BARE METAL STANDARD INC. (Form: S-1, Received: 03/22/2016 06:04:12)

As filed with the Securities and Exchange Commission on March 21, 2016

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM S1

_____________________

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BARE METAL STANDARD, INC.

(Exact name of registrant as specified in its charter)

Idaho		7374		47-5572388
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Bare Metal Standard, Inc.

3604 S. Banner St.

Boise, ID 83709

208-898-9379

E-mail:

(Address, including zip code, and telephone number,

including area code, of registrant's principal executive offices)

James Bedal

3604 S. Banner St.

Boise, ID 83709

208-898-9379

(Name, address, including zip code, and telephone number,

Including area code, of agent for service)

______________________________

Copies of Communications to:

Thomas C. Cook, Esq.

8250 W. Charelston Blvd, Las Vegas, Nevada 89117

702-242-0099

As soon as practicable after the effective date of this Registration Statement

(Approximate date of commencement of proposed sale to the public)

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

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	¨	(Do not check if a smaller reporting company)		Smaller reporting company	x

CALCULATION OF REGISTRATION FEE

Title of each Class of Securities to be Registered	Amount to be Registered		Proposed Maximum Offering Price Per Unit			Proposed Maximum Aggregate Offering Price			Amount of Registration Fee
				(2	)		(3	)		(1	)
Common Stock $0.001 par value to be sold by selling shareholders		12,000,000	$	.50		$	6,000,000			604.20

(1)

Registration Fee has been paid via Fedwire.

(2)

This is the initial offering and no current trading market exists for our common stock

(3)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) of the Securities Act.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

PROSPECTUS

BARE METAL STANDARD, INC.

6,000,000 Shares of Common Stock

$0.50 per share

Date of Prospectus: Subject to Completion

Prior to this Offering, no public market has existed for the common stock of BARE METAL STANDARD, INC. (BMS) Upon completion of this Offering, we will attempt to have the shares quoted on the Over the Counter-Bulletin Board ("OTCBB"), operated by FINRA (Financial Industry Regulatory Authority). There is no assurance that the Shares will ever be quoted on the OTCBB. To be quoted on the OTCBB, a market maker must apply to make a market in our common stock. As of the date of this Prospectus, we have not made any arrangement with any market makers to quote our shares.

This is the initial offering of common stock of Bare Metal Standard, Inc. and no public market currently exists for the securities being offered. We are offering for sale a total of 6,000,000 shares of common stock and 6,000,000 warrants at a fixed price of $0.50 per share. The shares and warrants are being sold as a Unit. There is no minimum number of shares that must be sold by us for the offering to proceed, and we will retain the proceeds from the sale of any of the offered shares. We have not made any arrangements to place funds raised in this offering in an escrow, trust or similar account. Any investor who purchases shares in this offering will have no assurance that other purchasers will invest in this offering. Accordingly, if we file for bankruptcy protection or a petition for insolvency bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankruptcy laws.

The offering is being conducted on a self-underwritten, best efforts basis, which means our CEO, James Bedal, will attempt to sell the shares. This Prospectus will permit our CEO to sell the shares directly to the public, with no commission or other remuneration payable to him for any shares he may sell. In offering the securities on our behalf, he will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934.

BARE METAL STANDARD, INC. is a development stage company and currently has limited business operations. Any investment in the Shares offered herein involves a high degree of risk. You should only purchase Shares if you can afford a complete loss of your investment.

We are an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") and, as such, may elect to comply with certain reduced public company reporting requirements for future filings.

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. BEFORE INVESTING, YOU SHOULD CAREFULLY READ THIS PROSPECTUS AND, PARTICULARLY, THE RISK FACTORS SECTION, BEGINNING ON PAGE 8.

Neither the U.S. Securities and Exchange Commission ("SEC") nor any state securities division has approved or disapproved these securities, or determined if this Prospectus is current, complete, truthful or accurate. Any representation to the contrary is a criminal offense.

TAB LE OF CONTENTS

		Page
Summary of Prospectus		5
	A Cautionary Note on Forward-Looking Statements	5
	General Information about Our Company	5
	Current Status of the Company	6
	Implications of Being an Emerging Growth Company	6
	The Offering	7
Risk Factors		8
	Risks Associated with Bare Metal Standard Inc.	8
	Risk Associated with This Offering	9
	Risk Related to our Business and Industry	13
Use of Proceeds		18
Determination of Offering Price		18
Term of the Offering		19
Offering Proceeds		19
Description of Securities to be registered		19
Common Stock		19
Non-Cumulative Voting		19
Cash Dividends		19
Interest of named experts and counsel		19
Dilution		20
Information with respect to the registrant description of business		20
Plan of Operation		22
	Finance	26
	Off Balance Sheet arrangements	26
	Limited operating history: Need for additional capital	26
	Number of employees	26
Directors, Executive Officers, Promoter and Control Persons		27
	Term of Office	28
	Security ownership of certain beneficial owners and management	28
Plan of Distribution		29
	Governmental Controls, Approval and Licensing Requirements	29
	Reports to Security Holders	29
	Legal Proceedings	29
Market Price of and dividends on the registrants common equity and related stockholder matters		30
	Holder of our Common Stock	30
	Registration Rights	30
	Dividends	30
	Rule 144 Shares	30
	Reports	30
	Transfer Agent	30
Financial Statements and Selected Financial Data		32
	Statement of Operations	33
	Statement of Stockholders Deficit	34
	Statement of Cash Flow	35
	Notes to Financial Statements	36

SUMM ARY OF PROSPECTUS

You should read the following summary together with the more detailed business information, financial statements and related notes that appear elsewhere in this Prospectus. In this Prospectus, unless the context otherwise denotes, references to "we," "us," "our", “BMS" and "Company" are to BARE METAL STANDARD, INC.

A Cauti onary Note on Forward-Looking Statements

This Prospectus contains forward-looking statements, which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors," that may cause our industry's actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Gen eral Information about Our Company

Bare Metal Standard was incorporated in the State of Idaho on November 12, 2015 and our fiscal year end is October 31. The Company was formed to engage in the business of commercial kitchen grease exhaust system cleaning. The Company seeks to develop synergistic business franchises which provide services to restaurants, health care industry, prisons and schools throughout the United States.

The Company's website is Baremetalstandard.com.

We intend to provide franchise opportunities in the service of commercial kitchen grease exhaust systems. We will support our franchises through a centralized workflow system developed by us. The application is capable of managing hundreds of franchises and thousands of customers’ locations throughout the United States.

Where you can find us:

Corporate Office:

3604 S. Banner St.

Boise, ID 83709

208-898-9379

Sales and Marketing Office:

3604 S. Banner St.

Boise, ID 83709

208-898-9379

Curr ent Status of the Company

We are a development stage company. Our business model is designed around five business units:

management services,	equipment manufacturing and leasing

government/public affairs	strategic partnerships	branding.

Through our team and these units, we expect to drive revenues to our shareholders by working with local and federal governments and established industry partners. Our mission is to become the global leader in our field of expertise.

We believe it is advantageous to go public at this time, due to the potential to raise additional funds in the capital markets. As a public company we would have access to more financing options, as investors generally have greater liquidity to exit their investment. However, there are significant disadvantages to going public, including the possibility that liquidity in our market will not occur, there is no guarantee that we will be able to secure financing at rates favorable to us, and increased costs to be a public company. We anticipate this offering will cost $65,000 and we will incur $40,000 in professional fees to remain public in the next 12-months.

At present, we have enough cash on hand to fund the continued and ongoing development of our company, initial marketing efforts general operating expenses, legal expenses and accounting fees. In order to proceed with our business plan, we will have to find additional sources of funds, like a second public offering, a private placement of securities or debt. Equity financing could result in additional dilution to then existing shareholders. If we are unable to meet our needs for cash from either money that we raise from our equity, or other alternative sources such as debt financing, we may be unable to continue to maintain, develop or expand our operations.

This is our initial public offering. We are registering a total of 12,000,000 shares of our common stock for sale. The company is registering in this prospectus 6,000,000 common shares and 6,000,000 common shares underlying the warrants to purchase common stock. The investors in the Company’s offering pursuant to this prospectus will pay $.50 per unit, each unit consisting of one share of common stock and one common stock purchase warrant. The Company will issue the common stock purchase warrants to investors on a “one-for-one” basis. For each share of common stock purchased the investor will receive one warrant to purchase one share of common stock. Each warrant entitles the holder to purchase one share of common stock. There are a total of 6,000,000 warrant to be issued. The selling shareholders will sell their shares at a fixed price of $.50 per share until the securities are quoted for trading on the OTC Bulletin Board, or on a recognizable market or exchange, and thereafter at prevailing market prices or privately negotiated prices. The Company will receive proceeds from the sale of the 6,000,000 common shares that are being registered. The Company will receive $12,000,000 if all 6,000,000 warrants are exercised at $2.00 per share.

This offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this Prospectus.

Impl ications of Being an Emerging Growth Company

We are an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could remain an "emerging growth company" for up to five years, or until the earliest of (a) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (b) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (c) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.

We are also considered a "smaller reporting company," If we are still considered a "smaller reporting company" at such time as we cease to be an "emerging growth company," we will be subject to increased disclosure requirements. However, the disclosure requirements will still be less than they would be if we were not considered either an "emerging growth company" or a "smaller reporting company."

For more information, please see our Risk Factor entitled " As an "emerging growth company" under the jumpstart our business startups act (JOBS), we are permitted to rely on exemptions from certain disclosure requirements."

The Off ering

Following is a brief summary of this Offering. Please see the Plan of Distribution and Terms of the Offering sections for a more detailed description of the terms of the Offering.

Securities being Offered	An aggregate of 12,000,000 shares of common stock: 6,000,000 common shares and 6,000,000 common shares underlying the warrants to purchase common stock, which are being offered. The offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this prospectus.
Price per share	The Company will sell their shares at a fixed price per share of $0.50 for the duration of this Offering, or until the securities are quoted for trading on the OTC Bulletin Board or on a recognizable market or exchange, and thereafter at prevailing market prices or privately negotiated prices.
Securities Issued	31,000,000 restricted shares of common stock are issued and outstanding.
Offering Proceeds	The Company will receive the proceeds from the sale of the 12,000,000 common shares that are being registered. The company will receive $3,000,000 if all common shares are sold and $12,000,000 if all the 6,000,000 warrants are exercised at $2.00 per share.
Registration costs	We estimate our total offering registration costs to be $105,000. This includes pay for legal expenses, accounting fees, transfer agent costs, filing fees, printing, and correspondence with our shareholders.

Our officers and directors, control persons and/or affiliates do not intend to purchase any Shares in this Offering. Our executive officers and directors will own 69.7% of our common stock.

RIS K FACTORS

An investment in these securities involves a high degree of risk and is speculative in nature. In addition to the other information regarding the Company contained in this Prospectus, you should consider many important factors in determining whether to purchase Shares. Following are what we believe are material risks related to the Company and an investment in the Company.

Risks Associ ated With BARE METAL STANDARD, INC.:

We have a limited operating history and have no profits which we expect to continue into the future. There is no assurance our future operations will result in continued profitable revenues. If we cannot generate sufficient revenues to operate profitably, we may suspend or cease operations.

We were incorporated on November 12, 2015 and we have not fully developed our proposed business operations and have no significant revenue. We have limited operating history upon which an evaluation of our future success or failure can be made. Our net loss since inception to January 31, 2016, was $31,014 of which most is for professional fees in connection with this Offering.

Our ability to maintain profitability and positive cash flow is dependent upon:

Our ability to attract new franchisees

Our ability to generate sufficient revenue through the sale and royalties of our franchises.

Based upon current plans, we expect to incur minimal operating profits or losses in future periods because we will be incurring expenses that may exceed revenues. We cannot guarantee that we will be successful in generating sufficient revenues in the future. In the event the Company is unable to generate sufficient revenues, it may be required to seek additional funding. Such funding may not be available, or may not be available on terms which are beneficial and/or acceptable to the Company. In the event the Company cannot generate sufficient revenues and/or secure additional financing, the Company may be forced to cease operations and investors will likely lose some or all of their investment in the Company.

Because our officers and directors have other outside business activities and will have limited time to spend on our business, our operations may be sporadic, which may result in periodic interruptions or suspensions of operations .

Because our officers and directors have other outside business activities and will only be devoting between 25-50% of their time, or 20-30 hours per week each to our operations, our operations may be sporadic and occur at times which are convenient. However, these outside interests may deter from the development of BARE METAL STANDARD, INC. In the event they are unable to fulfill any aspect of their duties to the Company, we may experience a shortfall or complete lack of sales resulting in little or no profits and eventual closure of the business.

Our controlling stockholders have significant influence over the Company.

