10-Q

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 July 31, 2017

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________to

Commission File Number: 000-55018

Bare Metal Standard, Inc.

(Exact name of registrant as specified in its charter)

Idaho	47-5572388
(State or Other Jurisdiction	(I.R.S. Employer
of Incorporation or Organization)	Identification No.)

3604 S. Banner Street, Boise, Idaho	83709
(Address of principal executive offices)	(Zip Code)

(208) 898-9379

(Registrant’s telephone number, including area code)

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

Yes ☑ 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐ Not Applicable

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company, defined in Rule 12b-2 of the Exchange Act (Check one).

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐	Smaller Reporting Company ☑
(Do not check if a 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 o No ☑

There were 31,625,000 shares of Common Stock outstanding as of September 6, 2017.

Table of Contents

Bare Metal Standard, Inc.

Index to Form 10-Q

For the Quarterly Period Ended July 31, 2017

PART I	Financial Information	3
ITEM 1.	Financial Statements	3
	Unaudited Balance Sheets as of July 31, 2017 and October 31, 2016	3
	Unaudited Statements of Operations for the three months ended July 31, 2017 and July 31, 2016 and the nine months ended July 31, 2017 and November 12, 2015 (Inception) through July 31, 2016	4
	Unaudited Statements of Cash Flows for the nine months ended July 31, 2017 and November 12, 2015 (Inception) through July 31, 2016	5
	Notes to the Unaudited Interim Financial Statements	6
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	17
ITEM 4T.	Controls and Procedures	17
PART II	Other Information	19
ITEM 1.	Legal Proceedings	19
ITEM 1A.	Risk Factors	19
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
ITEM 3.	Defaults Upon Senior Securities	19
ITEM 4.	Submission of Matters to a Vote of Security Holders	19
ITEM 5.	Other Information	19
ITEM 6.	Exhibits	20
	SIGNATURES	21

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Part I. Financial Information

Item 1. Financial Statements

Bare Metal Standards, Inc.

Balance Sheets

(unaudited)

	July 31			October 31
	2017			2016
Assets
Current assets
Cash	$	3,204		$	87,488
Accounts receivable		39,465			-
Accounts receivable - related parties		49,765			-
Inventory		12,876			-
Total current assets		105,310			87,488
Total assets	$	105,310		$	87,488
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued liabilities	$	45,708		$	16,249
Total current liabilities		45,708			16,249
Stockholders' equity
Preferred stock, $0.001 par value;  20,000,000 shares authorized;
none issued and outstanding as of July 31 , 2017 and October 31, 2016					-
Common stock, $0.001 par value; 80,000,000 shares authorized;
31,515,000 and 31,475,000  shares issued and outstanding as of
July 31, 2017 and October 31, 2016		31,515			31,475
Additional paid-in capital		257,035			237,075
Accumulated deficit		(228,948	)		(197,311	)
Total stockholders' equity		59,602			71,239
Total liabilities and stockholders' equity	$	105,310		$	87,488

(see accompanying notes to unaudited  financial statements)

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Bare Metal Standard, Inc.

Statements of Operations

(unaudited)

										From Inception
	For the Three Months						For the Nine Months			(November 12, 2015)
	Ended July 31,						Ended July 31,			thru July 31,
	2017			2016			2017			2016
Revenue
Product sales and services	$	100,420		$	-		$	220,282		$	-
Product sales and services - related parties		89,592			-			148,418			-
Total revenue		190,012			-			368,700			-
Cost of revenue		(23,884	)		-			(80,756	)		-
Gross  income		166,128			-			287,944			-
Operating expenses
General and administrative expenses		163,857			28,892			319,581			150,450
Total operating expenses		163,857			28,892			319,581			150,450
Profit (Loss) from operations		2,270			(28,892	)		(31,637	)		(150,450	)
Net profit (loss) for the period	$	2,270		$	(28,892	)	$	(31,637	)	$	(150,450	)
Basic and diluted net loss per common share	$	0.00		$	(0.00	)	$	(0.00	)	$	(0.01	)
Weighted average common shares outstanding
Basic and diluted		31,515,000			31,159,348			31,508,993			22,800,305

(see accompanying notes to  unaudited financial statements)

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Bare Metal Standard, Inc.

Statement of Cash Flows

(unaudited)

				From Inception
	For the Nine Months			(November 12, 2015)
	Ended July 31,			thru July 31,
	2017			2016
Cash flows from operating activities
Net loss	$	(31,637	)	$	(150,450	)
Adjustments to reconcile net loss to net cash used
in operating activites
Common stock issued for services		-			31,000
Changes in operating assets and liabilities:
Increase in accounts receivable		(39,465	)		-
Increase in accounts receivable - related parties		(49,765	)		-
Increase in inventory		(12,876	)		-
Increase in accounts payable		29,459			44,085
Net cash used in operating activities		(104,284	)		(75,365	)
Cash flows from financing activities
Loan from related party		-			50
Cash received from sale of common stock		20,000			120,000
Net cash provided by financing activities		20,000			120,050
Increase in cash and cash equivalents		(84,284	)		44,685
Cash, beginning balance		87,488			-
Cash, ending balance	$	3,204		$	44,685
Non-cash financing and investing activities
Forgiveness of related party loan payable	$	-		$	50

(see accompanying notes to unaudited  financial statements)

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Bare Metal Standards, Inc.

