 30, 2016

 

NOTE 7 – EQUITY

 

Preferred Stock

 

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

 

Common Stock

 

The Company is authorized to issue 50,000,000 shares of common stock with a par value of $0.0001 per share ("Common Stock"). On October 7, 2013, the Company's board of directors approved a 2.5 for 1 forward stock-split of its issued and outstanding shares of Common Stock (the "Stock Split"). The Stock Split affected all shares of Common Stock outstanding immediately prior to the record date of October 3, 2013, and each stockholder of one share of Common Stock as of such record date received 2.5 shares of Common Stock. The Stock Split did not affect the par value of the Common Stock. No fractional shares were issued. The Stock Split increased the number of issued and outstanding shares of Common Stock from 5,400,035 to 13,500,092. These notes and the accompanying financial statements give retroactive effect to the Stock Split. The Company had 10,968,754 shares of Common Stock issued and outstanding at September 30, 2016 and December 31, 2015.

  

On August 9, 2013, the Company sold 1,406,338 shares of Common Stock (the "Initial Shares") at $4.266 per share to two accredited investors (the "Initial Investors"). The closing thereof occurred on August 9, 2013 with gross proceeds to the Company of $6 million in connection thereof, comprised of $1 million in cash and $5 million in promissory notes issued by Preciosa Streaming Company Inc., a Barbados company ("Preciosa"). Preciosa issued the promissory notes to the Initial Investors, who, in turn, assigned them to the Company at the Closing pursuant to a Note Assignment Agreement entered into by and between Company and each Initial Investor on August 9, 2013. Preciosa repaid these notes in full to the Company on September 20, 2013. Preciosa also reimbursed to the Company $28,263 in legal fees incurred by the Company. The cash proceeds from issuance of the Initial Shares were placed into a trust account maintained by the Company's counsel until such time that the Company could establish a bank account. However, on March 11, 2014, the proceeds, less the costs incurred in the pursuit of the metals streaming business, were returned to the investors.

 

On August 9, 2013, the Company caused 4,093,746 shares of Common Stock held by a stockholder to be cancelled pursuant to a Cancellation Agreement entered into by and between the Company and such stockholder on August 9, 2013. The Company recognized a loss of $164 on the cancellation of this stock.

 

On December 9, 2013, the Company sold 468,823 shares of Common Stock (with the Initial Shares, collectively the "Shares") at $4.266 per share to two accredited investors (with the Initial Investors, collectively the "Investors"). The closing thereof occurred on December 9, 2013, with gross proceeds to the Company of $2 million. The cash proceeds from issuance of these shares were placed into a trust account maintained by the Company's counsel until such time that the Company could establish a bank account. However, on March 11, 2014, the proceeds, less the costs incurred in the pursuit of the metals streaming business, were returned to the investors.

 

On December 9, 2013, the Company sold 1,533,166 shares of Common Stock at $0.0001 per share for gross proceeds of $153.

 

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

 

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

 

On November 5, 2015, two shareholders surrendered an aggregate of 1,533,166 shares of Common Stock to the Company and cancelled for no consideration.

 

On September 22, 2016, the former sole officer and director surrendered an aggregate of 1,125,000 shares of Common Stock to the Company which were cancelled for no consideration.

 

NOTE 8 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through the date these unaudited condensed financial statements were available to be issued as of November 16, 2016 and determined that there are no additional reportable subsequent events.

  

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

 

The following discussion and analysis summarizes the significant factors affecting our condensed results of operations, financial condition and liquidity position for the nine months ended September 30, 2016. These unaudited condensed financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2015 and notes thereto contained in the information filed as part of the Company's Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission ("SEC") on March 30, 2016. The following discussion and analysis contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.

 

Forward-Looking Statements

 

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

 

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

 

Overview

 

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

 

The Company, through Garden State Valet, provided valet parking management services for hotels, restaurants, country clubs, retail centers and private events in New Jersey. The operations of Garden State Valet ceased on October 1, 2013. The Company then planned to pursue a metals streaming business by acquiring and managing precious metals streams, royalties and other similar interests. As of December 31, 2014, however, the Company determined that the metals streaming business was no longer desirable, and have ceased pursuing such business. As of September 30, 2016, the Company currently has nominal operations and minimal assets. As such, the Company is considered to be a shell company under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

 

Results of Operations

 

 

 

For the Three

 

 

For the Three

 

 

 

Months Ended

 

 

Months Ended

 

 

 

September 30,
2016

 

 

September 30,
2015

 

 

 

(Unaudited)

 

 

(Unaudited)

 

Revenue

 

$-

 

 

$-

 

General and administrative expenses

 

 

(597)

 

 

(33,646)

Loss from operations

 

 

(597)

 

 

(33,646)

Other income (expense)

 

 

 

 

 

 

 

 

Forgiveness of debt

 

 

116,188

 

 

 

-

 

Interest

 

 

(6,101)

 

 

(1,201)

Income (loss) from operations before income taxes

 

 

109,490

 

 

 

(34,846)

Income tax expense (benefit)

 

 

-

 

 

 

-

 

Net income (loss)

 

$109,490

 

 

$(34,846)

 

 
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Revenue

 

For the three months ended September 30, 2016 and 2015, we did not have any revenues from operations. 