As of January 31, 2016 , the Company's officers and directors own 96.8% of the outstanding common stock. As a result they will possess a significant influence over our affairs and may have the effect of delaying or preventing a future change in control, impeding a merger, consolidation, takeover or other business combination or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company, which in turn could materially and adversely affect the market price of our common stock. Minority shareholders of the Company will be unable to affect the outcome of stockholder voting as long as our sole officer and director retains a controlling interest.

Our current officers and directors may set salaries and perquisites in the future, which the Company is unable to support with its current assets.

There are as yet no written agreements, and our officers and directors may decide to award themselves salaries and other benefits. The Company does not have significant revenues, and there is no guarantee that have significant revenue in the near future. We will be unable to support any higher salaries or other benefits for management, which will cause us to cease operations.

Risks Asso ciat ed With This Offering

If we do not file a Registration Statement on Form 8-A to become a mandatory reporting company under Section 12(g) of the Securities Exchange Act of 1934 ("Exchange Act"), we will continue as a reporting company and will not be subject to the proxy statement requirements, and our officers, directors and 10% stockholders will not be required to submit reports to the SEC on their stock ownership and stock trading activity, all of which could reduce the value of your investment and the amount of publicly available information about us.

As a result of this offering as required under Section 15(d) of the Securities Exchange Act of 1934, we will file periodic reports with the Securities and Exchange Commission through October 31, 2016, including a Form 10-K for the year ended October 31, 2016, assuming this registration statement is declared effective before that date. At or prior to March 31, 2016, we intend to voluntarily file a registration statement on Form S1 which will subject us to all of the reporting requirements of the Exchange Act. This will require us to file quarterly and annual reports with the SEC and will also subject us to the proxy rules of the SEC. In addition, our officers, directors and 10% stockholders will be required to submit reports to the SEC on their stock ownership and stock trading activity. We are not required under Section 12(g) or otherwise to become a mandatory Exchange Act filer unless we have more than 2,000 shareholders (of which 500 may be unaccredited) and total assets of more than $10 million on January 31, 2016 . If we do not file a registration statement on Form 8-A at or prior to October 31, we will continue as a reporting company and will not be subject to the proxy statement requirements of the Exchange Act, and our officers, directors and 10% stockholders will not be required to submit reports to the SEC on their stock ownership and stock trading activity.

The shares being offered are defined as "penny stock", the rules imposed on the sale of the shares may affect your ability to resell any shares you may purchase, if at all.

The shares being offered are defined as a "penny stock" under the Securities and Exchange Act of 1934, and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $6,000,000 or annual income exceeding $200,000, or $300,000 jointly with spouse, or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser and receive the purchaser's written agreement prior to the sale. In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may affect the ability of broker-dealers to make a market in or trade our common stock and may also affect your ability to resell any shares you may purchase in this offering in the public markets.

Market for penny stock has suffered in recent years from patterns of fraud and abuse

Stockholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. N

Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.

Due to the lack of a trading market for our securities, you may have difficulty selling any shares you purchase in this Offering.

There currently is no public trading market for our common stock. Therefore there is no central place, such as a stock exchange or electronic trading system, to resell your shares. If you do want to resell your shares, you will have to locate a buyer and negotiate your own sale. We plan to contact a market maker to file an application on our behalf to have our common stock listed for quotation on the Over-the-Counter Bulletin Board (OTCBB) immediately following the effectiveness of this Registration Statement. The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter (OTC) securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. Market Makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their required filing during that time. We cannot guarantee that our application will be accepted or approved and our stock listed and quoted for sale. As of the date of this filing, there have been no discussions or understandings between the Company or anyone acting on our behalf with any market maker regarding participation in a future trading market for our securities.

The lack of a public trading market for our shares may have a negative effect on your ability to sell your shares in the future and it also may have a negative effect on the price, if any, for which you may be able to sell your shares. As a result an investment in the Shares may be illiquid in nature and investors could lose some or all of their investment in the Company.

Our status as an "emerging growth company" under the JOBS Act OF 2012 may make it more difficult to raise capital when we need to do it.

Because of the exemptions from various reporting requirements provided to us as an "emerging growth company" and because we will have an extended transition period for complying with new or revised financial accounting standards, we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.

We will not be required to comply with certain provisions of the Sarbanes-Oxley Act for as long as we remain an "emerging growth company."

We are not currently required to comply with the SEC rules that implement Sections 302 and 404 of the Sarbanes-Oxley Act, and are therefore not required to make a formal assessment of the effectiveness of our internal controls over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with certain of these rules, which will require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. Though we will be required to disclose changes made in our internal control procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an "emerging growth company" as defined in the JOBS Act.

Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an "emerging growth company." At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating.

Reduced disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors.

As an "emerging growth company," we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies," including not being required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

We will incur ongoing costs and expenses for SEC reporting and compliance, without increased revenue we may not be able to remain in compliance, making it difficult for investors to sell their shares, if at all.

Going forward, the Company will have ongoing SEC compliance and reporting obligations, estimated as approximately $40,000 annually. Such ongoing obligations will require the Company to expend additional amounts on compliance, legal and auditing costs. In order for us to remain in compliance, we will require increased revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance, it may be difficult for you to resell any shares you may purchase, if at all.

We Are Unlikely To Pay Dividends

To date, we have not paid dividends on our common stock, nor do we intend to pay dividends in the foreseeable future, even if we become profitable. Earnings, if any, are expected to be used to advance our activities and for general corporate purposes, rather than to make distributions to stockholders. Prospective investors will likely need to rely on an increase in the price of Company stock to profit from his or her investment. There are no guarantees that any market for our common stock will ever develop or that the price of our stock will ever increase. If prospective investors purchase Shares pursuant to this Offering, they must be prepared to be unable to liquidate their investment and/or lose their entire investment.

Since we are not in a financial position to pay dividends on our common stock, and future dividends are not presently being contemplated, investors are advised that return on investment in our common stock is restricted to an appreciation in the share price. The potential or likelihood of an increase in share price is questionable at best.

Our shares may not become eligible to be traded electronically which would result in brokerage firms being unwilling to trade them.

If we become able to have our shares of common stock listed on the OTCBB, we will then try, through a broker-dealer and its clearing firm, to become eligible with the Depository Trust Company ("DTC") to permit our shares to trade electronically. If an issuer is not "DTC-eligible," then its shares cannot be electronically transferred between brokerage accounts, which, based on the realities of the marketplace as it exists today, means that shares of a company will not likely be traded.

The market price of our shares would decline if the selling stockholders sell a large number of shares all at once or in blocks.

The company is offering 12,000,000 shares of common stock through this Prospectus. They must sell these shares at a fixed price of $0.50 until such time as they are quoted on the OTC Bulletin Board or other quotation system or stock exchange. Our common stock is presently not traded on any market or securities exchange, but should a market develop, shares sold at a price below the current market price at which the common stock is trading will cause that market price to decline. Moreover, the offer or sale of large numbers of shares at any price may have a depressive effect on the price of our common stock in any market that may develop.

Risks Rela ted to Our Business and Industry

The Company has limited operating history which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.

The Company will be operating in an industry that is characterized by rapid innovation, competition, changing customer needs and frequent introductions of new products, procedures and services. The Company will encounter, and will continue to encounter, risks and uncertainties frequently experienced by startup companies in evolving industries. If our assumptions regarding these risks and uncertainties, which we use to plan our business, are incorrect or change in reaction to changes in the market, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations and our business could suffer.

The Companies success will depend in large part on our ability to, among other things:

☐	develop sales and a customer base,
☐	complete the development of our franchise network
☐	improve the performance and capabilities of our franchisees
☐	hire, train and retain skilled talent, including direct sales personal
☐	develop customer satisfaction, quality and ensure timely job performance
☐	develop a strategic sales network;
☐	maintain the quality of our website

If we fail to address the risks and difficulties that we face, including those associated with the challenges listed above as well as those described elsewhere in this “Risk Factors” section, our business will be adversely affected and our results of operations will suffer

If the company cannot adequately train new employees, including a direct sales force, sales of our franchises may not occur or potential customers may lose confidence in the knowledge and capability of our employees.

Our ability to effectively manage the business will depend on a number of factors, including our ability to do the following:

☐	effectively recruit, integrate, train and motivate new employees, including direct sales people,
☐	attract and satisfy new franchisees;
☐	successfully introduce the company’s $hift software to support our franchisees;
☐	establish, financial and management controls;
☐	protect our strategic assets, including our intellectual property rights; and
☐	make sound business decisions in light of the scrutiny associated with operating as a public company.

These activities will require capital expenditures and will place demands on our limited management team.

Our future financial performance and our ability to execute on our business plan will depend, in part, on our ability to finish developing our network and develop sales. There are no guarantees we will be able to do so in an efficient or timely manner, or at all. In particular, any failure to complete and implement the design of our internal based software will likely negatively impact our ability to succeed. Moreover, if we do complete the internal software and fail to manage the launch of the product and do not generate sales our business and operations, will suffer, which could negatively affect our brand, internal results of operations, attracting new franchisees and overall business.

We face intense competition, and we may not be able to compete effectively, which could reduce demand for our services and adversely affect our business and potential market share.

The market for our services is intensely and increasingly competitive and subject to rapidly changing cleaning technology and evolving standards. In addition, many companies in our target market are offering, or may soon offer, products and services that may compete with our services. Our current primary competitors generally fall into two categories: large companies and small one man operations. We expect competition to increase as other established and emerging companies enter the market, as customer requirements evolve and as new products and cleaning technologies are introduced.

Many of our competitors, particularly large companies, have longer operating histories, significantly greater financial, technical, marketing, distribution, professional services or other resources and greater name recognition than we do. In addition, many of our competitors have strong relationships with our potential customers and extensive knowledge of the industry. As a result, they may be able to respond more quickly to new or emerging customers and changes in customer requirements. Increased competition may lead to price cuts, alternative pricing structures or the introduction of products and services available for free or a nominal price. We may not be able to compete successfully against current and future competitors, and our business, results of operations and financial condition will be harmed if we fail to meet these competitive pressures.

Our ability to compete successfully in our market depends on a number of factors, both within and outside of our control. Some of these factors include ease and speed of service deployment and use, an, performance and scalability, the quality and reliability of our customer service and support, total cost of ownership, return on investment for the customer. Any failure by us to compete successfully in any one of these or other areas will adversely affect our business, results of operations and financial condition.

Moreover, current and future competitors may also make strategic acquisitions or establish cooperative relationships among themselves or with others. By doing so, these competitors may increase their ability to meet the needs of our potential customers. In addition, our prospective indirect sales channel partners may establish cooperative relationships with our competitors.

Our success is highly dependent on our ability to penetrate the market for our services as well as the growth and expansion of that market.

Our success will depend in large part on our ability to penetrate the existing market. It is difficult to predict customer demand for our services, the size, growth rate and expansion of these markets, the entry of competitive products and services or the success of existing competitive products and services.

Our ability to penetrate the existing market and any expansion of the emerging market depends on a number of factors, including the cost, performance and perceived value associated with our product, as well as customers’ willingness to adopt a different approach to our services. If we are unable to complete and sell our services, our business, results of operations and financial condition would be adversely affected.

We will derive all of our revenue from the sale of our Franchises and products.

We currently expect to derive substantially all of our revenue from the sale and support of our franchises. As such, the development and sale of our franchises is critical to our success. The Sales for our franchises is affected by a number of factors, including market acceptance, new products and services by our competitors, price changes by us or by our competitors, technological change, growth or contraction in the traditional and expanding kitchen hood cleaning market, and general economic conditions and trends. If we are unable to complete development of our franchises or get market acceptance of our business, results of operations, financial condition and growth prospects will be materially and adversely affected.

We are dependent on senior management and other key personnel, the loss of any of whom could adversely affect our business.

Our success depends in large part on the continued contributions of our senior management and other key personnel. In particular, the leadership of key management personnel is critical to the successful management of our company, the development of our products and services, and our strategic direction. We do not maintain “key person” insurance for any member of our senior management team. The loss of Mr. Bedal, the CEO of the company, would significantly delay or prevent the development of the franchises and strategic objectives and adversely affect our business.

If we are unable to attract, integrate and retain additional qualified personnel, including top talent, our business could be adversely affected.

Our success depends in part on our ability to identify, attract, integrate and retain franchisees, sales and other personnel, including technical talent from the industry. We face intense competition for qualified individuals from numerous other companies, including other commercial hood cleaning companies, many of whom have greater financial and other resources than we do. These companies also may provide more diverse opportunities and better chances for career advancement. We may incur significant costs to attract and retain qualified personnel, including significant expenditures related to salaries and benefits. If we are unable to attract, integrate and retain suitably qualified individuals who are capable of meeting our operational and managerial requirements, on a timely basis or at all, our business will be adversely affected.

Our success depends on our ability to sell our product and establish an indirect sales channel.