Notes to Unaudited Financial Statements

For the Nine Months Ended July 31, 2017

NOTE 1 - ORGANIZATION AND OPERATIONS

The Company was incorporated, as Bare Metal Standard, Inc., on November 12, 2015 under the laws of the State of Idaho.  The Company plans to engage in the business of kitchen exhaust cleaning.

NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim financial statements of Bare Metal Standard, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto for the period  ended October 31, 2016 contained in the Company’s Form S 1/A  originally filed with the Securities and Exchange Commission on January 9, 2017.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.  The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year.  Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the period ended October 31, 2016 as reported in the Company’s Form S 1/A have been omitted.

Earnings (Loss) per Share

Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period.  Diluted earnings (loss) per share is computed by dividing net income (loss), adjusted for changes in income or loss that resulted from the assumed conversion of convertible shares, by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. As of July 31, 2017, there were no potentially dilutive securities included in the calculation as their effect was anti-dilutive.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 Recently Adopted Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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Bare Metal Standards, Inc.

Notes to Unaudited Financial Statements

For the Nine Months Ended July 31, 2017

Accounts Receivable

Accounts receivable are stated at the amount management expects to collect from outstanding balances.  Accounts receivable as of July 31, 2017 consists of amounts owing by franchisees for monthly royalty commitments and for product sales to customers, including the cost of freight incurred to ship the product.  An allowance for doubtful accounts will be provided for those accounts receivable considered to be uncollectable based on historical experience and management’s evaluation of outstanding accounts receivable at the end of the period. Bad debts will be written off against the allowance when identified. The Company determined that no allowance was required at July 31, 2017.

Inventory

As at, July 31, 2017 the Company had $12,876 worth of inventory, valued on an average cost basis.  The inventory is reviewed at least quarterly and adjusted for obsolescence and discrepancies.

Revenue Recognition

The Company derives revenue from the sale of franchises, and products, services and training to support the franchisees.

The Company recognizes revenue when it is realized or realizable and earned, and therefore only recognizes revenue when a franchise agreement has been entered into and the franchise fee received.  The Company recognizes revenue from the sale of products and services when the product has been shipped or the services have been provided in accordance with the contract entered into with the customer.

The Company must meet all of the following four criteria in order to recognize revenue:

· Persuasive evidence of an arrangement exists

· Delivery has occurred

· The sales price is fixed or determinable

· Collection is reasonably assured

Payments received in advance of satisfaction of the relevant criteria for revenue recognition are recorded as advances from customers.

NOTE 3 - GOING CONCERN

The accompanying unaudited interim financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the financial statements, during the nine months ended July 31, 2017, the Company incurred a net loss of $31,637 and an accumulated deficit of $228,948 as of the same date.  If the Company is unable to generate profits and is unable to continue to obtain financing for its working capital requirements, it may have to curtail its business sharply or cease business altogether.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The financial statements do not include any adjustment relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company is taking certain steps to provide the necessary capital to continue its operations. These steps included, but are not limited to: 1) focus on sales to minimize the need for capital at this stage; 2) raising equity financing; 3) continuous focus on reductions in cost where possible.

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Bare Metal Standards, Inc.

Notes to Unaudited Financial Statements

For the Nine Months Ended July 31, 2017

NOTE 4 – RELATED PARTY TRANSACTIONS

During the three months and nine months ended July 31, 2017 the Company shipped $89,592 and $148,418, respectively, worth of product and freight to one related company.

We have entered into a verbal agreement with Taylor Brothers to use two of their offices until we raise 66% of our offering. At that time we will begin paying $5,000 per month to Taylor Brothers.

NOTE 5 - STOCKHOLDERS' EQUITY

Common Stock

As of July 31, 2017, there were 80,000,000 shares of common stock authorized having a par value of $0.001 and there were 31,515,000 issued and outstanding.

During the nine months ended July 31, 2017 the Company sold, for cash, 40,000 restricted common shares units to three investors at a cost of $0.50 per share unit for total proceeds of $20,000. Each unit consists of one share of our common stock, and one warrant to purchase one share of common stock within 24 months of issuance, for $2.00

Preferred Stock

As of July 31, 2017, there were 20,000,000 preferred shares authorized having a par value of $0.001, and none issued.

Common Stock Warrants

During the nine months ended July 31, 2017 the Company sold, for cash, 40,000 restricted common shares units to three investors at a cost of $0.50 per share unit for total proceeds of $20,000. Each unit consists of one share of our common stock, and one warrant to purchase one share of common stock within 24 months of issuance, for $2.00

NOTE 6 – MAJOR CUSTOMERS AND ACCOUNTS RECEIVABLE

The Company has unrelated customers and one related party customer, whose revenue, during the nine months ended July 31, 2017 represented in excess of 10% of the total revenue and in excess of 10% of total accounts receivable.

Concentration of Revenue-

During the nine months ended July 31, 2017 the Company collected royalties and sold product, including freight, totaling $148,418 or 40.5% of its total revenue, to one related company and $70,927 or 19.4% to one non-related party.

Concentration of Accounts Receivable-

As of July 31, 2017, one related party accounted for $49,765 or 55.8% of total accounts receivable. One non-related party accounted for $16,718 or 18.7% of total accounts receivable; a second non-related party accounted for $11,154 or 12.5% of total accounts receivable.

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Bare Metal Standards, Inc.

