This section of this report includes a number of forward- looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

In March 2020, the COVID-19 outbreak was declared a national public health emergency resulting in a significant reduction in activity at restaurants and related facilities, which are the Company's primary customer group, due to changes in consumer behavior as public health officials encouraged social distancing and state and local governments mandated restrictions including suspension of dine-in operations, reduced restaurant seating capacity, table spacing requirements, bar closures and additional physical barriers. As a result, the Company experienced a decline in revenues. Further, the Company offered a 50% reduction in royalties to be paid to the Company to its customers for the period from April 1, 2020 through May 31, 2020, which resulted in an impact to revenue of approximately $18,000 and $33,000 during the three and nine months ended July 31, 2020, respectively. As discussed in Note 5, the Company received certain loan proceeds from the United States Small Business Administration ("U.S. SBA") in May 2020 with total proceeds of $242,500.

In July 2020, the Board of Directors unanimously adopted a resolution approving the proposed sale of the Company's assets to Code 96 LLC, a Nevada limited liability company controlled by James Bedal and Michael Taylor. Code 96 LLC would receive all of the Company's operating assets in exchange for the assumption of all of the Company's liabilities. The sale of the Company's assets was subject to a shareholder vote took place at a Special Meeting of stockholders on September 5, 2020. This transaction closed on September 8, 2020.

On September 9, 2020, John Karatzaferis, acquired control of 28,500,000 restricted shares of the Company's issued and outstanding common stock, representing approximately 91.3% of the Company's total issued and outstanding common stock, from James Bedal, Michael Taylor and Jeffrey Taylor in exchange for $300,000 per the terms of a Stock Purchase Agreement (the "Stock Purchase Agreement") by and amongst Mr. Karatzaferis, Mr. Bedal, Mr. J.Taylor and Mr. M.Taylor.





Results of Operations

On March 1, 2017, we entered into a management agreement with Taylor Brothers Holdings Inc., which is an operating company and has common majority shareholders and directors. The officers and directors of Bare Metal Standard were officers and directors of Taylor Brothers. James Bedal and Mike Taylor have resigned their positions with Taylor Brothers and work full time for Bare Metal Standard. The agreement term has no expiration and can be terminated by the Company at any time with written notice to the other partner. As a result of the management agreement, Bare Metal is to provide, on behalf of Taylor Brothers, certain management services, having full authorization, on behalf of Taylor Brothers to provide all the services and all the activities, normally provided by Taylor Brothers, under the Taylor Brothers franchise agreements, previously entered into by Taylor Brothers and the franchisees. Bare Metal became responsible for servicing franchisee agreements and receiving 100% of the revenues associated with those agreements assumed for the support and maintenance of the preexisting franchise agreements of Taylor Brothers Holdings franchisees as Taylor Brothers Holdings has ceased selling franchises. Bare Metal is due all collections from franchisees. Bare Metal Standard assumed the business operations of the existing franchise agreements while potential liabilities arising from said agreements will remain with Taylor Brothers. Additionally, on November 1, 2017 Bare Metal, entered into a royalty free license agreement with Taylor Brothers Holdings Inc. with the right to sublease, the use of Trade Name Bare Metal Standard and related industry know-how including proprietary software in exchange for a monthly fee of $2,000 paid in arrears.





Revenue and Gross Income

During the three months ended July 31, 2020 total revenue from services and product sales, from all franchisees declined by $24,189 or 10% compared to the three months ended July 31, 2019, primarily driven by a decrease in nonrelated party revenue of $44,998 or 41%, partially offset by an increase in related party revenue of $20,809, or 16%. The overall decrease in all revenue was primarily due to the economic slowdown associated with COVID during the current quarter. The decline in revenue led to a decline in gross income of $4,478 or 2%.

During the nine months ended July 31, 2020, total revenue from services and product sales, from all franchisees, decreased by $164,028 or 19% compared to the nine months ended July 31, 2019. This was driven by a decrease in related party revenue from Taylor Brothers of $76,327 and a decrease in non-related party revenue of $87,701. The decrease in revenue was primarily due to less project work in the current period, primarily from Taylor Brothers, and the economic slowdown associated with COVID-19 during the past six months. This decrease in revenue generated a decrease of $96,979 or 15% in gross income compared to the prior year.





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Expenses

For the three months ended July 31, 2020, the Company's total operating expenses decreased by $16,864 or 9%, and interest expense increased by $481 due to increased debt. Net income was $9,817 during the three months ended July 31, 2020 compared to $2,088 net loss in the comparable period last year.

For the nine months ended July 31, 2020, the Company's total operating expenses decreased by $12,312 or 2%, and interest expense decreased by $324, The Company also received a $5,000 grant from the US SBA as part of government economic relief efforts during the nine months ended July 31, 2020. Net loss was $14,918 during the nine months ended July 31, 2020 compared to a net income of $64,425 in the comparable period last year.

Liquidity and Capital Resources

The Company is authorized to issue 80,000,000 shares of its $0.001 par value common stock. As of July 31, 2020, the Company had 31,195,000 shares of common stock issued and outstanding. As of July 31, 2020, the Company had current assets of $390,730 and current liabilities of $112,310.

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

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





Working Capital

Bare Metal as of July 31, 2020, had current assets of $390,730 and current liabilities of $112,310 or working capital of $278,420 compared to current assets of $178,352 and current liabilities of $80,713 or working capital of $97,639, at October 31, 2019.