 

General and Administrative Expenses 

 

For the three months ended September 30, 2016 and 2015, our general and administrative expenses totaled $597 and $33,646, respectively. This expense is primarily related to professional fees and consulting expenses incurred during the three months ended September 30, 2016 and 2015. 

 

Net Income (Loss) 

 

For the three months ended September 30, 2016, our net income was $109,490, or $0.01 per common share (basic and diluted), as compared to a net loss of $34,846, or $(0.00) per common share (basic and diluted), for the same period in 2015, a difference of $144,336. Such difference was directly attributable to forgiveness of debt and decreases in professional fees. 

 

 

 

For the Nine

 

 

For the Nine

 

 

 

Months Ended

 

 

Months Ended

 

 

 

September 30,
2016

 

 

September 30,
2015

 

 

 

(Unaudited)

 

 

(Unaudited)

 

 

 

 

 

 

 

 

Revenue

 

$-

 

 

$-

 

General and administrative expenses

 

 

78,092

 

 

 

78,923

 

Loss from operations

 

 

(78,092)

 

 

(78,923)

Other income (expense)

 

 

 

 

 

 

 

 

Forgiveness of debt

 

 

116,188

 

 

 

4,000

 

Interest

 

 

(12,495)

 

 

(3,512)

Income (loss) from operations before income taxes

 

 

25,602

 

 

 

(78,435)

Income tax expense (benefit)

 

 

-

 

 

 

-

 

Net Income (loss)

 

$25,602

 

 

$(78,435)

 

Revenue

 

For the nine months ended September 30, 2016 and 2015, we did not have any revenues from operations. 

 

General and Administrative Expenses 

 

For the nine months ended September 30, 2016 and 2015, our general and administrative expenses totaled $78,092 and $78,923, respectively. This expense is primarily related to professional fees and consulting expenses incurred during the nine months ended September 30, 2016 and 2015. 

 

Net Income (Loss) 

 

For the nine months ended September 30, 2016, our net income was $25,602, or $0.00 per common share (basic and diluted), as compared to a net loss of $78,435, or $(0.01) per common share (basic and diluted), for the same period in 2015, an decrease in net loss of $104,037. Such decrease in net losses was directly attributable to forgiveness of debt and decreases in professional fees. 

 

 
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Liquidity and Capital Resources

 

In summary, our cash flows are as follows: 

 

 

 

For the nine months ended
September 30,

 

 

 

2016

 

 

2015

 

 

 

(Unaudited)

 

 

(Unaudited)

 

Net cash used in operating activities 

 

$-

 

 

$(3,952)

Net cash provided by investing activities 

 

$-

 

 

$-

 

Net cash provided by financing activities

 

$-

 

 

$2,500

 

 

As of September 30, 2016, the Company had a stockholders' deficit of $204,664. For the nine months ended September 30, 2016 and 2015, the Company had a net income of $25,602 and a net loss of $(78,435), respectively. 

 

There was no net cash used in operating activities for the nine months ended September, 2016. Net cash used in operating activities for the same period of 2015 was $3,952 and was mainly due to payments made for operating expenses. 

 

There was no cash provided by investing activities for the nine months ended September 30, 2016 and 2015.

 

While notes payable decreased by $62,487 for the nine months ended September 30, 2016, these amounts were paid directly to reduce accrued expense and forgiveness of debt. Therefore, there was no cash provided by financing activities for the nine months ended September 30, 2016. For the nine months ended September 30, 2015, there was $2,500 in cash provided by financing activities. 

 

As of September 30, 2016, the Company had $475 in cash, total current assets of $475 and total current liabilities of $205,139. 

 

Going Concern

 

The Company's unaudited condensed financial statements are prepared using generally accepted accounting principles in the United States ("U.S. GAAP") applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company had net income of $25,602 and net loss of $78,435 for the nine months ended September 30, 2016 and 2015, respectively. As of September 30, 2016 and December 31, 2015, our accumulated deficit was $866,845 and $892,447, respectively. The Company has not established an ongoing source of revenues sufficient to cover its operating costs, and requires additional capital to commence its operating plan. The ability of the Company to continue as a going concern is dependent on the sufficiency of its capital or obtaining additional capital to fund operating losses. If the Company requires or is unable to obtain additional capital, it could be forced to cease operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. The accompanying unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. 

 

Off-balance Sheet Arrangements

 

We had no off-balance sheet arrangements as of September 30, 2016. 

 

Contractual Obligations

 

We had no contractual obligations as of September 30, 2016. 