Notes to Unaudited Financial Statements

For the Nine Months Ended July 31, 2017

NOTE 7 – SUBSEQUENT EVENTS

On August 9, 2017 the Company sold 40,000 common shares to an investor at a cost of $0.50 per share for total proceeds of $20,000. In addition, the Company, on August 9, 2017, also issued 70,000 shares, to two vendors, at a cost of $0.50 per share for a total cost of $35,000.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

Forward-Looking Information

This Quarterly Report on Form 10-Q contains forward-looking statements. When used in this Quarterly Report on Form 10-Q, the words "anticipate," "believe," "estimate," "will," "plan," "seeks," "intend," and "expect" and similar expressions identify forward-looking statements. Although we believe that our plans, intentions, and expectations reflected in any forward-looking statements are reasonable, these plans, intentions, or expectations may not be achieved. Our actual results, performance, or achievements could differ materially from those contemplated, expressed, or implied, by the forward-looking statements contained in this Quarterly Report on Form 10-Q. Important factors that could cause actual results to differ materially from our forward-looking statements are set forth in this Quarterly Report on Form 10-Q All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth in this Quarterly Report on Form 10-Q. Except as required by federal securities laws, we are under no obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.

Critical Accounting Policies

There have been no material changes to our critical accounting policies and estimates from the information provided in, "Management's Discussion and Analysis and Results of Operations", included in our Annual Report on Form S-1/A for the period ended October 31, 2016.

Results of Operations

Overview of Current Operations

Bare Metal Standard, Inc. was incorporated in the State of Idaho on November 12, 2015, under the name Bare Metal Standard, Inc. We consider ourselves to be an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. From our inception to date, we have generated no revenues, and our operations have been limited to organizational, start-up, and capital formation activities. Our plan of operation is to engage in the business of commercial kitchen grease exhaust system cleaning.

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 Our Business

Bare Metal Standard provides franchise opportunities in the services of commercial kitchen grease exhaust systems (GES).

Bare Metal Standard intends to support all its franchises through a centralized workflow system named Shifts Software that the company created and owns. This application will be capable of managing hundreds of franchisees and thousands of customer locations. The workflow system exists on redundant servers throughout the USA to ensure connectivity. The company intends to purchase consumables to leverage its buying power and maintain its uniformity. Our franchisees will purchase from us directly the same quality products to maintain uniformity in our cleaning process.

The Company’s business model comes from the traditional franchise model that has proven to be successful for many service focused offerings. The primary value of our business model is to leverage the knowledge, capital and passion, equipment and processes to build a national brand to deliver a consistent level of services throughout the United States and beyond. Once we are operational with clients the business model is secure with recurring revenue from the required service (by code NFPA 96) on a quarterly basis (quarterly is typical, some potential customers are monthly, every 2, 4, 6 months to a few who go annually). The NFPA (National Fire Protection Associations) guidelines are adopted by insurance companies and local fire departments for the safety of the public. It has become mandatory for industrial kitchens maintain a monthly, quarterly or semiannual cleaning schedule depending on what they cook. A barbecue restaurant would be required to clean their hoods monthly compared to a nursing homes semiannual cleaning Local authority departments monitor these schedules with onsite inspections. Our mission is to transform this business sector into a rationalized national brand that will have the strength to expand throughout the United States and beyond.

Our principal service is providing support and training for our franchisees helping them to become successful with our proven track record. We do not own any patents or trademarks but we are licensed in the appropriate states that we offer under the franchising laws of that State.

We are registered in all the States in the United States to sell and operate our franchises except the following 10 States; California, Hawaii, Illinois, Maryland, Michigan, New York, North Dakota, South Dakota, Rhode Island, and Wisconsin. We intend to register in the remaining States as needed.

We have entered into a verbal agreement with Taylor Brothers to use two of their offices until we raise 66% of our offering. At that time we will begin paying $5,000 a month to Taylor Brothers. We have no intention to acquire or carry on Taylor Brothers operations as they have been in business for over 25 years very successfully. We intend to be in the business of selling and supporting our own franchises in the same industry. Our Franchisees will never be involved with Taylor Brothers.

The officers and directors of Bare Metal Standard are currently officers and directors of Taylor Brothers. James Bedal and Mike Taylor will resign their positions with Taylor Brothers and work full time for Bare Metal Standard. Bare Metal Standard will rely upon the business network and relationships built by Mr. Bedal and Mr. Taylor over their many years in business. It is the intention of Bare Metal Standard to assume the support and maintenance of the existing franchise agreements of the current Taylor Brothers franchisees from Taylor Brothers, as Taylor Brothers has ceased selling franchises. At that point Bare Metal Standard will inherit franchises in Kansas City, Wichita Kansas, Tulsa Oklahoma, East Texas, Des Moines Iowa, Portland Oregon, Boise Idaho and Salt Lake City Utah. All discussions leading to the propose transaction has been with the principals of Taylor Brothers and Bare Metal Standard only. We will be exercising “14.1 General Provision” in all the franchisee contracts our franchisees have with Taylor Brothers;

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14.1.1 This Agreement shall inure to the benefit of the successors and assigns of Franchisor. Franchisor shall have the right to transfer or assign this Agreement to any person or legal entity who assumes its terms and agrees to comply with Franchisor’s obligations contained herein, but who meets the qualifications and requirements of Franchisor. Any transfer must be approved in writing by Franchisor. Franchisor shall have no liability for the performance of any obligations contained in this Agreement after the effective date of such transfer or assignment. As of this date there are no written or verbal agreements between Taylor Brothers and Bare Metal, Inc. Additionally there is no agreement with the franchisees between Taylor Brothers and Bare Metal Standard, Inc. and one is not needed to execute this transaction because of General Provision 14.1. Taylor Brothers and Bare Metal Standard will retain legal counsel to seamlessly execute this transaction not to affect franchisee operations. In exchange Bare Metal Standard, Inc. will continue to support their franchisees and receive their 10% royalty for continued support. Thus, there is, in the opinion of management, limited chance of Taylor Brothers competing with Bare Metal Standard’s potential franchisees.

