North America Frac Sand (NAFS) 10-Q 13 Nov 14 2014 Q3 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	9 Months Ended
	Sep. 30, 2014	Nov. 10, 2014
Document And Entity Information	'	'
Entity Registrant Name	'Xterra Building Systems, Inc.	'
Entity Central Index Key	'0001409253	'
Document Type	'10-Q	'
Document Period End Date	30-Sep-14	'
Amendment Flag	'false	'
Current Fiscal Year End Date	'--12-31	'
Is Entity a Well-known Seasoned Issuer?	'No	'
Is Entity a Voluntary Filer?	'No	'
Is Entity's Reporting Status Current?	'Yes	'
Entity Filer Category	'Smaller Reporting Company	'
Entity Common Stock, Shares Outstanding	'	78,545,000
Document Fiscal Period Focus	'Q3	'
Document Fiscal Year Focus	'2014	'

Condensed_Balance_Sheets

Condensed Balance Sheets (USD $)	Sep. 30, 2014	Dec. 31, 2013
Current assets	'	'
Cash and cash equivalents	'	$712
Total Current Assets	'	712
TOTAL ASSETS	0	712
Current Liabilities	'	'
Accounts payable	13,961	12,913
Note payable	'	3,000
Note payable, related party	3,590	100
Total Current Liabilities	17,551	16,013
TOTAL LIABILITIES	17,551	16,013
COMMITMENTS AND CONTINGENCIES	'	'
Stockholders' Deficit	'	'
Preferred stock: 100,000,000 authorized; $0.00001 par value 76,133 and 76,648 shares issued and outstanding, respectively	1	1
Common stock: 10,000,000,000 authorized; $0.00001 par value 86,545,000 and 35,040,000 shares issued and outstanding, respectively	865	350
Additional paid-in capital	30,892,264	20,646,546
Accumulated deficit	-30,910,681	-20,662,198
Total Stockholders' Deficit	-17,551	-15,301
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$0	$712

Condensed_Balance_Sheets_Paren

Condensed Balance Sheets (Parenthetical) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Stockholders' Equity	'	'
Preferred Stock, Par Value	$0.00	$0.00
Preferred Stock, Shares Authorized	100,000,000	100,000,000
Preferred Stock, Shares Issued	76,133	76,648
Preferred Stock, Shares Outstanding	76,133	76,648
Common Stock, Par Value	$0.00	$0.00
Common Stock, Shares Authorized	10,000,000,000	10,000,000,000
Common Stock, Shares Issued	86,545,000	35,040,000
Common Stock, Shares Outstanding	86,545,000	35,040,000

Condensed_Statements_of_Operat

Condensed Statements of Operations (Unaudited) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Condensed Statements Of Operations	'	'	'	'
Revenues	'	'	'	'
Operating Expenses	'	'	'	'
Professional fees	17,551	349	29,801	67,649
Selling, general and administrative expenses	'	46	90	-415
Total operating expenses	17,551	395	29,891	65,234
Net loss from operations	-17,551	-395	-29,891	-65,234
Benefit from conversion of preferred shares to common shares	-10,218,592	'	-10,218,592	'
Net (loss) income	($10,236,143)	($395)	($10,248,483)	($65,234)
Basic and diluted loss per share	($0.15)	($0.01)	($0.22)	($1.45)
Weighted average number of shares outstanding	68,782,500	46,288	46,369,599	46,288

Condensed_Statements_of_Cash_F

Condensed Statements of Cash Flows (unaudited) (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:	'	'
Net (loss)	($10,248,483)	($65,234)
Adjustments to reconcile net loss to net cash provided in operations:	'	'
Benefit from conversion of preferred shares to common shares	10,218,592	'
Forgiveness of debt	27,641	'
Prepaid expenses	'	46,250
Accounts payable	1,048	9,875
Net Cash (used in) provided by operating activities	-1,202	-9,109
CASH FLOWS FROM FINANCING ACTIVITIES:	'	'
Proceeds from notes payable	-3,100	'
Proceeds from related parties	3,590	'
Net Cash provided by financing activities	490	'
Net change in cash and cash equivalents	-712	-9,109
Cash and cash equivalents	'	'
Beginning of period	712	12,606
End of period	'	3,497
Supplemental cash flow information	'	'
Cash paid for interest	'	'
Cash paid for taxes	'	'
Non-cash transactions:	'	'
Forgiveness of debt	27,641	'
Benefit from conversion of preferred stock to common stock	$25,234,750	'