 

Critical Accounting Policies

 

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

 

We believe that given the current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause a material effect on our unaudited condensed results of operations, financial position or liquidity for the periods presented in this report. Please refer to Note 2 – Summary of Significant Accounting Policies in the notes to the unaudited condensed financial statements.  

 

 
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Recently Issued Standards

 

In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. The purpose is to enhance the reporting model for financial instruments to provide users of financial statements with more decision-useful information. This ASU is effective for the Company in the first quarter of 2018. Early adoption is not permitted except for limited provisions. The Company does not expect the adoption of this amendment to have a material effect on its financial condition and results of operations.

 

In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes. This is part of FASB's simplification initiative. The amendments in this ASU require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. This ASU is effective for the Company in the first quarter of 2017. Early adoption is permitted. The Company does not expect the adoption of this amendment to have a material effect on its financial condition and results of operations.

 

In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments which allows entities to recognize adjustments to provisional amounts in the period adjustment is identified rather than retrospectively. In-period adjustments must be disclosed. This ASU is effective for the Company in the first quarter of 2016. The amendments should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this ASU. Early adoption is permitted for financial statements that have not been issued. The Company does not expect the adoption of this amendment to have a material effect on its financial condition and results of operations.

 

In August 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-15, "Interest - Imputation of Interest (Subtopic 835-30)." ASU 2015-15 provides guidance as to the presentation and subsequent measurement of debt issuance costs associated with line of credit arrangements. We do not expect the adoption of ASU 2015-15 to have a material effect on our financial position, results of operations or cash flows. We do not expect the adoption of ASU 2015-15 to have a material effect on our financial position, results of operations or cash flows.

 

In August 2015, the FASB issued ASU No. 2015-14, Revenue From Contracts With Customers (Topic 606)." The amendments in this ASU defer the effective date of ASU 2014-09. Public business entities should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. We do not expect adoption of ASU 2015-14 to have a material effect on our financial position, results of operations or cash flows

 

In July 2015, the FASB issued ASU No. 2015-11, "Simplifying the Measurement of Inventory (Topic 330)." ASU 2015-11 simplifies the accounting for the valuation of all inventory not accounted for using the last-in, first-out ("LIFO") method by prescribing that inventory be valued at the lower of cost and net realizable value. ASU 2015-11 is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016 on a prospective basis. We do not expect the adoption of ASU 2015-11 to have a material effect on our financial position, results of operations or cash flows. We do not expect adoption of ASU 2015-14 to have a material effect on our financial position, results of operations or cash flows

 

In April 2015, the FASB issued ASU 2015-05, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40)." ASU 2015-05 provides guidance regarding the accounting for a customer's fees paid in a cloud computing arrangement; specifically about whether a cloud computing arrangement includes a software license, and if so, how to account for the software license. ASU 2015-05 is effective for public companies' annual periods, including interim periods within those fiscal years, beginning after December 15, 2015 on either a prospective or retrospective basis. Early adoption is permitted. We do not expect the adoption of ASU 2015-05 to have a material effect on our financial position, results of operations or cash flows.

 

In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments are effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The amendments are to be applied on a retrospective basis, wherein the balance sheet of each individual period presented is adjusted to reflect the period-specific effects of applying the new guidance. We do not expect the adoption of ASU 2015-03 to have a material effect on our financial position, results of operations or cash flows.

 

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

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

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

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

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

 

Based on the evaluation as of September 30, 2016, for the reasons set forth below, our sole officer concluded that our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. 

 

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of March 31, 2016, our sole officer concluded our internal controls over financial reporting were not effective as we lack resources to support full compliance. 

 

Changes in Internal Control over Financial Reporting

 

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

 

 
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PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

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

 

ITEM 1A. RISK FACTORS.

 

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

 

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

 

None. 

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None. 

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable. 

 

ITEM 5. OTHER INFORMATION.

 

None.

 

 
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ITEM 6. EXHIBITS.

 

EXHIBIT INDEX

 

Exhibit Number

Description

3.1 

Articles of Incorporation (1) 

3.2 

Certificate of Amendment to Articles of Incorporation (2) 

3.3 

Bylaws (1) 

31.1

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

32.1

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

101.INS 

XBRL Instance Document* 

101.SCH 

XBRL Taxonomy Extension Schema Document* 

101.CAL 

XBRL Taxonomy Extension Calculation Linkbase Document* 

101.DEF 

XBRL Taxonomy Extension Definition Linkbase Document* 

101.LAB 

XBRL Taxonomy Extension Label Linkbase Document* 

101.PRE 

XBRL Taxonomy Extension Presentation Linkbase Document* 

______________

*

Filed herewith.

(1) 

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

(2) 

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

 

 
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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

INTERNATIONAL METALS STREAMING CORP.

(Registrant) 

Date: November 18, 2016 

By: 

/s/ Michael Hlavsa

Michael Hlavsa

Chief Executive Officer, Chief Financial Officer and Director

 

 

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