We believe that our potential customers understand the financial and reputational risks associated with inadequate maintenance of their kitchen hoods and that our high quality, professional services are low-cost expenditures when compared to the alternative of failing to perform essential maintenance. We strive to be the service provider of choice and believe our customers have recognized our value proposition, as evidenced by our long-standing customer relationships our management team has and the high rate at which our potential customers renew their contracts from year to year.

Our focus on attracting and retaining new customers for our franchisees begins with our associates in the field, who interact with prospective customers every day. Our associates bring a strong level of passion and commitment to the Bare Metal brand. We have extensive experience to bring to our new company. Our field organization is supported by dedicated customer service and call center personnel. Our culture of continuous improvement drives an intense focus on the quality of the services delivered, which we believe produces high levels of customer satisfaction and, ultimately, customer retention and referrals.

Our expansion, both in existing markets of potential franchisees, where we have capacity to increase our local market position with franchises, and in new markets through detailed assessments of local economic conditions and demographics, we have identified target markets where we see opportunities. We intend to grow our presence through strategic franchise expansions and additional licensing agreements

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 COMPETITION

We may not have the resources to compete with our existing competitors or with any new competitors. We intend to compete with many other competitors who perform wheelchair repairs, all of which have significantly greater personnel, financial, and managerial resources than we do. This competition from other companies with greater resources and reputations may result in our failure to maintain or expand our business.

Moreover, as the demand for the servicing of commercial kitchen grease exhaust systems increases, new companies may enter the market and the influx of added competition will pose an increased risk to our Company. Increased competition may lead to price wars, which would harm us since we would be unable to compete with companies with greater resources. In addition, increased competition and increased demand may create a stress on the wheelchair manufacturers, output capabilities, which may lead to increased prices, which would also harm our ability to compete in the wheelchair market.

INTELLECTUAL PROPERTY

We rely or plan to rely on a combination of trademark, copyright, trade secret and patent laws in the United States, as well as confidentiality procedures and contractual provisions to protect our commercial kitchen grease exhaust system maintenance methodologies and any new methodologies we might develop in the future. We currently have no pending patents nor trademarks.

From time to time, we expect that we may encounter disputes over rights and obligations concerning intellectual property. Also, the efforts management has taken to protect its proprietary rights may not be sufficient or effective. Any significant impairment of its intellectual property rights could harm the existing business, the brand and reputation, and the ability of the business to compete on a going forward basis. Also, protecting our intellectual property rights could be costly and time consuming.

Employees

We currently have six employees. Our CEO performs all duties related to the operations of this business. We also plan to utilize additional independent contractors on a part-time/as needed basis.

Property

Our corporate headquarters are located at: 3604 S. Banner Street, Boise, Idaho 83709. We do not own any real property. Management believes that its current facilities are adequate for its needs through the next twelve months, and that, should it be needed, suitable additional space will be available to accommodate expansion of the Company's operations on commercially reasonable terms, although there can be no assurance in this regard.

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Results of Operations for the nine months ended July 31, 2017 compared to the period from November 12, 2015 (Inception) through July 31, 2017 and the three months ended July 31, 2017 compared to the three months ended July 31, 2016.

During the nine month period ended July 31, 2017, the Company generated total revenues of $368,700, of which $148,418 is from services and products sold to a related party. In addition, the Company does not expect to generate cumulative profit for the year ended October 31, 2017.  During the three months ended July 31, 2017, the Company generated total revenues of $190,012 compared to 0 revenue generated during the same three months of 2016.

For the nine months ending July 31, 2017, we experienced a net loss of $31,637, as compared to a net loss of $150,450 for the period from November 12, 2015 (Inception) through July 31, 2016. The net loss for the nine months ending July 31, 2017 was attributed to $319,581 in general & administrative expenses, as compared to $150,450 in general & administrative expenses for the period from November 12, 2015 (Inception) through July 31, 2016.  The $150,450 included the cost of issuing 30,000,000 common restricted shares to founders for services previously rendered and services to be rendered during the start-up period, plus the cost of issuing 1,000,000 common restricted shares to a consultant for services provided during the S-1 approval process.  The $319,582 includes $89,212 for officer salaries; $81,861 for administrative payroll; and $148,509 of the other general and administrative costs necessary to perform daily operating functions.  During the three months ended July 31, 2017, the Company generated total revenues of $190,012 compared to 0 revenue generated during the same three months of 2016.  As a result of the increased revenue, operating expenses, during the three months, increased to $163,857 from $28,892, generating a profit of $2,271 after cost of sales of $23,884, compared to a loss of $28,892 for the three months ended July 31, 2016.

    

Revenue

The Company has generated total revenues of $368,700 for the nine months ended July 31, 2017 of which $148,418 was for products sold to Taylor Brothers, a Company owned by the Company’s President. As of July 31, 2017, the Company had an accumulated deficit of $228,948. There can be no assurances that the Company can achieve or sustain profitability or that the Company's operating losses will not increase in the future.  During the three months ended July 31, 2017, the Company generated total revenues of $190,012 compared to 0 revenue generated during the same three months of 2016, as the Company had not yet commenced business activity as of July 31, 2016.