Cash Flows - Operating Activities

During the nine months ended July 31, 2020, the Company used cash in the amount of $7,761 from operating activities, compared to $508 of cash used in the nine months ended July 31, 2019.

Cash Flows - Investing Activities

The Company did not generate any funds from investing activities during the nine months ended July 31, 2020 or 2019.

Cash Flows - Financing Activities

During the nine months ended July 31, 2020 the Company received $214,323 of cash from financing activities, consisting of proceeds from the SBA EIDL and Paycheck Protection Program of $242,500, partially offset by payments on the Company's various notes payable of $28,177, compared to $5,945 of cash proceeds during the nine months ended July 31, 2019. The Company received a loan from related party of $21,000 and made total repayments on debt of $15,055 during the nine months ended July 31, 2019.





Plan of Operation

Bare Metal's plan of operation is to provide franchise opportunities in the services of commercial kitchen grease exhaust systems (GES) as well as providing franchisee management systems in other industries. As of July 31, 2020, we had $216,641 cash on hand and accounts receivable of $39,381 plus $100,417 accounts receivable from a related party. Management believes, without any additional funding or revenues, the Company has to continue to sell equity securities and use additional debt to finance its operations and continued growth. We will apply any proceeds from future revenues to help cover our expenditures. At this time, management anticipates it will be required to seek outside funding to keep its business operational for the next twelve months, and will continue its efforts to seek additional funding.

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





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Going Concern

Our independent auditors included an explanatory paragraph in their report on the October 31, 2019 audited consolidated financial statements regarding concerns about our ability to continue as a going concern. Our consolidated financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors. Our ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and our ability to achieve and maintain profitable operations. Therefore, management plans to raise equity capital or additional debt to finance the operating and capital requirements of the Company. While the Company is devoting its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

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

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

Expected purchase or sale of plant and significant equipment.

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

Significant changes in the number of employees.

As of July 31, 2020, Bare Metal had three full time employees and two officers. We are dependent upon our two officers for our future business development. As our operations expand we anticipate the need to hire additional employees, consultants and professionals; however, the exact number is not quantifiable at this time.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies and Estimates





Revenue Recognition

The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, which was adopted on November 1, 2018 using the modified retrospective method, with no impact to the Company's comparative financial statements.

Revenue is recognized in accordance with a five-step revenue model, as follows: identifying the contract with the customer; identifying the performance obligations in the contract; determining the transaction price; allocating the transaction price to the performance obligations; and recognizing revenue when (or as) the entity satisfies a performance obligation.

A contract with commercial substance exists once the Company executes a franchise agreement with the franchisee. The initial license fee is due at the execution of the agreement. If collectability is not probable, the sale is deferred and not recognized until collection is probable or payment is received. Net revenues comprise gross revenues less customer discounts and allowances, actual and expected returns. Shipping charges billed to members are included in net sales. Various taxes on the sale of products and enrollment packages to members are collected by the Company as an agent and remitted to the respective taxing authority. These taxes are presented on a net basis and recorded as a liability until remitted to the respective taxing authority.

The Company generates revenue from franchise fees and royalty income, advertising fees and sales of supplies and other products as follows:

Franchise fees and royalty income

The Company sells individual franchises as well as territory agreements in the form of franchise agreements that grant the right to develop the business in designated areas. The franchise agreements typically require the franchisee to pay initial nonrefundable franchise fees prior to opening the business and continuing fees, or royalty income, on a monthly basis based upon a percentage of franchisee gross sales. The initial term of domestic franchise agreements is typically 10 years. Prior to the end of the franchise term or as otherwise provided by the Company, The Company may offer a renewal term of a franchise agreement and, if approved, the franchisee will typically pay a renewal fee upon execution of the renewal term. If approved, a franchisee may transfer a franchise agreement to a new or existing franchisee, at which point a transfer fee is paid.





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Generally, the franchise license granted for each individual restaurant within an arrangement represents a single performance obligation. Therefore, initial franchise fees and market entry fees for each arrangement are allocated to each individual business and recognized over the term of the respective franchise agreement from the date of the restaurant opening. Royalty income is also recognized over the term of the respective franchise agreement based on the royalties earned each period as the underlying sales occur. Renewal fees are generally recognized over the renewal term for the respective restaurant from the start of the renewal period. Transfer fees are recognized over the remaining term of the franchise agreement beginning at the time of transfer.





Advertising fees

Franchise agreements typically require the franchisee to pay continuing advertising fees on a monthly basis based on a percentage of franchisee gross sales, which represents a portion of the consideration received for the single performance obligation of the franchise license. Continuing advertising fees are recognized over the term of the respective franchise agreement based on the fees earned each period as the underlying sales occur.

Sales of supplies and other products

We distribute supplies and other products to franchisees and licensees. Revenue from the sale of supplies and other products is recognized when title and risk of loss transfers to the buyer, which is generally upon delivery. Payment for supplies and other products is generally due within a relatively short period of time subsequent to delivery.





New Accounting Standards

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

Summary of Significant Accounting Policies

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States ("GAAP"). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our consolidated financial statements.

Our significant accounting policies are summarized in Note 2 of our unaudited consolidated financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our unaudited consolidated financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our results of operations, financial position or liquidity for the periods presented in this report.

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