We need to establish indirect sales and sales channel partners, such as original equipment manufacturers, supply partners, restaurant franchises. Indirect sales channel partners are becoming an increasingly important aspect of our franchise sales. We cannot be certain that we will be able to identify suitable indirect sales channel partners. We cannot be certain that we will be able to negotiate commercially-attractive terms with any channel partner, if at all. There can be no assurance that our channel partners will comply with the terms of our commercial agreements with them or will continue to work with us when our commercial agreements with them expire or are up for renewal. If we are unable to maintain our relationships with these channel partners, or these channel partners fail to live up to their contractual obligations, our business, results of operations and financial condition could be harmed.

Economic uncertainties or downturns could materially adversely affect our business.

Current or future economic uncertainties or downturns could adversely affect our business and results of operations. Negative conditions in the general economy including conditions resulting from changes in gross domestic product growth, the continued sovereign debt crisis, financial and credit market fluctuations, political deadlock, natural catastrophes, warfare and terrorist attacks on the United States, Europe, the Asia Pacific region or elsewhere, could cause a decrease in business investments.

General worldwide economic conditions have experienced a significant downturn and continue to remain unstable. These conditions make it extremely difficult for us to forecast and plan future business activities accurately, and they could cause our potential customers to reevaluate their decisions to purchase our services. Also, customers may choose to develop in-house services as an alternative to using our services.

We cannot predict the timing, strength or duration of any economic slowdown, instability or recovery, generally or within any particular industry. If the economic conditions of the general economy or industries in which we operate do not improve, or worsen from present levels, our business, results of operations, financial condition and cash flows could be adversely affected.

Natural or man-made disasters and other similar events may significantly disrupt our business, and negatively impact our results of operations and financial condition.

Any of our franchises may be harmed or rendered inoperable by natural or man-made disasters, including earthquakes, tornadoes, hurricanes, wildfires, floods, nuclear disasters, acts of terrorism or other criminal activities, infectious disease outbreaks, and power outages, which may render it difficult or impossible for us to operate our business for some period of time. Any disruptions in operations could negatively impact our business and results of operations, and harm our reputation. In addition, we may not carry business insurance or may not carry sufficient business insurance to compensate for losses that may occur. Any such losses or damages could have a material adverse effect on our business, results of operations and financial condition.

Future sales and issuances of our capital stock or rights to purchase capital stock could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to decline.

We may issue additional securities following the completion of this offering. Future sales and issuances of our capital stock or rights to purchase our capital stock could result in substantial dilution to our existing stockholders. We may sell common stock, convertible securities and other equity securities in one or more transactions at prices and in a manner as we may determine from time to time. If we sell any such securities in subsequent transactions, investors may be materially diluted. New investors in such subsequent transactions could gain rights, preferences and privileges senior to those of holders of our common stock.

I n addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.

We also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

As a result of disclosure of information in this prospectus and in filings required of a public company, our business and financial condition will become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and results of operations could be adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business and results of operations.

USE OF PROCE EDS

We are registering a total of 12,000,000 shares of our common stock for sale. The company will issue 6,000,000 common shares and, 6,000,000 common stock purchase warrants to investors that invest in the Company’s Regulation D Rule 506(b) Private Placement Memorandum, dated November 16, 2015. The Company will receive $3,000,000 from the sale of the 6,000,000 common shares that are being registered. The company will receive $12,000,000 if all the 6,000,000 warrants are exercised at $2.00 per share.

DETE RMINATION OF OFFERING PRICE

Since our common stock is not listed or quoted on any exchange or quotation system, the offering price of the shares of common stock was determined arbitrarily by us. The offering price of the shares of our common stock does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market. In determining the offering price, we took into consideration our capital structure.

Although our common stock is not listed on a public exchange, we will be filing to obtain a quotation on the OTCBB concurrently with the filing of this Prospectus. In order to be quoted on the OTCBB, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.

In addition, there is no assurance that our common stock will trade at market prices in excess of the initial offering price as prices for the common stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity.

Prospective investors are invited to review at our offices at any reasonable hour, after reasonable advance notice, any materials available to us concerning our business. Prospective Investors are also invited to visit our offices.

The price of the current offering is fixed at $0.50 per share. This price is significantly higher than the price paid by the Company’s officers for common equity since the Company’s inception on November 12, 2015. James Bedal, the Company's CEO, Michael Taylor, the Company’s President and Jeffrey Taylor, the Company’s Secretary each paid $0.001 per share for the 10,000,000 shares of common stock they each received to offset the expenses they have incurred to get to this point.

As of January 31, 2016 , the historical net tangible book value was $0 or approximately $0.01 per share. Historical net tangible book value per share of common stock is equal to our total tangible assets less total liabilities, divided by the number of shares of common stock outstanding as of January 31, 2016.

Assuming the completion of the sale of all 6,000,000 shares of common stock in this offering, there will be 37,000,000 shares of common stock outstanding.

The following table illustrates per share of common stock dilution that may be experienced by investors at various funding levels:

Funding Level		100%		66%		33%

Proceeds	$	3,000,000	$	1,900,000	$	990,000

Shares Outstanding		37,000,000		34,960,000		32,980,000

Offering Price per Share	$	0.50	$	0.50	$	0.50

Ter ms of the Offering

This Offering commenced on the date the registration statement was declared effective (which also serves as the date of this prospectus) and continues for a period of 365 days.

O fferi ng Proceeds

We will receive from the sale of the 6,000,000 common shares $3,000,000 if all the shares are sold. The company will receive $12,000,000 if all the 6,000,000 warrants are exercised at $2.00 per share.

DESCRIPTION OF S ECU RITIES TO BE REGISTERED

Our authorized capital stock consists of 80,000,000 shares of common stock and 20,000,000 of Preferred Stock, par value $0.01 per share.

Com mon Stock

The holders of our common stock (i) have equal ratable rights to dividends from funds legally available, therefore, when, as and if declared by our Board; (ii) are entitled to share in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs; (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and (iv) are entitled to one non-cumulative vote per share on all matters on which stockholders may vote. Reference is made to the Company's Articles of Incorporation, By-laws and the applicable statutes of the State of Idaho for a more complete description of the rights and liabilities of holders of the Company's securities.

Non-c umu lative Voting

Holders of shares of our common stock do not have cumulative voting rights; meaning that the holders of 50.1% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, and, in such event, the holders of the remaining shares will not be able to elect any of our directors.

Cas h Dividends

As of the date of this Prospectus, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our Board and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

I NTER EST OF NAMED EXPERTS AND COUNSEL

None of the below described experts or counsel have been hired on a contingent basis and none of them will receive a direct or indirect interest in the Company.

Thomas C. Cook, Esq. Law Firm has issued an opinion that the shares being issued pursuant to this offering, upon issuance, are duly authorized and validly issued, fully paid, and non-assessable.

The audited financial statements of Bare Metal Standard, Inc., as of January 31, 2016 , are included in this prospectus and have been audited by MaloneBailey certified public accountants, independent auditors, as set forth in their audit report thereon appearing elsewhere herein and are included in reliance upon such reports given upon the authority of such individual as an expert in accounting and auditing.

DIL UTION

YOU WILL EXPERIENCE DILUTION OF YOUR OWNERSHIP INTEREST BECAUSE OF THE FUTURE ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK AND OUR PREFERRED STOCK.

If we raise additional capital subsequent to this Offering through the issuance of equity or convertible debt securities, the percentage ownership of our company held by existing shareholders will be reduced and those shareholders may experience significant dilution. In addition, we may also have to issue securities that may have rights, preferences and privileges senior to our Common Stock. In the event we seek to raise additional capital through the issuance of debt or its equivalents, this will result in increased interest expense.

In connection with the above transactions, although some of the investors may have also been accredited, we provided the following to all investors:

Access to all our books and records.

Access to all material contracts and documents relating to our operations.

The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access.

INFORMATION WITH RES PECT TO THE REGISTRANT DESCRIPTION OF BUSINESS

On November 12, 2015 Bare Metal Standard (“BMS” or the “Company”) was incorporated under the laws of the State of Idaho as a corporation capitalizing on the current growth in commercial kitchen grease exhaust systems cleaning. The Company is focused exclusively on the industry. The Company seeks to develop synergistic business franchises which provide services to restaurants, health care industry, prisons, schools among a few throughout the United States and the globe.

The Company provides franchise opportunities in the services of commercial kitchen grease exhaust systems (GES).

The Company supports all its franchises through a centralized workflow system named Shifts Software that the company created and owns. This application is 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 purchases consumables to leverage its buying power and maintain its uniformity.

The Companies 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 of our 50+ years of experience, equipment and processes to build a national brand to deliver a consistent level of services throughout the United States and beyond. The business model is secure with recurring revenue from the required service (by code NFPA 96) on a quarterly basis (quarterly is typical, some customers are monthly, every 2, 4, 6 months to a few who go annually) 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.

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
Wisconsin

We intend to register in the remaining States as needed.

We believe that our 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 customers renew their contracts from year to year.

We believe that the strength of the Bare Metal Standard brand, along with our history of providing a high level of consistent service, allows us to enjoy a competitive advantage in attracting, retaining and growing our franchise base. We believe our investments in systems and processes, such as routing and scheduling optimization, robust reporting capabilities and mobile customer management solutions, enable us to deliver a higher level of customer service when compared to smaller regional and local competitors.

Our focus on attracting and retaining new customers for our franchisees begins with our associates in the field, who interact with our current customers and prospective customers every day. Our associates bring a strong level of passion and commitment to the Bare Metal brand, as evidenced by the 51 plus years of retention of our management team. 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, 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

We have no assurance we will sell 100% of the shares as anticipated. Therefore we have provided for three possible ways of continuing operations. We have developed plan of operations considering sale of 33%, 66% and 100% of the shares respectively. Minimum estimated amount necessary to start our business is $82,500. We need assets to cover our costs for general business and administrative costs, marketing costs, raw materials.

IF 33% OF THE SHARES SOLD

Time frame: completed

Estimate cost: $0.00

In the beginning of our operations we will be working from our officers existing offices at Taylor Brothers, Inc. The address of the company is 3604 Banner Avenue, Boise, Idaho 83709.

2. ESTABLISH RELATIONSHIPS WITH POTENTIAL FRANCHISE PARTNERS

Time frame: 1st - 12 months.

Estimate cost: $200,000

We already had telephone negotiations with potential franchisees, which have shown interest for our services and are ready to continue negotiations once we start our business plan.

We plan to continue negotiations with them after completion of our public offer and start of our franchising process. We will have to do extensive travel to meet our objectives and service our clients.

Time frame: 2nd month.

Estimate cost: $300,000

We will be much limited in financing at this stage of development, therefore we shall engage in inexpensive promotional activities. We will prepare advertising flyers, booklets and souvenirs for handing out at industry conventions, sending out to potential clients by mail, etc. Marketing our clients will also have to be a priority. We will also retain a marketing firm who specializes in franchises.

Leaflets, booklet, catalogues, other printed advertisement				Internet advertising, banners, landing pages, groups in social networks				Marketing Firm				TOTAL:
$	50,000			$	150,000			$	100,000			$	300,000

Time frame: 3rd - 4th months.

Estimate cost: $250,000

We anticipate maintaining an inventory of products that our franchisees have to buy from us.

Time frame: 4th month - forward

Estimated cost: unknown (depends on sales volumes)

We plan to hire district sales managers, whose salaries will make 15% of monthly sales. Our district sales manager will support all new franchisees and identify potential new franchisees and areas.

They will also be attending industry conventions to recruit new franchisees.

Time frame: 1st - 12th months

Estimated cost: $240,000

We anticipate our legal fees and unforeseen expenses our first year in business. We are allowing for a cushion for any unseen expenses so it does not affect our business plan.

TOTAL COST OF ALL OPERATIONS: $990,000

To implement our plan of operations ($990,000) and pay ongoing legal fee associated with public offering we require a minimum of $102,000 as described in our Plan of Operations. Any funds raised beyond this amount will be spent on operations as described above.

IF 66% OF THE SHARES SOLD

Time frame: completed

Estimate cost: $60,000

In the beginning of our operations we will be working from our officers existing offices at Taylor Brothers, Inc. The address of the company is 3604 Banner Avenue, Boise, Idaho 83709. If we succeed in raising 66% of our goal, we will begin to pay $5,000 a month in rent to the Taylor Brothers.

2. ESTABLISH RELATIONSHIPS WITH POTENTIAL FRANCHISE PARTNERS

Time frame: 1st - 12 months.

Estimate cost: $450,000

We already had telephone negotiations with potential franchisees, which have shown interest for our services and are ready to continue negotiations once we start our business plan. We plan to continue negotiations with them after completion of our public offer and start our franchising process. We will have to do extensive travel to meet our objectives and service our clients.

Time frame: 1st month.

Estimate cost: $400,000

Time frame: 3rd - 4th months.

Estimate cost: $350,000.

We anticipate maintaining an inventory of products that our franchisees have to buy from us exclusively as part of their franchise agreement.