Plan of Operation

The Company’s plan of operation is to provide franchise opportunities in the services of commercial kitchen grease exhaust systems (GES). As of July 31, 2017, we had $3,204 cash on hand and unrelated accounts receivable of $39,465 plus $49,765 due from a related party for products and services provided to two entities controlled by Taylor Brothers, a Company owned by Bare Metal’s President. Although the Company generated net income of $2,271 for the three months ended July 31, 2017, before an allowance for potential income taxes, Management believes, without any additional funding or revenues, the Company has to continue to sell equity securities to finance its operations and continued growth. We will apply any proceeds from future revenues to help cover our expenditures. At this time, management anticipates, it will be required to seek outside funding to keep its business operational for the next twelve months, and will continue its efforts to seek additional funding.

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If we experience losses in our first year of business operations, we do not believe such losses would prevent us from continuing our operations for our first year, based on our current cash position and ability to generate funds. If and when the time comes that we seek funding, we plan to rely on equity sales of our common shares in order to continue to fund our business operations. And, we would have to issue equity or enter into a strategic arrangement with a third party. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any of additional sales of our equity securities or other financing to fund our business operations. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.

Future funding could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could materially adversely affect the Company's business, results of operations and financial condition. Any future acquisitions of other businesses, technologies, services or product(s) might require the Company to obtain additional equity or debt financing, which might not be available on terms favorable to the Company, or at all, and such financing, if available, might be dilutive.

Going Concern

Our independent auditors included an explanatory paragraph in their report on the October 31, 2016 audited financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors. Our ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and our ability to achieve and maintain profitable operations.

Therefore, management plans to raise equity capital to finance the operating and capital requirements of the Company. While the Company is devoting its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

Summary of any product research and development that we will perform for the term of our plan of operation.

We do not anticipate performing any product research and development under our current plan of operation.

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Expected purchase or sale of plant and significant equipment.

We do not anticipate the purchase or sale of any plant or significant equipment; as such items are not required by us at this time.

Significant changes in the number of employees.

As of July 31, 2017, we had four full time employees and two officers. We are dependent upon our two officers for our future business development. As our operations expand we anticipate the need to hire additional employees, consultants and professionals; however, the exact number is not quantifiable at this time.

Liquidity and Capital Resources

The Company is authorized to issue 80,000,000 shares of its $0.001 par value common stock. As of July 31, 2017, the Company has 31,515,000 shares of common stock issued and outstanding. As of July 31, 2017, the Company had current assets of $105,310 and current liabilities of $45,708.

The Company has limited financial resources available, which has had an adverse impact on the Company's liquidity, activities and operations. In order for the Company to remain a Going Concern it will need to find additional capital or generate revenues. Additional working capital may be sought through additional debt or equity private placements, additional notes payable to banks or related parties (officers, directors or stockholders),or from other available funding sources at market rates of interest, or a combination of these. The ability to raise necessary financing will depend on many factors, including the nature and prospects of any business to be acquired and the economic and market conditions prevailing at the time financing is sought. No assurances can be given that any necessary financing can be obtained on terms favorable to the Company, or at all.

Management believes the Company has sufficient cash assets, coupled with Managements’ ability to provide additional funds through the sale of equity securities, to fund its operations and keep the Company fully reporting for the next twelve (12) months.

16

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors.

Critical Accounting Policies and Estimates

Revenue Recognition: We recognize revenue from product sales once all of the following criteria for revenue recognition have been met: pervasive evidence that an agreement exists; the services have been rendered; the fee is fixed and determinable and not subject to refund or adjustment; and collection of the amount due is reasonable assured.

New Accounting Standards

The Company's management has evaluated all the recently issued accounting pronouncements through the filing date of these financial statements and does not believe that any of these pronouncements will have a material impact on the Company's financial position and results of operations.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our disclosure controls and procedures, as defined in Rule 13a-15(e) and15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the SEC, and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.

17

Management, with the participation of the Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, our disclosure controls and procedures were not effective. Our disclosure controls and procedures were not effective because of material weaknesses.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

18

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 not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.

Item 1A - Risk Factors

See Risk Factors set forth in the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2016 and the discussion in Item 1, above, under "Liquidity and Capital Resources."

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

None.

Item 3 -- Defaults upon Senior Securities

None.

Item 4 -- Submission of Matters to a Vote of Security Holders

None.

Item 5 -- Other Information

None.

19

Item 6 -- Exhibits

			Incorporated by reference
Exhibit	Exhibit Description	Filed herewith	Form	Period Ending	Exhibit	Filing Date
3.1	Articles of Incorporation, as currently in effect		S-1		3.1	03/22/2016
3.2	Bylaws, as currently in effect		S-1		3.1	03/22/2016
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	X
32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.	X

20

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 hereunto duly authorized.

	Bare Metal Standard, Inc. Registrant
Date: September 12, 2017	/s/ James Bedal
	Name: James Bedal
	Its: Principal Executive Officer Principal Financial Officer Principal Accounting Officer

21

EX-31.1

Exhibit 31.1 - SECTION 302 CERTIFICATION

EXHIBIT 31.1

Rule 13a-14(a)/15d-14(a) Certifications

I, James Bedal, certify that:

(1)	I have reviewed this quarterly report on Form 10-Q of Bare Metal Standard, Inc.
(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4)	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
(5)	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/   James Bedal

James Bedal

Principal Executive Officer

Principal Accounting Officer

Date: September 12, 2017

EX-32.1

Exhibit 32.1 - SECTION 906 CERTIFICATION

EXHIBIT 32.1

Section 1350 Certifications

I am the Principal Executive Officer and Principal Financial Officer of Bare Metal Standard, Inc., an Idaho corporation (the “Company”). I am delivering this certificate in connection with the Form 10-Q of the Company for the quarter ended July 31, 2017 and filed with the U.S. Securities and Exchange Commission (“Form 10-Q’). 

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Bare Metal Standard, Inc. (the “Company”) certifies to his knowledge that:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarterly period ended July 31, 2017 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in that Form 10-Q fairly presents, in all material respects, the financial conditions and results of operations of the Company.

/s/   James Bedal

James Bedal

Its: Principal Executive Officer

Principal Financial Officer

Principal Accounting Officer

 Date: September 12, 2017

XML

Document and Entity Information - shares	9 Months Ended
	Jul. 31, 2017	Sep. 06, 2017
Document And Entity Information
Entity Registrant Name	BARE METAL STANDARD INC.
Entity Central Index Key	0001658880
Document Type	10-Q
Trading Symbol	BRRM
Document Period End Date	Jul. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--10-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		31,625,000
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2017

XML

Balance Sheets (unaudited) - USD ($)	Jul. 31, 2017	Oct. 31, 2016
Current assets
Cash	$ 3,204	$ 87,488
Accounts receivable	39,465
Accounts receivable - related parties	49,765
Inventory	12,876
Total current assets	105,310	87,488
Total assets	105,310	87,488
Current liabilities
Accounts payable and accrued liabilities	45,708	16,249
Total current liabilities	45,708	16,249
Stockholders' equity
Preferred stock, $0.001 par value; 20,000,000 shares authorized; none issued and outstanding as of July 31 , 2017 and October 31, 2016
Common stock, $0.001 par value; 80,000,000 shares authorized; 31,515,000 and 31,475,000 shares issued and outstanding as of July 31, 2017 and October 31, 2016	31,515	31,475
Additional paid-in capital	257,035	237,075
Accumulated deficit	(228,948)	(197,311)
Total stockholders' equity	59,602	71,239
Total liabilities and stockholders' equity	$ 105,310	$ 87,488

XML

Balance Sheets (unaudited) (Parenthetical) - $ / shares	Jul. 31, 2017	Oct. 31, 2016
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized	20,000,000	20,000,000
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized	80,000,000	80,000,000
Common stock, issued	31,515,000	31,475,000
Common stock, outstanding	31,515,000	31,475,000

XML

Statements of Operations (unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Jul. 31, 2017	Jul. 31, 2016	Jul. 31, 2017	Jul. 31, 2016
Revenue
Product sales and services	$ 100,420		$ 220,282
Product sales and services - related parties	89,592		148,418
Total revenue	190,012		368,700
Cost of revenue	(23,884)		(80,756)
Gross income	166,128		287,944
Operating expenses
General and administrative expenses	163,857	28,892	319,581	150,450
Total operating expenses	163,857	28,892	319,581	150,450
Profit (Loss) from operations	2,270	(28,892)	(31,637)	(150,450)
Net profit (loss) for the period	$ 2,270	$ (28,892)	$ (31,637)	$ (150,450)
Basic and diluted net loss per common share (in dollars per share)	$ 0.00	$ (0.00)	$ (0.00)	$ (0.01)
Weighted average common shares outstanding Basic and diluted (in shares)	31,515,000	31,159,348	31,508,993	22,800,305

XML

Statements of Cash Flows (unaudited) - USD ($)	9 Months Ended
	Jul. 31, 2017	Jul. 31, 2016
Cash flows from operating activities
Net loss	$ (31,637)	$ (150,450)
Adjustments to reconcile net loss to net cash used in operating activites
Common stock issued for services		31,000
Changes in operating assets and liabilities:
Increase in accounts receivable	(39,465)
Increase in accounts receivable - related parties	(49,765)
Increase in inventory	(12,876)
Increase in accounts payable	29,459	44,085
Net cash used in operating activities	(104,284)	(75,365)
Cash flows from financing activities
Loan from related party		50
Cash received from sale of common stock	20,000	120,000
Net cash provided by financing activities	20,000	120,050
Increase in cash and cash equivalents	(84,284)	44,685
Cash, beginning balance	87,488
Cash, ending balance	3,204	44,685
Non-cash financing and investing activities
Forgiveness of related party loan payable		$ 50

XML

ORGANIZATION AND OPERATIONS

9 Months Ended

Jul. 31, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND OPERATIONS

NOTE 1 - ORGANIZATION AND OPERATIONS

The Company was incorporated, as Bare Metal Standard, Inc., on November 12, 2015 under the laws of the State of Idaho.  The Company plans to engage in the business of kitchen exhaust cleaning.

XML

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Jul. 31, 2017

Accounting Policies [Abstract]

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim financial statements of Bare Metal Standard, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto for the period  ended October 31, 2016 contained in the Company’s Form S 1/A  originally filed with the Securities and Exchange Commission on January 9, 2017.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.  The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year.  Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the period ended October 31, 2016 as reported in the Company’s Form S 1/A have been omitted.