Time frame: 4th month - forward

Estimated cost: $ 360,000

We will hire 4 district sales managers, whose salaries will make 15% of monthly sales. Our district sales manager will support all new franchisees and identify potential new franchisees and areas.

They will also be attending industry conventions to recruit new franchisees.

Time frame: 1st - 12th months

Estimated cost: $280,000

We anticipate unforeseen expenses our first year in business. We are allowing for a cushion for any unseen expenses so it does not affect our business plan.

TOTAL COST OF ALL OPERATIONS: $106,000

To implement our plan of operations ($106,000) and pay ongoing legal fee associated with public offering we require a minimum of $165,000 as described in our Plan of Operations. Any funds raised beyond this amount will be spent on marketing our services.

IF 100% OF THE SHARES SOLD

Time frame: completed

Estimate cost: $120,000

In the beginning of our operations we will be working from our officers existing offices at Taylor Brothers, Inc. The address of the company is 3604 Banner Avenue, Boise, Idaho 83709. If we succeed in raising 100% of our goal, we will begin to pay $10,000 a month in rent to the Taylor Brothers. This will allow us to utilize warehouse space and a training facility.

2. ESTABLISH RELATIONSHIPS WITH POTENTIAL BUSINESS PARTNERS

Time frame: 1st - 12 months.

Estimate cost: $550,000

We already had telephone negotiations with potential franchisees, which have shown interest for our services and are ready to continue negotiations once we start our business plan.

We plan to continue negotiations with them after completion of our public offer and start our franchising process. We will have to do extensive travel to meet our objectives and service our clients. If we raise 100% of our goal we would be able to spend more time on the road pursuing our regions.

Time frame: 1st month.

Estimate cost: $600,000

We will prepare advertising flyers, booklets and souvenirs for handing out at industry conventions, sending out to potential clients by mail, etc. Marketing our clients will also have to be a priority. We will also retain a second marketing firm who specializes in franchises. Raising 100% of our goal would allow us to focus more resources into what we believe will be the most important factor getting started and moving forward.

Time frame: 3rd - 4th months.

Estimate cost: $600,000.

We anticipate maintaining an inventory of products that our franchisees have to buy from us exclusively as part of their franchise agreement. As our growth increases our inventory will have to increase. Some of these products will be used in our training facility.

Time frame: 4th month – and forward

Estimated cost: 530,000

We will hire 4 district sales managers, whose salaries will make 15% of monthly sales. Our district sales manager will support all new franchisees and identify potential new franchisees and areas.

They will also be attending industry conventions to recruit new franchisees. We will hire additional support staff for our office and training facility.

Time frame: 1st - 12th months

Estimated cost: $600,000

We might have to spend more on other expenses that might include equipment, office furniture, vehicles and unforeseen expenses new companies encounter.

TOTAL COST OF ALL OPERATIONS: $3,000,000

To implement our plan of operations ($3,000,000) and pay ongoing legal fee associated with public offering we require a minimum of $165,000 as our accounting fees will increase.

We plan to implement our business plan as soon as funds from public offering become available.

In summary, during 1st-4th month we should have established our office, developed our territory goals and signed our first franchise. After this point we should be ready to start more significant operations and generate revenue. During months 5th-12th we will be executing our marketing campaign. There is no assurance that we will generate any revenue in the first 12 months after completion of our offering.

OFF -BALANCE SHEET ARRANGEMENTS

We have no 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 of operations, liquidity, capital expenditures or capital resources.

LI MIT ED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL

There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Additional contact information can be found on the company’s web site baremetalstandard.com.

BARE METAL STANDARD, INC. has no significant revenue and has sustained an accumulated net loss of $31,014 for the period since inception (November 12, 2015) to January 31, 2016 . Since we have no significant revenues, we have relied upon the sale of our securities to investors and corporate officers and directors for funding.

The company has never declared bankruptcy, been in receivership, or involved in any kind of legal proceeding. The company, its officers and directors, affiliates and promoters, have not and do not intend to enter into negotiations or discussions with representatives or owners of any other businesses or companies regarding the possibility of an acquisition or merger.

Number of Emp loyees

At present, our only employees our Officers James Bedal, Michael Taylor and Jeffrey Taylor are not being paid.

However, there are as yet no written agreements, and our officers and directors may decide to award themselves salaries and other benefits. The Company does not have significant revenues, and there is no guarantee that we will have significant revenue in the near future. We will be unable to support any salaries or other benefits for management, which will cause us to cease operations.

DIRE CTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS

The names, ages and titles of our executive officers and directors are as follows:

James Bedal	52	CEO

Michael Taylor	55	President

Jeffrey Taylor	57	Secretary

The following is a brief description of the business experience of our executive officers;

James Bedal has been involved in business development since 1991. He began his product and market development career by introducing products into Japan, Korea, Australia, Singapore and China. James has served as an international market manager for Trus Joist and Extended Systems both Idaho Companies. James shifted his focus from international to domestic in 2002 when he began consulting and working in on a variety of new start-ups. As the VP of Marketing James launched products for law enforcement in 2003, 2004, and began working in the Commercial Kitchen Exhaust industry in 2005. James became involved in the International Franchise Association in 2013 and has both the product and management experience to lead this company into a National franchise brand.

Jeffrey Taylor - Secretary

Jeff Taylor is the brother of Mike Taylor and also grew up in the family business in 2004 and has since been developing his skills in both operations to include purchasing. Jeff’s personality and skills make him a great fit for the detailed requirements of supporting our franchisees.

Michael Taylor - President

Mike Taylor grew up in the family business of commercial kitchen exhaust service. Mike has never left the business and has been instrumental in creating and integrating his unique techniques and process that will Make Bare Metal Standard a leader in its category of commercial kitchen exhaust service companies. In 1989 Mike Taylor and James Bedal became founding members of International Kitchen Exhaust Cleaning Association, an organization that helped organize many small businesses performing kitchen exhaust cleaning in the United States of America. Mike has the experience required to train and maintain a level of quality Bare Metal Standard will build its brand around.

Each of our directors is appointed to hold office until the next annual meeting of our stockholders or until his respective successor is elected and qualified, or until he resigns or is removed in accordance with the provisions of the Nevada Revised Statues. Our officers are appointed by our Board of Directors and hold office until removed by the Board or until their resignation.

SECURITY O WNE RSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of January 31, 2016 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown

	Name and Address of	Amount and Nature of
Title of Class	Beneficial Owner	Beneficial Ownership	Percentage

Common Shares	James Bedal	10,000,000	32.3	%

Common Shares	Michael Taylor	10,000,000	32.3	%

Common Shares	Jeffrey Taylor	10,000,000	32.3	%

(1) A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As of January 31, 2016 , there were 31,000,000 shares of our common stock issued and outstanding.

PLAN OF DIST RIB UTION

Bare Metal Standard has 31,000,000 shares of common stock issued and outstanding as of the date of this prospectus. The Company is registering an additional 12,000,000 shares of its common stock for sale at the price of $0.50 per share. There is no arrangement to address the possible effect of the offering on the price of the stock.

In connection with the Company's selling efforts in the offering, James Bedal will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the "safe harbor” provisions of SEC Rule 3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer's securities. James Bedal is not subject to any statutory disqualification, as that term is defined in Section 3(a) (39) of the Exchange Act. James Bedal will not be compensated in connection with his participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. James Bedal is not, nor has he been within the past 12 months, a broker or dealer, and he is not, nor has he been within the past 12 months, an associated person of a broker or dealer. At the end of the offering, James Bedal will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities. James Bedal will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

Bare Metal Standard will receive all proceeds from the sale of the 12,000,000 shares being offered. The price per share is fixed at $0.50 for the duration of this offering. Although our common stock is not listed on a public exchange or quoted

G over nmental Controls, Approval and Licensing Requirements

We are not currently subject to direct federal, state or local regulation other than the requirement to have a business license for the areas in which we conduct business. We anticipate being a governmental contractor. We may be, however, subject to United States expert control restrictions.

Re por ts to Security Holders

Once this Offering is declared effective, Bare Metal Standard, Inc. will voluntarily make available an annual report including audited financials on Form 10-K to security holders. The Company will file the necessary reports with the SEC pursuant to the Exchange Act, including but not limited to, the report on Form 8-K, annual reports on Form 10-K, and quarterly reports on Form 10-Q.

We are not involved in any pending legal proceeding nor are we aware of any pending or threatened litigation against us.

MAR KET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

No public market currently exists for shares of our common stock. Following completion of this Offering, we intend to contact a market maker to file an application on our behalf to have our common stock listed for quotation on the Over-the-Counter Bulletin Board.

Of the 31,000,000 shares of common stock currently outstanding as of January 31, 2016 , 30,000,000 are owned by our officers and directors and may only be resold in compliance with Rule 144 of the Securities Act of 1933.

Hold ers of Our Common Stock

As of the date of this Prospectus statement, we have Four (4) stockholders, including management and officers and directors.

Regi stration Rights

We have no outstanding shares of common stock or any other securities to which we have granted registration rights.

The Company does not anticipate paying dividends on the Common Stock at any time in the foreseeable future. The Company's Board of Directors currently plans to retain earnings for the development and expansion of the Company's business. Any future determination as to the payment of dividends will be at the discretion of the Board of Directors of the Company and will depend on a number of factors including future earnings, capital requirements, financial conditions and such other factors as the Board of Directors may deem relevant.

After the date this Prospectus is declared effective, 31,000,000 of our outstanding shares of common stock will be "restricted securities" as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. Rule 144, as amended, is an exemption that generally provides that a person who has continuously owned shares for a six month holding period may sell the shares, provided the Company is current in its reporting obligations under the Exchange Act. The shares owned by our sole officer and director are considered control securities for the purpose of Rule 144. As such, officers, directors and affiliates are subject to certain manner of resale provisions, including an amount of restricted securities which does not exceed the greater of 1% of a company's outstanding common stock. Our officers and directors own 30,000,000 restricted shares, or 69.7% of the outstanding common stock. When these shares become available for resale, the sale of these shares by these individuals, whether pursuant to Rule 144 or otherwise, may have an immediate negative effect upon the price of the Company's common stock in any market that might develop.

Following the effective date of this Registration Statement, we will be subject to certain reporting requirements and will furnish annual financial reports to our stockholders, certified by our independent accountants, and will furnish un-audited quarterly financial reports in our quarterly reports filed electronically with the SEC. All reports and information filed by us can be found at the SEC website, www.sec.gov.

The Company is using QuickSilver Stock Transfer LLC located in Las Vegas NV. QuickSilver is a professional Transfer Agency registered with the U.S. Securities and Exchange Commission.

Report of Independent Registered Public Accounting Firm

To the Directors and Shareholders

Bare Metal Standard, Inc.

Boise, Idaho

We have audited the accompanying balance sheet of Bare Metal Standard, Inc. (the “Company”) as of January 31, 2016 and the related statements of operations, shareholders' deficit and cash flows for the period from November 12, 2015 (inception) through January 31, 2016. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Bare Metal Standard, Inc. as of January 31, 2016 and the result of its operations and its cash flows for the period from November 12, 2015 (inception) through January 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

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

/s/ MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

March 21, 2016

FINANCIAL STA TEMENTS AND SELECTED FINANCIAL DATA

The following financial information summarizes the more complete historical financial information at the end of this prospectus.

Bare Metal Standard Inc.

Balance Sheet

	January 31
	2016
Assets
Current assets
Cash	$	36
Total current assets		36

Total assets	$	36

Liabilities and Stockholders' Deficit

Current liabilities
Loan from shareholder	$	50

Total current liabilities		50

Stockholders' deficit
Preferred stock, $0.001 par value; 20,000,000 shares authorized;
none issued as of January 31, 2016
Common stock, $0.001 par value; 80,000,000 shares authorized;
31,000,000 shares issued and outstanding as of January 31, 2016		31,000
Accumulated deficit		(31,014	)
Total stockholders' deficit		(14	)

Total liabilities and stockholders' deficit	$	36

See accompanying notes to financial statements.

Bare Metal Standard, Inc.

Statement of O per ations

	From inception
	November 12, 2015
	through
	January 31, 2016

Revenue	$	-

Gross income		-

Operating expenses
General and administrative expenses		31,014
Total operating expenses		31,014

Loss from operations		(31,014	)

Net loss	$	(31,014	)

Basic and diluted net loss per share	$	(0.01	)

Weighted average shares outstanding
Basic and diluted	$	3,875,000

See accompanying notes to financial statements.

Bare Metal Standard, Inc.

Statement of Stockholders' Defi cit

November 12, 2015 (Inception) through January 31, 2016

	Preferred				Common				Additional Paid-		Accumulated			Stockholders'
	Shares		Par		Shares		Par		In Capital		Deficit			Deficit
Balances at inception, November 12, 2015		-	$	-		-	$	-	$	-	$	-		$	-

Common stock issued to founders for services		-				31,000,000		31,000		-		-			31,000

Net loss		-				-		-		-		(31,014	)		(31,014	)

Balances at January 31, 2016		-		-		31,000,000	$	31,000	$	-	$	(31,014	)	$	(14	)

See accompanying notes to financial statements.