Earnings (Loss) per Share

Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period.  Diluted earnings (loss) per share is computed by dividing net income (loss), adjusted for changes in income or loss that resulted from the assumed conversion of convertible shares, by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. As of July 31, 2017, there were no potentially dilutive securities included in the calculation as their effect was anti-dilutive.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 Recently Adopted Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Accounts Receivable

Accounts receivable are stated at the amount management expects to collect from outstanding balances.  Accounts receivable as of July 31, 2017 consists of amounts owing by franchisees for monthly royalty commitments and for product sales to customers, including the cost of freight incurred to ship the product.  An allowance for doubtful accounts will be provided for those accounts receivable considered to be uncollectable based on historical experience and management’s evaluation of outstanding accounts receivable at the end of the period. Bad debts will be written off against the allowance when identified. The Company determined that no allowance was required at July 31, 2017.

Inventory

As at, July 31, 2017 the Company had $12,876 worth of inventory, valued on an average cost basis.  The inventory is reviewed at least quarterly and adjusted for obsolescence and discrepancies.

Revenue Recognition

The Company derives revenue from the sale of franchises, and products, services and training to support the franchisees.

The Company recognizes revenue when it is realized or realizable and earned, and therefore only recognizes revenue when a franchise agreement has been entered into and the franchise fee received.  The Company recognizes revenue from the sale of products and services when the product has been shipped or the services have been provided in accordance with the contract entered into with the customer.

The Company must meet all of the following four criteria in order to recognize revenue:

• Persuasive evidence of an arrangement exists

• Delivery has occurred

• The sales price is fixed or determinable

• Collection is reasonably assured

Payments received in advance of satisfaction of the relevant criteria for revenue recognition are recorded as advances from customers.

XML

GOING CONCERN

9 Months Ended

Jul. 31, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN

NOTE 3 - GOING CONCERN

The accompanying unaudited interim financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the financial statements, during the nine months ended July 31, 2017, the Company incurred a net loss of $31,637 and an accumulated deficit of $228,948 as of the same date.  If the Company is unable to generate profits and is unable to continue to obtain financing for its working capital requirements, it may have to curtail its business sharply or cease business altogether.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The financial statements do not include any adjustment relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company is taking certain steps to provide the necessary capital to continue its operations. These steps included, but are not limited to: 1) focus on sales to minimize the need for capital at this stage; 2) raising equity financing; 3) continuous focus on reductions in cost where possible.

XML

RELATED PARTY TRANSACTIONS

9 Months Ended

Jul. 31, 2017

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 4 – RELATED PARTY TRANSACTIONS

During the three months and nine months ended July 31, 2017 the Company shipped $89,592 and $148,418, respectively, worth of product and freight to one related company.

We have entered into a verbal agreement with Taylor Brothers to use two of their offices until we raise 66% of our offering. At that time we will begin paying $5,000 per month to Taylor Brothers.

XML

STOCKHOLDERS' EQUITY

9 Months Ended

Jul. 31, 2017

Stockholders' Equity Note [Abstract]

STOCKHOLDERS' EQUITY

NOTE 5 - STOCKHOLDERS' EQUITY

Common Stock

As of July 31, 2017, there were 80,000,000 shares of common stock authorized having a par value of $0.001 and there were 31,515,000 issued and outstanding.

During the nine months ended July 31, 2017 the Company sold, for cash, 40,000 restricted common shares units to three investors at a cost of $0.50 per share unit for total proceeds of $20,000. Each unit consists of one share of our common stock, and one warrant to purchase one share of common stock within 24 months of issuance, for $2.00

Preferred Stock

As of July 31, 2017, there were 20,000,000 preferred shares authorized having a par value of $0.001, and none issued.

Common Stock Warrants

During the nine months ended July 31, 2017 the Company sold, for cash, 40,000 restricted common shares units to three investors at a cost of $0.50 per share unit for total proceeds of $20,000. Each unit consists of one share of our common stock, and one warrant to purchase one share of common stock within 24 months of issuance, for $2.00

XML

MAJOR CUSTOMERS AND ACCOUNTS RECEIVABLE

9 Months Ended

Jul. 31, 2017

Risks and Uncertainties [Abstract]

MAJOR CUSTOMERS AND ACCOUNTS RECEIVABLE

NOTE 6 – MAJOR CUSTOMERS AND ACCOUNTS RECEIVABLE

The Company has unrelated customers and one related party customer, whose revenue, during the nine months ended July 31, 2017 represented in excess of 10% of the total revenue and in excess of 10% of total accounts receivable.

Concentration of Revenue-

During the nine months ended July 31, 2017 the Company collected royalties and sold product, including freight, totaling $148,418 or 40.5% of its total revenue, to one related company and $70,927 or 19.4% to one non-related party.

Concentration of Accounts Receivable-

As of July 31, 2017, one related party accounted for $49,765 or 55.8% of total accounts receivable. One non-related party accounted for $16,718 or 18.7% of total accounts receivable; a second non-related party accounted for $11,154 or 12.5% of total accounts receivable.

XML

SUBSEQUENT EVENTS

9 Months Ended

Jul. 31, 2017

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 7 – SUBSEQUENT EVENTS

On August 9, 2017 the Company sold 40,000 common shares to an investor at a cost of $0.50 per share for total proceeds of $20,000. In addition, the Company, on August 9, 2017, also issued 70,000 shares, to two vendors, at a cost of $0.50 per share for a total cost of $35,000.

XML

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Jul. 31, 2017

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited interim financial statements of Bare Metal Standard, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto for the period  ended October 31, 2016 contained in the Company’s Form S 1/A  originally filed with the Securities and Exchange Commission on January 9, 2017.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.  The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year.  Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the period ended October 31, 2016 as reported in the Company’s Form S 1/A have been omitted.

Earnings (Loss) per Share

Earnings (Loss) per Share

Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period.  Diluted earnings (loss) per share is computed by dividing net income (loss), adjusted for changes in income or loss that resulted from the assumed conversion of convertible shares, by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. As of July 31, 2017, there were no potentially dilutive securities included in the calculation as their effect was anti-dilutive.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Accounts Receivable

Accounts Receivable

Accounts receivable are stated at the amount management expects to collect from outstanding balances.  Accounts receivable as of July 31, 2017 consists of amounts owing by franchisees for monthly royalty commitments and for product sales to customers, including the cost of freight incurred to ship the product.  An allowance for doubtful accounts will be provided for those accounts receivable considered to be uncollectable based on historical experience and management’s evaluation of outstanding accounts receivable at the end of the period. Bad debts will be written off against the allowance when identified. The Company determined that no allowance was required at July 31, 2017.

Inventory

Inventory

As at, July 31, 2017 the Company had $12,876 worth of inventory, valued on an average cost basis.  The inventory is reviewed at least quarterly and adjusted for obsolescence and discrepancies.

Revenue Recognition

Revenue Recognition

The Company derives revenue from the sale of franchises, and products, services and training to support the franchisees.

The Company recognizes revenue when it is realized or realizable and earned, and therefore only recognizes revenue when a franchise agreement has been entered into and the franchise fee received.  The Company recognizes revenue from the sale of products and services when the product has been shipped or the services have been provided in accordance with the contract entered into with the customer.

The Company must meet all of the following four criteria in order to recognize revenue:

• Persuasive evidence of an arrangement exists

• Delivery has occurred

• The sales price is fixed or determinable

• Collection is reasonably assured

Payments received in advance of satisfaction of the relevant criteria for revenue recognition are recorded as advances from customers.

XML

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Jul. 31, 2017	Oct. 31, 2016
Accounting Policies [Abstract]
Inventory	$ 12,876

XML

GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Jul. 31, 2017	Jul. 31, 2016	Jul. 31, 2017	Jul. 31, 2016	Oct. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ 2,270	$ (28,892)	$ (31,637)	$ (150,450)
Accumulated deficit	$ (228,948)		$ (228,948)		$ (197,311)

XML

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Jul. 31, 2017	Jul. 31, 2016	Jul. 31, 2017	Jul. 31, 2016
Revenue from related party	$ 89,592		$ 148,418
Taylor Brothers Inc [Member] | Verbal Agreement [Member]
Minimum percentage of offering to be raised			66.00%
Monthly rent paid			$ 5,000

XML

STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)

9 Months Ended

Jul. 31, 2017

Jul. 31, 2016

Oct. 31, 2016

Common stock, authorized

80,000,000

80,000,000

Common stock, par value (in dollars per share)

$ 0.001

$ 0.001

Common stock, issued

31,515,000

31,475,000

Common stock, outstanding

31,515,000

31,475,000

Preferred stock, authorized

20,000,000

20,000,000

Preferred stock, par value (in dollars per share)

$ 0.001

$ 0.001

Preferred stock, issued

0

0

Cash received from sale of common stock

$ 20,000

$ 120,000

Restricted Common Shares Units [Member] | Three investors [Member]

Number of shares sold

40,000

Share price (in dollars per share)

$ 0.50

Cash received from sale of common stock

$ 20,000

Description of common stock

Each unit consists of one share of our common stock, and one warrant to purchase one share of common stock within 24 months of issuance, for $2.00.

Restricted Common Shares Units [Member] | Three investors [Member] | Warrant [Member]

Number of shares sold

40,000

Share price (in dollars per share)

$ 0.50

Cash received from sale of common stock

$ 20,000

Description of common stock

Each unit consists of one share of our common stock, and one warrant to purchase one share of common stock within 24 months of issuance, for $2.00.

XML

MAJOR CUSTOMERS AND ACCOUNTS RECEIVABLE (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Jul. 31, 2017	Jul. 31, 2016	Jul. 31, 2017	Jul. 31, 2016
Revenue from related party	$ 89,592		$ 148,418
Sales Revenue, Net [Member] | One Related Company [Member]
Revenue from related party			$ 148,418
Concentration risk, percentage			40.50%
Sales Revenue, Net [Member] | One Non-Related Party [Member]
Revenue from related party			$ 70,927
Concentration risk, percentage			19.40%
Accounts Receivable [Member] | One Related Company [Member]
Concentration risk, percentage			55.80%
Accounts receivable - related parties	49,765		$ 49,765
Accounts Receivable [Member] | One Non-Related Party [Member]
Concentration risk, percentage			18.70%
Accounts receivable - related parties	16,718		$ 16,718
Accounts Receivable [Member] | Second Non-Related Party [Member]
Concentration risk, percentage			12.50%
Accounts receivable - related parties	$ 11,154		$ 11,154

XML

SUBSEQUENT EVENTS (Details Narrative) - USD ($)		9 Months Ended
	Aug. 09, 2017	Jul. 31, 2017	Jul. 31, 2016
Cash received from sale of common stock		$ 20,000	$ 120,000
Investors [Member] | Subsequent Event [Member]
Number of shares sold	40,000
Share price (in dollars per share)	$ 0.50
Cash received from sale of common stock	$ 20,000
Two Vendors [Member] | Subsequent Event [Member]
Number of shares issued	70,000
Issued price (in dollars per share)	$ 0.50
Value of shares issued	$ 35,000