Bare Metal Standard, Inc.

Statement of Cas h Flow

	From inception
	November 12, 2015
	through
	January 31, 2016
Cash flows from operating activities
Net loss	$	(31,014	)
Adjustments to reconcile net loss to net cash used in operating
activities
Common stock issued to founders for services		31,000
Net cash used in operating activities		(14	)

Cash flows from investing activities
Net cash used in investing activities		-

Cash flows from financing activities
Loan from related party		50
Net cash provided by financing activities		50

Increase in cash and cash equivalents		36

Cash and cash equivalents, beginning balance		-

Cash and cash equivalents, ending balance	$	36

Supplementary information
Cash paid during the year for:
Interest	$	-
Income taxes	$	-

See accompanying notes to financial statements.

Bare Metal Standard, Inc .

Note s to Financial Statements

For the period from Inception (November 12, 2015) through January 31, 2016

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

The accompanying financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. The Company has chosen October 31 as its year end.

Summary of Significant Accounting Policies

This summary of significant accounting policies of Bare Metal Standard, Inc. is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management who are responsible for the integrity and objectivity of the financial statements. These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash

Cash consists of petty cash, checking, savings, and money market accounts. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of January 31, 2016.

The Company maintains its cash in bank deposit accounts which, at times, may exceed federal insured limits.

Revenue Recognition

Revenue will consist of professional services provided and product sales at market minus any discount afforded to a client or customer.

Revenue will be recognized when persuasive evidence of an arrangement exists, pricing is fixed and determinable, collection is reasonably assured and delivery or performance of service has occurred. Customer prepayments are reflected as deferred revenue as long as there is persuasive evidence that the purchased product will be shipped within a reasonable time.

Sales revenue will be recognized upon the completion of provided professional services or the shipment of merchandise to customers.

Bare Metal Standard, Inc .

Notes to Financial Statements

For the period from Inception (November 12, 2015) through January 31, 2016

Advertising

Advertising costs are anticipated to be expensed as incurred, however, there were no advertising costs included in general and administrative expenses for the period from inception (November 12, 2015) through January 31, 2016.

Fair Value of Financial Instruments

Fair value estimates will be based on market assumptions and pertinent information available to management as of the date of financial statements.

The Company did not engage in any transaction involving derivative instruments.

As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The three levels of the fair value hierarchy are described below:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability;

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

Recent Accounting Pronouncements

The Company has evaluated the recent accounting pronouncements through January 31, 2016 and believes that none of them will have a material effect on the company’s financial statements.

Share-based Compensation – The Company will recognize share-based compensation, including stock option grants, warrants and restricted stock grants at their fair value on the grant date. Share based payment awards issued to non-employees for services rendered will be recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. Compensation expense is generally recognized on a straight-line basis over the vesting period.

Dividends - The payment of dividends by the Company in the future will be at the discretion of the Board of Directors and will depend on earnings, capital requirements and financial condition, as well as other relevant factors. The Company does not intend to pay any cash dividends in the foreseeable future but intends to retain all earnings, if any, for use in the business.

Bare Metal Standard, Inc .

Notes to Financial Statements

For the period from Inception (November 12, 2015) through January 31, 2016

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.

The Company had no common stock equivalents as of January 31, 2016.

Income taxes

The Company follows ASC Topic 740 for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of those tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities. As of January 31, 2016, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material effect on the Company.

The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months.

The Company classifies tax-related penalties and net interest as income tax expense. As of January 31, 2016, no income tax expense has been incurred.

Risks and Uncertainties - The Company’s operations and future are dependent in a large part on its ability to develop its business model in a competitive market. The Company intends to operate in an industry that is subject to intense competition and change in consumer demand. The Company's operations are subject to significant risk and uncertainties including financial and operational risks and the potential risk of business failure. The Company’s inability to meet its business plan and target customer demand may have a material adverse effect on its financial condition, results of operations and cash flows.

Bare Metal Standard, Inc .

Notes to Financial Statements

For the period from Inception (November 12, 2015) through January 31, 2016

NOTE 3 - GOING CONCERN

The accompanying 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. Since its inception the Company has been engaged, substantially, in financing activities and developing its business plan. As shown in the financial statements, during the period from inception on November 12, 2015 thru January 31, 2016, the Company incurred net losses of $31,014 and as of the same date had an accumulated deficit of $31,014. 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 steps to provide the necessary capital to continue its operations. These steps include, but are not limited to: 1) raising equity financing; 2) developing the business model to generate sales.

NOTE 4 – LOANS AND NOTES PAYABLE

During November 2015, the Company CEO loaned the Company $50 as an unsecured open line of credit.

NOTE 5 - STOCKHOLDERS' DEFICIT

As of January 31, 2016, there were 31,000,000 shares of common stock issued and outstanding and an accumulated deficit of $31,014.

Preferred Stock

As of January 31, 2016, there were 20,000,000 preferred shares authorized having a par value of $0.001, and none issued.

Common Stock

On January 21, 2016, the Company issued 30,000,000 common shares, at a cost of $0.001 per share, to its three officers and directors and 1,000,000 to a consultant to reimburse them for expenses incurred and for services provided.

NOTE 6 - RELATED PARTY TRANSACTIONS

During November 2015, the Company CEO and director loaned the Company $50 as an open unsecured line of credit.

NOTE 7 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date the financial statements were issued and has not identified any reportable events.

UNDERTAKINGS

The undersigned registrant hereby undertakes

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

To include any Prospectus required by section 10(a)(3) of the Securities Act of 1933;

ii.

To reflect in the Prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of Prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

iii.

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

Any Preliminary Prospectus or Prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

ii.

Any free writing Prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

iii.

The portion of any other free writing Prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

iv.

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: Each Prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than Prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or Prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or Prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or Prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of the corporation in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such case.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Las Vegas, Nevada on March 21, 2016

	Reraise Gaming Corporation

	By:	/s/ James Bedal
		James Bedal
		Chief Executive Officer

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated:

NAME		TITLE

/s/ James Bedal		Chief Executive Officer,

INDEX OF EXHIBITS

Exhibits		Description

Exhibit	3.1	Articles of Incorporation
	3.2	Bylaws

Exhibit	4.1	Form of subscription agreement

Exhibit	5.1	Legal Opinion Thomas Cook

Exhibit	23.1	Consent of MaloneBailey
	23.2	Consent of Thomas Cook Esq

IRS DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE CINCINNATI OH 45999-0023 005227.615275.152015.27488 1 MR 0.439 850 1 11 1 Date f this notice: 11-17-2015 Empla er Identification Number: 47-55 2388 BARE METAL STANDARD INC 3604 S BANNER ST BOISE ID 83709 005227 Form: SS-4 Numbe of this notice: CP 575 A For a sistance you may call us at: 1-800 829-4933 IF YO WRITE, ATTACH THE STUB F THIS NOTICE. WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NU Thank you for applying for an Employer Identification N you EIN 475572388. This EIN will identify you, your busine and documents, even if you have no employees. Please keep t permanent records. BER utber (EIN). We assigned s accounts, tax returns, is notice in your When filing tax documents, payments, and related corres ondence, it is very important that you use your EIN and complete name and addres exactly as shown above. Any variation may cause a delay in processing, result in incorrect information in your account, or even cause you to be assigned more than one EIN. If the information is not correct as shown above, please make the correction us ng the attached tear-off stub and return it to us. Based on the information received from you or your representative, you must file the following form(s) by the date(s) shown. Form 1120 03/15/2 16 If you have questions about the form(s) or the due dates(s) shown, you can call us at the phone number or write to us at the address shown at the top of this notice. If you need help in determining your annual accounting period Publication 538, Accounting Periods and Methods. We assigned you a tax classification based on information your representative. It is not a legal determination of you and is not binding on the IRS. If you want a legal determination classification, you may request a private letter ruling from guidelines in Revenue Procedure 2004-1, 2004-1 I.R.B. 1 (or (tax year), see n obtained from you or tax classification tion of your tax the IRS under the guidelines Revenue Procedure for the year at issue). Note: Certain tax classification elections can be requested by filing Form 8832, Entity Classification Election. See Form 8832 and its instructions for additional information. ARTICLES OF INCORPORATION (General Business) y Title 30, Chapters 21 and 29, Idaho Code Filing fee: $100 typed, $120 not typed Complete and submit the form in duplicate. /LED EFFEC 70! NOV A12Y T55E TIVE. E This general business corporation is a benefit corporation. (Check if applicable pursuant to Title 30, Chapter 20, Idaho Code) Article 1: The name of the corporation shall be: Bare Metal Standard, Inc. 100,000,000 Article 2: The number of shares the corporation is authorized to issue: Article 3: Registered agent name and address: James Bedal 3604 Banner Ave. Boise, Idaho 83709 Article 4: Incorporator name and address: James Bedal 3604 Banner Ave. Boise, Idaho 83709 Article 5: The mailing address of the corporation shall be: 3604 Banner Ave. Boise, Idaho 83709 Optional Articles (director names and addresses, for example): STATE OF IDAHO Signature of at least one incorporator: Secre ry of State use only James T. Bedal Printed Name: IDAHO SECRET:.1=.11 OF STATE 11/ 2/2015 05:00 Signature: CK:1157 T:316727 BH:1500164 1t71 100_ - = 100_00 CORP Printed Name: Signature:

Exhibit 3.2 BYLAWS Bylaws for the regulation, except as otherwise provided by statute or its Articles of Incorporation of BARE METAL STANDARD, INC. a Idaho corporation ARTICLE I. OFFICES Section 1. PRINCIPAL EXECUTIVE OFFICE. The principal executive office of the corporation shall be fixed and located at 3604 S Banner Street Boise, Idaho 83709. The Board of Directors (hereinafter the" Board") is granted full power and authority to change said principal executive office from one location to another within or without the State of Idaho. Any such change shall be noted in the Bylaws opposite this Section or this Section may be amended to state the new location. Section 2. OTHER OFFICES. Branch or subordinate offices may be established at any time by the Board at any place or places. ARTICLE II. STOCKHOLDERS Section 1. PLACE OF MEETINGS. Meetings of stockholders shall be held either at the principal executive office of the corporation or at any other place within or without the State of Idaho which may be designated by the Board. Section 2. ANNUAL MEETINGS. The annual meetings of stockholders shall be held on such date and at such time as may be fixed by the Board. At such meetings; directors shall be elected and any other proper business may be transacted. Section 3. SPECIAL MEETINGS. Special meetings of the stockholders may be called at any time by the Board, the Chairman of the Board or the President. Upon request in writing to the Chairman of the Board, the President, any Vice President or the Secretary by any person (other than the Board) entitled to call a special meeting of stockholders, the officer forthwith shall cause notice to be given to the stockholders entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the persons entitled to call the meeting may give the notice. Section 4. NOTICE OF ANNUAL OR SPECIAL MEETING. Written notice of each annual or special meeting of stockholders shall be given not less than ten (10) or more than sixty (60) days before the date of the meeting to each stockholder entitled to vote thereat. Such notice shall state the place, date and hour of the meeting and in the case of a special meeting, the purpose or purposes for which the meeting is called. Such written notice must be signed by the President, or any Vice-President, Secretary or any Assistant Secretary. Except as otherwise expressly required by law, notice of any adjourned meeting of the stockholders need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken. Notice of a stockholders' meeting shall be given either personally or by mail or by other means of written communication, addressed to the stockholder at the address of such stockholder appearing on the books of the corporation or given by the stockholder to the corporation for the purpose of notice. Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States' mail, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient. Section 5. NOTICE OF BUSINESS. At any meeting of stockholders, only such business shall be conducted as shall have been brought before the meeting (a) by or at the direction of the Board, or (b) by a stockholder of record entitled to vote at such meeting who complies with the notice procedures set forth in this Section. For business to be properly brought before a meeting by such a stockholder, the stockholder shall have given timely notice thereof in writing to the Secretary of the corporation. To be timely, such notice shall be delivered to or mailed and received at the principal executive office of the corporation not less than thirty (30) days nor more than ninety (90)days prior to the meeting; provided, however, that in the event that less than forty (40) days' notice of the date of the meeting is given by the corporation, notice by the stockholder to be timely must be so received not later than the close of business on the tenth (100 day following the day on which such notice of the date of the meeting was mailed or otherwise given. Such stockholder's notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the meeting (a) a brief description of the business desired to be brought before the meeting, and in the event that such business includes a proposal to amend either the Articles of Incorporation or the Bylaws of the corporation, the language of the proposed amendment, (b) the name and address of the stockholder proposing such business, (c) the class and number of shares of stock of the corporation which are owned by such stockholder, and (d) any material personal interest of such stockholder in such business. If notice has not been given pursuant to this Section, the Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that the proposed business was not properly brought before the meeting, and such business may not be transacted at the meeting. Section 6. NOTICE OF BOARD CANDIDATE. At any meeting of stockholders, a person may be a candidate for election to the Board only if such person is nominated (a) by or at the direction of the Board, (b) by any nominating committee or person appointed by the Board, or (c) by a stockholder of record entitled to vote at such meeting who complies with the notice procedures set forth in this Section. To properly nominate a candidate, a stockholder shall give timely notice of such nomination in writing to the Secretary of the corporation. To be timely, such notice shall be delivered to or mailed and received at the principal executive office of the corporation not less than thirty days nor more than ninety days prior to the meeting; provided, however, that in the event that less than forty days' notice of the date of the meeting is given by the corporation, notice of such nomination to be timely must be so received not later than the close of business on the tenth (100 day following the day on which such notice of the date of the meeting was mailed or otherwise given. Such stockholder's notice to the Secretary shall set forth (a) as to each person whom the stockholder proposes to nominate (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class and number of shares of stock of the corporation which are owned by the person, and (iv) any other information relating to the person that would be required to be disclosed in a solicitation of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934; and (b) as to the stockholder giving the notice (i) the name and address of such stockholder and (ii) the class and number of shares of stock of the corporation owned by such stockholder. The corporation may require such other information to be furnished respecting any proposed nominee as may be reasonably necessary to determine the eligibility of such proposed nominee to serve as a director of the corporation. No person shall be eligible for election by the stockholders as a director at any meeting unless nominated in accordance with this Section. 2 Section 7. QUORUM AND ADJOURNMENT. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for holding all meetings of stockholders, except as otherwise provided by applicable law or by the Articles of Incorporation; provided, however, that the stockholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough stockholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum. If it shall appear that such quorum is not present or represented at any meeting of stockholders, the Chairman of the meeting shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. The Chairman of the meeting may determine that a quorum is present based upon any reasonable evidence of the presence in person or by proxy of stockholders holding a majority of the outstanding votes, including without limitation, evidence from any record of stockholders who have signed a register indicating their presence at the meeting. Section 8. VOTING. In all matters except the election of Directors, when a quorum is present at any meeting, the vote of the holders of a majority of the capital stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of applicable law or of the Articles of Incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. Such vote may be viva voce or by written ballot; provided, however, that the Board may, in its discretion, require a written ballot for any vote, and further provided that all elections for directors must be by written ballot upon demand made by a stockholder at any election and before the voting begins. Unless otherwise provided in the Articles of Incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder. Notwithstanding the foregoing, at all elections of Directors of the corporation, each stockholder shall be entitled to as many votes as shall be equal to the number of such stockholder shares of capital stock entitled to vote multiplied by the number of Directors to be elected, and such stockholder, in his, her, or its sole discretion, may cast all or such votes for a single Director or may cast such votes among several Directors. 3 Section 9. RECORD DATE. The Board may fix, in advance, a record date for the determination of the stockholders entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution, or any allotment of rights, or to exercise rights in respect of any other lawful actions. The record date so fixed shall be not more than sixty (60) days nor less than ten (10) days prior to the date of the meeting nor more than sixty (60) days prior to any other action. Section 10. CONSENT OF ABSENTEES; WAIVER OF NOTICE. The transactions of any meeting of stockholders, however called and noticed, and wherever held, are as valid as though a meeting had been duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of stockholders need be specified in any written waiver of notice. Section 11. PROXIES. Every person entitled to vote shares has the right to do so either in person or by one or more persons authorized by a written proxy executed by such stockholder and filed with the Secretary. Any proxy duly executed is not revoked and continues in full force and effect until revoked by the person executing it prior to the vote pursuant thereto by a writing delivered to the corporation stating that the proxy is revoked or by a subsequent proxy executed by, or by attendance at the meeting; provided, however, that no proxy shall be valid after expiration of three (3) years from the date of its execution unless otherwise provided in the proxy. Section 12. JUDGES OF ELECTION. The Board may appoint a Judge or Judges of Election for any meeting of stockholders. Such Judges shall decide upon the qualification of the voters and report the number of shares represented at the meeting and entitled to vote, shall conduct the voting and accept the votes and when the voting is completed shall ascertain and report the number of shares voted respectively for and against each position upon which a vote is taken by ballot. The Judges need not be stockholders, and any officer of the corporation may be a Judge on any position other than a vote for or against a proposal in which such person shall have a material interest. Section 13. STOCKHOLDER LISTS. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or at the place of the meeting, and the list shall also be available at the meeting during the whole time thereof, and may be inspected by any stockholder who is present. 4 ARTICLE III. DIRECTORS Section 1. POWERS. Subject to the limitations of the Articles of Incorporation or these Bylaws or the Idaho Revised Statutes, relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board. The Board may delegate the management of the day-to-day operation of the business of the corporation to management or other persons provided that the business and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated in these Bylaws: (a) To select and remove all the other officers, agents and employees of the corporation, prescribe the powers and duties for them as may not be inconsistent with law, with the Articles of Incorporation or these Bylaws and fix their compensation. (b) To conduct, manage and control the affairs and business of the corporation and to make such rules and regulations therefor not inconsistent with law, or with the Articles of Incorporation or these Bylaws, as they may deem best. (c) To adopt, make and use a corporate seal, and to prescribe the forms of certificates of stock, and to alter the form of such seal and such certificates from time to time as in their judgment they may deem best. (d) To authorize the issuance of shares of stock of the corporation from time to time, upon such terms and for such consideration as may be lawful. (e) To borrow money and incur indebtedness for the purposes of the corporation, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefor. Section 2. NUMBER OF DIRECTORS. The authorized number of directors of the corporation shall be fixed from time to time by resolution adopted by the Board. Section 3. ELECTION AND TERM OF OFFICE. Directors shall be elected at the annual meeting of stockholders and each director shall hold office until his successor is elected and qualified or until his death, retirement, earlier resignation or removal. Section 4. VACANCIES. Any director may resign effective upon giving written notice to the Chairman of the Board, the President, Secretary or the Board, unless the notice specifies a later time for the effectiveness of such resignation. Vacancies in the Board may be filled by the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until his or her successor is elected at an annual or special meeting of the stockholders. 5 Section 5. PLACE OF MEETING. Regular or special meetings of the Board shall be held at any place designated from time to time by the Board. In the absence of such designation, regular meetings shall be held at the principal executive office of the corporation. Section 6. REGULAR MEETINGS. Regular meetings of the Board shall be held without call at such dates, times and places as the Board may establish from time to time. Call and notice of all regular meetings of the Board are hereby dispensed with. Section 7. SPECIAL MEETINGS. Special meetings of the Board for any purpose or purposes may be called at any time by the Chairman of the Board, the President or the Secretary or by any two (2) directors. Special meetings of the Board shall be held upon four (4) days' written notice or forty-eight (48) hours' notice given personally or by telephone, telegraph, telex or other similar means of communication. Any such notice shall be addressed or delivered to each director at such director's address as it is shown upon the records of the corporation or as may have been given to the corporation by the director for purposes of notice or, if such address is not shown on such records or is not readily ascertainable, at the place in which the meetings of the directors are regularly held. Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mail, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission or actually transmitted by the person giving the notice by electronic means to the recipient. Oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone or wireless, to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the recipient. Section 8. QUORUM. A majority of the whole Board shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum, provided, that such majority shall constitute at least one-third of the whole Board. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number be required by law or by the Articles of Incorporation. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action is approved by at least a majority of the required quorum for such meeting. Section 9. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Section 10. WAIVER OF NOTICE. The transactions of any meeting of the Board, however called and noticed, and wherever held, are as valid as though a meeting had been duly held after regular call and notice if a quorum be present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. 6 Section 11. ADJOURNMENT. A majority of the directors present, whether or not a quorum is present, may adjourn any directors meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting adjourned. If the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment. Section 12. FEES AND COMPENSATION. Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by the Board. Section 13. ACTION WITHOUT MEETING. Any action required or permitted to be taken by the Board or committee thereof may be taken without a meeting if all members of the Board or committee shall individually or collectively consent in writing to such action. Such consent or consents shall have the same effect as a unanimous vote of the Board or committee and shall be filed with the minutes of the proceedings of the Board or committee. Section 14. COMMITTEES. The Board may appoint one (1) or more committees, each consisting of two (2) or more directors, and delegate to such committees any of the authority of the Board except with respect to: (i) The approval of any action for which the Idaho Revised Statutes, Chapter 78, also requires stockholders approval or approval of the outstanding shares; (ii) The filling of vacancies on the Board or in any committee; (iii) The fixing of compensation of the directors for serving on the Board or on any committee; (iv) The amendment or repeal of Bylaws or the adoption of new Bylaws; (v) The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repeatable; (vi) The appointment of other committees of the Board or the members thereof. Any such committee must be appointed by resolution adopted by a majority of the whole board of directors and may be designated an Executive Committee or by such other name as the Board shall specify. The Board shall have the power to prescribe the manner in which the proceedings of any such committee shall be conducted. In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the Board or such committee shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provisions of this Article applicable to meetings and actions of the Board. Minutes shall be kept of each meeting of each committee. 7 Section 15. RIGHTS OF INSPECTION. Every director shall have the absolute right at any reasonable time to inspect and copy all the books, records and documents of every kind and to inspect physical properties of the corporation and also of its subsidiary corporations, domestic or foreign. Such inspection by a director may be made in person or by agent or attorney and includes the right to copy and obtain extracts. Section 16. ADVISORY .DIRECTORS. The Board of Directors may appoint such additional advisory directors (by whatever name designated) to advise the Board on such matters and in such fashion as the Board may from time to time request. Such advisory directors shall be entitled to notice of, and to attend, regular and special meetings of the Board, but shall not be entitled to vote at such meetings and may be appointed or removed at the pleasure of the Board. Such advisory directors shall not be deemed to be regular members of the Board of Directors or employees of the corporation for any purpose whatsoever. ARTICLE IV. OFFICERS Section 1. OFFICERS. The officers of the corporation shall be a Chairman of the Board, President, a Secretary, and a Treasurer. The corporation may also have, at the discretion of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Executive and/or Financial Officers, and such other officers as may be elected or appointed in accordance with the provisions of Section 2 of this Article. Section 2. APPOINTMENT OF OFFICERS. The officers of the corporation shall be appointed by the Board of Directors. Each of these officers shall hold office for such period and shall have such authority and perform such duties as are prescribed by these Bylaws or determined from time to time by the Board of Directors. Section 3. REMOVAL AND RESIGNATION. Any officer may be removed, with or without cause, by the Board of Directors at any time or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board. Any such removal shall be without prejudice to the rights, if any, of the officer under any contract of employment of the officer. Any officer may resign at any time by giving written notice to the corporation, but without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular election or appointment to such office. 8 Section 5. CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at all meetings of the stockholders and at all meetings of the Board and shall have such other powers and duties as may from time to time be assigned by the Board. Section 6. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer, subject to the control of the Board, the committees of the Board and the Chairman of the Board, is the general manager of the corporation. The Chief Executive Officer shall have supervising authority over and may exercise general executive power concerning the supervision, direction and control of the business and officers of the corporation, with the authority from time to time to delegate to the President and other officers such executive powers and duties as the Chief Executive Officer may deem advisable. In the absence of the Chairman of the Board, the Chief Executive Officer shall preside at all meetings of the Board and the stockholders. Section 7. PRESIDENT. The President is the chief operating officer of the corporation and, subject to the control of the Board, the committees of the Board, the Chairman of the Board and the Chief Executive Officer, has supervisory authority over and may exercise general executive powers concerning the operations, business and subordinate officers of the corporation, with the authority from time to time to delegate to other officers such executive powers and duties as the President may deem advisable. In the absence of the Chairman of the Board and the Chief Executive Officer, the President shall preside at all meetings of the stockholders and at all meetings of the Board. The President has the general powers and duties of management usually vested in the office of President of a corporation and such other powers and duties as may be prescribed by the Board. Section 8. VICE PRESIDENTS. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board or, if not ranked, the Vice President designated by the Board, shall perform all duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board. Section 9. SECRETARY. The Secretary shall keep or cause to be kept, at the principal executive office and such other place as the Board may order, a book of minutes of all meetings of stockholders, the Board and its committees, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Board and committee meetings, and the number of shares present or represented at stockholders' meetings, and the proceedings thereof. The Secretary shall keep, or cause to be kept, a copy of the Bylaws of the corporation at the principal executive office or business office. The Secretary shall keep, or cause to be kept, at the principal executive office a share register, or a duplicate share register, showing the name of the stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board and of any committees thereof required by these Bylaws or by law to be given, shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board. 9 Section 10. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation. The books of account shall at all times be open to inspection by any director. The Chief Financial Officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board. The Chief Financial Officer shall disburse the funds of the corporation as may be ordered by the Board, shall render to the Chief Executive Officer, the President and directors, whenever they request it, an account of all transactions as Chief Financial Officer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board. The Financial Officer or Officers, who are subordinate to the Chief Financial Officer, if any, shall, in the absence or disability of the Chief Financial Officer, or at his request, perform his duties and exercise his powers and authority, and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. Section 11. CONTROLLER. The Controller shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and surplus shares. The Controller is responsible for the formulation of the corporation's accounting policies, procedures and practices, and the preparation of the corporation's financial reports. The Controller shall establish and administer a plan for the financial control of the corporation and compare performance with that plan. The Controller shall have such other powers and duties as the Board of Directors may from time to time prescribe. Section 12. TREASURER. The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board, shall render to the Chief Executive Officer, the President and directors, whenever they request it, an account of all transaction as Treasurer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board. ARTICLE V. STOCK Section 1. FORM OF STOCK CERTIFICATE. Every holder of stock in the corporation shall be entitled to have a certificate signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, and by the President or a Vice President, or by the Chief Financial Officer or a subordinate Financial Officer, or the Secretary or an Assistant Secretary certifying the number of shares owned in the corporation. Any or all of the signatures on the certificate may be a facsimile signature. If any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of the issuance. 10 If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the corporation shall issue to represent such class or series of stock. Except as otherwise provided in Idaho Revised Statutes, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Section 2. TRANSFERS OF STOCK. Upon surrender of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Section 3. LOST, STOLEN OR DESTROYED CERTIFICATES. The Board may direct a new certificate or certificates be issued in place of any certificate theretofore issued alleged to have been lost, stolen or destroyed, upon the making of an affidavit of the fact by the person claiming the certificate to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board may, in its discretion and as a condition precedent to the issuance, require the owner of such certificate or certificates, or such person's legal representative, to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the lost, stolen or destroyed certificate. Section 4. REGISTERED STOCKHOLDERS. The corporation shall be entitled to treat the holder of record of any share or shares of stock of the corporation as the holder in fact thereof and shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as expressly provided by applicable law. ARTICLE VI. OTHER PROVISIONS Section I. ENDORSEMENT OF DOCUMENTS; CONTRACTS. Subject to the provisions of applicable law, any note, mortgage, evidence of indebtedness, contract, share certificate, conveyance or other instrument in writing and any assignment or endorsements thereof executed or entered into between the corporation and any other person, when signed by the Chairman of the Board, the President or any Vice President and the Secretary, any Assistant Secretary, the Chief Financial Officer or any Assistant Chief Financial Officer of the corporation shall be valid and binding on the corporation in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the same. Any such instruments may be signed by any other person or persons and in such manner as from time to time shall be determined by the Board, and, unless so authorized by the Board, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or amount. I1 Section 2. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The Chairman, the Chief Executive Officer, the President, any Vice President, Secretary or any other officer or officers authorized by the Board or the Chairman are each authorized to vote, represent and exercise on behalf of the corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the corporation. The authority herein granted may be exercised either by any such officer or by any other person authorized so to do by proxy or power of attorney duly executed by said officer. Section 3. SEAL. It shall not be necessary to the validity of any instrument executed by any authorized officer or officers of the corporation that the execution of such instrument be evidenced by the corporate seal, and all documents, instruments, contracts and writings of all kinds signed on behalf of the corporation by any authorized officer or officers shall be as effectual and binding on the corporation without the corporate seal, as if the execution of the same had been evidenced by affixing the corporate seal thereto. The Board may give general authority to any officer to affix the seal of the corporation and to attest the affixing by signature. Section 4. FISCAL YEAR. The fiscal year of the corporation shall be fixed by resolution of the Board. Section 5. DIVIDENDS. Dividends on the capital stock of the corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board at any regular or special meeting, pursuant to law, and may be paid in cash, in property or in shares of capital stock. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall determine to be in the best interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. 12 ARTICLE VII. INDEMNIFICATION Section 1. RIGHT TO INDEMNIFICATION. Each person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent permitted by the laws of Idaho as the same exist or may hereafter be amended (but in the case of such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said laws permitted the corporation to provide prior to such amendment) against all costs, charges, expenses, liabilities and losses (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement and amounts expended in seeking indemnification granted to such person under applicable law, this bylaw or any agreement with the corporation) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 2 of this Article, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was initiated or authorized by one or more members of the Board of Directors of the corporation. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Idaho Revised Statutes, Chapter 78, so requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section or otherwise. In no event shall anything herein contained be so construed as to permit the Board to authorize payment of, or the corporation to pay, any amounts for any purpose where the director or officer was engaged in any action or activity known to him or her while so engaged to be unlawful, nor any action or activity constituting willful misfeasance, bad faith, gross negligence, or reckless disregard of his or her duties and obligations to the corporation and the stockholders. The rights set forth herein shall not be exclusive of other right to which any director or officer may be entitled as a matter of law. The corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers. Section 2. RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Section I of this Article is not paid in full by the corporation within thirty days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the corporation) that the claimant has failed to meet a standard of conduct which makes it permissible under Idaho law for the corporation to indemnify the claimant for the amount claimed. Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible in the circumstances because he or she has met such standard of conduct, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such standard of conduct. 13 Section 3. NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, Bylaw, agreement, vote of stockholders or disinterested directors or otherwise. Section 4. INSURANCE. The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under Idaho law. Section S. EXPENSES AS A WITNESS. To the extent that any director, officer, employee or agent of the corporation is by reason of such position, or a position with another entity at the request of the corporation, a witness in any action, suit or proceeding, he or she shall be indemnified against all costs and expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith. Section 6. INDEMNITY AGREEMENTS. The corporation may enter into indemnity agreements with the persons who are members of its Board of Directors from time to time, and with such officers, employees and agents as the Board may designate, such indemnity agreements to provide in substance that the corporation will indemnify such persons to the full extent contemplated by this Article. Section 7. EFFECT OF AMENDMENT. Any amendment, repeal or modification of any provision of this Article VII by the stockholders and the directors of the corporation shall not adversely affect any right or protection of a director or other of the corporation existing at the time of the amendment, repeal or modification. ARTICLE VIII. AMENDMENTS These Bylaws may be altered, amended, or repealed at any regular meeting of the stockholders (or at any special meeting thereof duly called for the purpose) by a majority vote of the shares represented and entitled to vote at such meeting; provided that in the notice of such special meeting, notice of such purpose shall be given. Subject to the laws of the State of Idaho, the Board of Directors may, by majority vote of those present at any meeting at which a quorum is present, amend these Bylaws, or enact such other Bylaws as in their judgment may be advisable for the regulation of the conduct of the affairs of the Corporation. END OF DOCUMENT 14 CERTIFICATE OF SECRETARY of BARE METAL STANDARD, INC. a Idaho corporation I hereby certify that I am the duly elected and acting Partner of BARE METAL STANDARD, INC. a Idaho corporation, and that the foregoing Bylaws, comprising fourteen (14) pages, constitute the Bylaws of said corporation as duly adopted by the Board of Directors on the 2nd day of February, 2016. i ael B. Taylor 15 WRITTEN CONSENT IN LIEU OF FIRST MEETING OF THE BOARD OF DIRECTORS OF BARE METAL STANDARD, INC. a Idaho corporation In lieu of the first meeting of the board of directors of BARE METAL STANDARD, INC. a Idaho corporation (the "Corporation"), the members of the board of directors of the Corporation agree to the following resolutions as acts of the Corporation: 1. Consent, Approval of Actions by the Incorporator. RESOLVED: That the undersigned directors hereby consent to act as directors of the Corporation until their resignation or removal or until their successors are chosen and shall qualify; RESOLVED FURTHER: That all actions heretofore taken by the incorporator and the directors named in the Articles of Incorporation, and all things done by their authority prior to the organization of the Corporation up to and including the date hereof be, and the same hereby are, ratified and approved and adopted by and as the act of the Corporation; and RESOLVED FURTHER: That the waiver of incorporator, which has been presented to and reviewed by the director of the Corporation, where under the incorporator of the Corporation waived all right, title, and interest in and to any stock or property of the Corporation and waived any right to management thereof shall be, and is, accepted and approved and such waiver shall be inserted in the minute book of the Corporation. 2. Approval of Articles of Incorporation. RESOLVED: That the Articles of Incorporation of the Corporation (the "Articles of Incorporation"), which have been presented to and reviewed by the sole director and which have been duly filed in the Office of the Secretary of State of the State of Idaho on November 12, 2015, shall be, and hereby are approved, and a certified copy thereof shall be inserted in the minute book of the Corporation. 3. Approval of Bylaws. RESOLVED: That the Bylaws of the Corporation for the regulation of the business and affairs of the Corporation (a copy of which is attached hereto as Exhibit "A") which have been presented to and reviewed by the directors of the Corporation, shall be, and hereby are, adopted and approved as the Bylaws of the Corporation without change, and such Bylaws shall be inserted in the minute book of the Corporation. 16 4. Election of Officers. RESOLVED: That each of the following persons shall be and is, elected to serve as an officer of the Corporation, to hold the following office or offices until the next annual meeting of the board of directors, until his or her earlier resignation or removal or until his or her successor is chosen and shall qualify: James T. Bedal 33% Jeffery A. Taylor 33% Michael B. Taylor 33% RESOLVED FURTHER: That the proper officers of the Corporation be, and they hereby are, authorized and directed to make and file, on behalf of the Corporation, a list of officers, directors and Registered Agent, therein designating acceptance of appointment by said agent, on or before the last day of the first month following the incorporation date, in the Office of the Secretary of the State of the State of Idaho. 5. Designation of Registered Agent and Registered Office. RESOLVED: Bare Metal Standard, Inc 3604 Banner Avenue,., Boise, Idaho 83709 be, and hereby is, designated as Registered Agent of the Corporation, in charge of the registered office at such address in the State of Idaho. Designation of Fiscal Year. RESOLVED: That the fiscal year of the Corporation shall begin on November 1st of each year and end on October 31st of each year. 7. Adoption of Stock Certificate and Corporate Seal. RESOLVED: That the form of stock certificates to evidence shares of stock of the Corporation presented and reviewed by each director (copies of which are attached hereto as Exhibit "B") be approved, and adopted, and that a specimen of the certificates shall be inserted in the minute book of the Corporation; RESOLVED FURTHER: That the stock certificates of the Corporation may bear legends allowed by the Idaho Revised Statutes, federal securities laws, state blue sky laws, and as required by any stockholder agreement to which the Corporation is a party, if applicable; and RESOLVED FURTHER: That no seal shall be adopted or required for any official act. 17 8. Subscription Offers for Corporate Stock. WHEREAS, the board of directors is authorized by the Articles of Incorporation, to issue stock in such amounts and for such consideration as from time to time shall be permitted by law; WHEREAS, the Corporation has caused to be prepared a standard subscription agreement evidencing the subscription of shares of stock in the Corporation (the "Subscription Agreement") which has been presented to and reviewed by the director; WHEREAS, the Corporation has received offers to subscribe to the par value common stock (Common Stock) of the Corporation pursuant to executed Subscription Agreement(s). NOW, THEREFORE, BE IT RESOLVED: That the president and/or secretary of the Corporation shall be, and hereby are, authorized, empowered and directed to endorse the certificates of stock to be issued and to take all other steps necessary or advisable in order to issue and sell the above-listed shares of Common Stock to the persons named, in the Subscription Agreement(s), in accordance with applicable laws, and those actions shall include: (a) doing all acts that may be necessary under federal securities laws and state security or blue sky laws; and (b) doing all acts necessary to expedite these transactions or conform them, or any of them, to the requirements of any applicable law, ruling, or regulation; RESOLVED FURTHER: That each of the officers of the Corporation be and each hereby is authorized and directed to execute all documents and to take any other action necessary or advisable to carry out the purposes of this resolution; and RESOLVED FURTHER: That all steps necessary for any contribution of property in exchange for stock set forth above to qualify- for treatment as a tax-free exchange under Section 351 and other sections of the Code be carried out. 9. Foreign Incorporation. RESOLVED: That, for the purposes of authorizing the Corporation to do business in any state, district, territory or dependency of the United States or any province of Canada or any foreign country in which it is necessary or expedient for the Corporation to transact business, the appropriate officers of the Corporation (or any of them) shall be, and hereby are, authorized and empowered to appoint and substitute all necessary agents or attorneys for service of process, to designate and change the location of all necessary statutory offices, and, under the corporate seal, to make. execute, acknowledge (where necessary) and file all necessary applications, certificates, reports, powers of attorney and other documents or instrument as may be required by the laws of such state, district, territory, dependency, province or country to authorize the Corporation to transact business therein, and, whenever it is expedient for the Corporation to cease doing business therein and withdraw there from, to revoke any appointment of agent or attorney for service of process, and to make, execute, acknowledge (where necessary) and file such applications, certificates, reports, revocations of appointment, surrenders of authority or other documents or instruments as may be necessary or appropriate to terminate the authority of the Corporation to do business in any such state, district, territory, dependency, province or country. 18 10. Expenses of Organization. RESOLVED: That the treasurer be, and hereby is, authorized and directed to pay all fees and expenses incident to and necessary for the organization of the Corporation and its qualifications to transact business in the State of Idaho. 11. Bank Account. RESOLVED: (the "Bank") is hereby selected and designated as depositor of funds of this Corporation, and that an account be established and maintained by and in the name of this Corporation on and subject to such terms and conditions as the president and treasurer of the Corporation may from time to time agree on with said bank; and RESOLVED FURTHER: That all checks, drafts, and other instruments for the payment of money drawn or accepted by the Corporation for the payments from such account or at such office of the Bank be signed on behalf of the Corporation by the president, secretary or treasurer of the Corporation; and RESOLVED FURTHER: That any checks, drafts or other instruments for the payment of money, endorsed on behalf of the Corporation for deposit with or collection by the Bank, may be so endorsed in the name of the Corporation by a written or stamped endorsement, without designation or signature of the person making such endorsement; and RESOLVED FURTHER: That the board of directors adopts the form resolutions of the Bank (as completed) which appear in the Certificate of Secretary, which are hereby ordered to be inserted in the appropriate place in the minute book of the Corporation; and RESOLVED FURTHER: That, in the alternative, the secretary of the Corporation is hereby authorized and directed to certify to the Bank that these resolutions have been duly adopted, and are in conformity with the Articles of Incorporation and Bylaws of the Corporation, and to further certify to the Bank the names and specimen signatures of the present officers of the Corporation authorized to sign on such account, and, if and when any change be made in the personnel of such officers, the fact of such change and the name and specimen signature of each new officer; and RESOLVED FURTHER: That the Bank is required and authorized to honor, receive; certify or pay any instrument signed or endorsed in accordance with these resolutions and the certification including any instrument drawn or endorsed to the personal order of, or presented for negotiation or encasement by any officer signing or endorsing the same; and RESOLVED FURTHER: That these resolutions and each certification herein provided for shall remain in full force and effect and the Bank is authorized and requested to rely and act thereon until it shall receive at its office to which the certified copy of these resolutions is delivered, either a certified copy of a further resolution of the board of directors amending or rescinding these resolutions or a further certification of the names and signatures of the officers authorized to sign on such account. 19 12. Further Authorization for Organization. RESOLVED: That the appropriate officers of the Corporation (or any of them) shall be, and hereby are, authorized, empowered and directed to take all necessary or appropriate action, including the expenditure of funds, in order to fully and expeditiously complete the organization of the Corporation. The directors, by signing this consent, waive notice of the time, place, and purpose of the first meeting of the board of directors and agree to the transaction of business of the first meeting by written consent of the directors in lieu of first meeting. DATED this 2nd day of February 2, 2016. APPROVED: 20

EXHIBIT A

BARE METAL STANDARD

SUBSCRIPTION AGREEMENT

The undersigned (the "Purchaser") hereby tenders this subscription and agrees to purchase the number of Shares issued by Bare Metal Standard (the "Company"), set forth next to such Purchaser's name on the signature page hereto, at a per Share purchase price of $0.50. In consideration therefore, the Purchaser hereby delivers a counterpart of this Agreement, together with the amount set forth next to the Purchaser's name on the signature page hereto ("the "Funds"), by wire transfer or a certified check representing immediately available funds, in full payment of the aggregate purchase price of the Shares. The Purchaser understands and agrees this subscription is irrevocable.

1.0 Acceptance and Rejection of Subscription. The Purchaser understands that the Company has the right to reject all or any part of this subscription for any reason whatsoever or for no reason. This subscription shall be deemed accepted by the Company when the Company executes a counterpart of this Agreement. Promptly after accepting this subscription, the Company will cause a stock certificate evidencing the number of Shares purchased, to be delivered and issued to the Purchaser. In the event the Company rejects all or part of this subscription, the Company will promptly return that amount of the Funds delivered herewith that correspond to the rejected portion of this subscription. By execution below, the Purchaser acknowledges that the Company is relying upon the accuracy and completeness of the representations contained herein in complying with its obligations under applicable securities laws.

2.0 Representations by Purchaser

2.1 General Representations: The undersigned acknowledges and represents as follows:

2.1.1 The undersigned believes that he, she or it, either alone or with his, her or its purchaser representative, has such knowledge and experience in financial and business matters that he, she or it is capable of reading and interpreting financial statements and evaluating the merits and risks of the prospective investment in the Shares and has the net worth to undertake such risks. If the undersigned has designated a purchaser representative, the undersigned acknowledges that the undersigned has discussed the investment fully with such purchaser representative and has had all inquiries answered to the undersigned's satisfaction;

2.1.2 The undersigned has obtained, to the extent he, she or it deems necessary, his, her, or its own personal professional advice with respect to the risks inherent in an investment in the Shares and the suitability of the investment in the Shares in light of his, her or its financial condition and investment needs;

2.1.3 The undersigned believes that an investment in the Shares is suitable for him, her or it based upon his, her or its investment objectives and financial needs, and the undersigned has adequate means for providing for his, her or its current financial needs and personal contingencies and has no need for liquidity of the investment with respect to the Shares;

2.1.4 The undersigned has been given access to full and complete information regarding the Company and has utilized such access to his, her or its satisfaction for the purpose of obtaining information on the Company; and particularly, the undersigned has been given a reasonable opportunity to meet with representatives of the Company for the purpose of asking questions of and receiving answers from, such representatives concerning the terms and conditions of the Shares, and to obtain any additional information, necessary to verify the accuracy of the information provided;

2.1.5 The undersigned recognizes that the Shares involve a high degree of risk including, but not limited to, the risks described in this Private Placement Memorandum under the heading "Risk Factors";

2.1.6 The undersigned realizes that ( i) the purchase of the Shares is a long-term investment, (ii) the purchaser of the Shares must bear the economic risk of the investment for an indefinite period of time because none of the Shares have been registered under the Securities Act of 1933, as amended (the "Act"), or applicable state laws and, therefore, cannot be sold unless subsequently registered under the Act and such laws or any exceptions from such registration are available, (iii) the undersigned may not able to liquidate his or her investment in the event of an emergency, or pledge any of the Shares as collateral security for loans, and (iv) the transferability of the Shares is restricted and requires conformity with the restrictions contained in paragraph 2.2 below.

2.2 No Securities Law Registration. The undersigned has been advised that none of the Shares have been registered under the Act or the relevant state securities laws but are being offered and sold pursuant to exemptions from such laws and that the Company's reliance upon such exemptions is predicated in part on the undersigned's representations to the Company as contained herein. The undersigned represents, warrants, covenants and agrees that the Shares are being acquired for his, her or its own account and for investment and without the intention of reselling or redistributing any of the Shares and that he, she or it has made no agreement with others regarding any of such Shares, and that his, her or its financial condition is such that it is not likely that it will be necessary to dispose of the Shares in the foreseeable future. The undersigned is aware that, in the view of the Securities and Exchange Commission, the acquisition of the Shares with an intent to resell by reason of any foreseeable specific contingency or anticipated change in market values, or any change in the condition of the Company, or in connection with a contemplated liquidation or settlement of any loan obtained for the acquisition of the Shares and for which the Shares were pledged as security, would represent an intent inconsistent with the representations set forth above. The undersigned further represents, warrants, covenants and agrees that if, contrary to his, her or its foregoing intentions, he, she or it should later desire to sell, assign, pledge, transfer of otherwise dispose of the Shares in any manner, he, she or it cannot do so without first obtaining (i) the opinion of counsel satisfactory to the Company that such proposed disposition or transfer lawfully may be made without the registration of such Shares pursuant to the Act, and applicable state securities laws or (ii) the registration of the Shares. The undersigned further represents that he, she or it understands and agrees that, until registered under the Act, or transferred pursuant to the provisions of Rule 144 there under, or any similar provision as promulgated by the Securities and Exchange Commission, the Shares, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows:

In the case of any such stock certificate:

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO PURCHASERS OF THE SECURITIES THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS."

3.0 Right to Rely. The undersigned is informed of the significance to the Company of the foregoing representations, and they are made with the intention that the Company will rely on them.

4.0 Entity Representation. The undersigned, if other than an individual, makes the following additional representations:

4.1 The undersigned was not organized for the specific purpose of acquiring the Shares; and

4.2 This Agreement has been duly authorized by all necessary action on the part of the undersigned, has been duly executed by an authorized officer or representative of the undersigned, and is a legal, valid and binding obligation of the undersigned enforceable in accordance with its terms.

5.0 Notice to Investor. Correspondence and notices to the undersigned should be sent to the address listed below in the signature page of this Agreement until such time as the undersigned shall notify the Company, in writing, of a different address to which such correspondence and notices are to be sent.

6.0 Notice and Payment to Company. Correspondence, notices and payment for Shares should be sent to:

Make Check

payable to:

Bare Metal Standard

3604 Banner Ave.,

Boise, Idaho 83709

With a signed Subscription Agreement sent to the above address.

7.0 Miscellaneous.

7.1 The undersigned agrees that this Agreement is not transferable or assignable.

7.2 The undersigned agrees that, except as expressly permitted by any applicable state law, the undersigned may not cancel, terminate or revoke this Agreement or any agreement of the undersigned made hereunder, and this Agreement shall survive the death or legal disability of the undersigned and shall be binding upon the undersigned's heirs, executors, administrators, successors and assigns.

7.3 The Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereto and may be amended only in writing, executed by both parties.

7.4 Headings are for convenience only and are not deemed to be part of this Agreement.

7.5 This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. In making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart.

7.6 The undersigned agrees to provide such information and to execute and deliver such documents as reasonably may be necessary to comply with any and all laws and ordinances to which the Company is subject and in order to verify any of the information provided by or representations or warranties made by the undersigned to the Company.

7.7 The undersigned acknowledges that if he, she or it is a resident of or domiciled in any state whose "blue sky laws" or other local securities laws require a restriCTIon on transferability of securities, he, she or it will comply with such restriCTIons.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the undersigned has exercised this Subscription Agreement as an instrument under seal as of this _________________ day of _______ , 2016.

NUMBER OF SHARES SUBSCRIBED FOR (MINIMUM 10,000)

MULTIPLIED BY

$0.50: ______________

Name of (Typed or Printed)

Signature

Joint Account Owner (Typed or Printed)

Signature

Tax Identification or Social Security Number(s)

Address

City, State, Country and Postal Code

_____________________ / ____________________ / ____________________ Telephone, Facsimile and Email

THE FOREGOING SUBSCRIPTION AGREEMENT IS HEREBY ACCEPTED AND AGREED TO BY THE COMPANY.

DATED:____________________, 2016	BARE METAL STANDARD,

	a Idaho Corporation

	By:	James B. Taylor
		Chief Executive
		Officer

THE LAW OFFICES OF

THOMAS C. COOK, LTD.

ATTORNEY AND COUNSELOR AT LAW

10532 CLIFF EDGE COURT

LAS VEGAS, NEVADA 89129

(702) 524-9151

tccesq@aol.com

March 17, 2016

To: Board of Directors, Bare Metal Standard, Inc.

Re: Registration Statement on Form S-1 (the "Registration Statement")

Gentlemen:

We have acted as your counsel for Bare Metal Standard, Inc., an Idaho corporation (the "Company") in connection with the registration of 12,000,000 shares of common stock, $0.001 par value (the "Company Shares") on the terms and conditions set forth in the Registration Statement.

In that connection, we have examined original copies, certified or otherwise identified to our satisfaction, of such documents and corporate records, and have examined such laws or regulations, as we have deemed necessary or appropriate for the purposes of the opinions hereinafter set forth.

Based on the foregoing, we are of the opinion that:

1. The company is a corporation duly organized and validly existing under the laws of the State of Idaho.

2. The shares being registered pursuant to the Registration Statement as filed with the U. S. Securities and Exchange Commission, when sold shall be duly authorized, validly issued, fully paid and non-assessable.

We hereby consent to be named in the Prospectus forming Part I of the aforesaid Registration Statement under the caption, "Legal Matters" and the filing of this opinion as an Exhibit to said Registration Statement.

	Sincerely,

	Thomas C. Cook, Esq.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the inclusion in this Registration Statement on Form S-1 of our report dated March 21, 2016 with respect to the audited financial statements of Bare Metal Standard, Inc. as of January 31, 2016 and for the period from November 12, 2015 (inception) through January 31, 2016.

We also consent to the references to us under the heading “Experts” in such Registration Statement.

/s/ MaloneBailey, LLP