Nature_of_Business

Nature of Business	9 Months Ended
	Sep. 30, 2014
Notes to Financial Statements	'
Note 1. NATURE OF BUSINESS	'
	The Company was incorporated in the State of Indiana as a for-profit Company on April 26, 2007. On June 26, 2012 the Company changed its domicile to the State of Florida. The Company was formed to provide consultation to the aquatic farming industry. The Company will provide consolidation opportunities for on-going and start-up aquatic farming operations. The Company’s approach will be to assist aquatic farming operations with the organizational structure, customer service and marketing aspects of their business, allowing our customers to focus on the business aspects of operating the farms.
	The Company is headquartered in Indianapolis, Indiana.

Summary_of_Significant_Account

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2014
Notes to Financial Statements	'
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	'
	BASIS OF PRESENTATION
	The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, these condensed financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2013 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the Securities and Exchange Commission (the “SEC”).
	The results of operations for the nine month period ended September 30, 2014 are not necessarily indicative of the results for the full fiscal year ending December 31, 2014.
	USE OF ESTIMATES
	The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"), which require 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 reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
	CASH AND CASH EQUIVALENTS
	The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. Cash and cash equivalents at September 30, 2014 and December 31, 2013 were $nil and $712, respectively.
	CASH FLOWS REPORTING
	The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period.
	FINANCIAL INSTRUMENTS
	The Company’s balance sheet includes certain financial instruments, including accounts payable, and amounts due to related party. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.
	ASC 820,Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). 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 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
		·	Level 3 - Inputs that are both significant to the fair value measurement and unobservable.
	Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2014. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.
	REVENUE RECOGNITION
	The Company has not had significant revenues from operations. The Company follows ASC 605-, Revenue Recognition-The Company recognizes revenue when it is realized or realizable and earned.The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
	DEFERRED INCOME TAXES AND VALUATION ALLOWANCE
	The Company accounts for income taxes under FASB ASC 740 “Income Taxes.” Under the asset and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of September 30, 2014 and December 31, 2013.
	SHARE-BASED EXPENSE
	ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights.Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).
	The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.
	Share-based expense for the periods ended September 30, 2014 and 2013 were$-0- and $-0-, respectively.
	NET INCOME (LOSS) PER COMMON SHARE
	Net income (loss) per share is calculated in accordance with FASB ASC 260, “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is used to compute basic earning or loss per share. Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.
	Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding at September 30, 2014. As of September 30, 2014, the Company had no dilutive potential common shares.
	RECENT ACCOUNTING PRONOUNCEMENTS
	In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as “Development Stage Entities” (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this standard.
	In May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The revenue recognition standard affects all entities that have contracts with customers, except for certain items. The new revenue recognition standard eliminates the transaction-and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based approach for determining revenue recognition. Public entities are required to adopt the revenue recognition standard for reporting periods beginning after December 15, 2016, and interim and annual reporting periods thereafter. Early adoption is not permitted for public entities. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements.
	In June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation — Stock Compensation. As a result, the target is not reflected in the estimation of the award’s grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved. The guidance is effective for annual periods beginning after 15 December 2015 and interim periods within those annual periods. Early adoption is permitted. Management has reviewed the ASU and believes that they currently account for these awards in a manner consistent with the new guidance, therefore there is no anticipation of any effect to the consolidated financial statements.
	In August 2014,FASB issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. Under generally accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity’s liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements—Liquidation Basis of Accounting. Even when an entity’s liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company will evaluate the going concern considerations in this ASU, however, at the current period, management does not believe that it has met conditions which would subject these financial statements for additional disclosure.
	We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

Going_Concern

Going Concern	9 Months Ended
	Sep. 30, 2014
Notes to Financial Statements	'
Note 3. GOING CONCERN	'
	The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating cost and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
	In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan to obtain such resources for the Company include, obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.
	There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Income_Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2014
Notes to Financial Statements	'
Note 4. INCOME TAXES	'
	At September 30, 2014, the Company had a net operating loss carry–forward for Federal income tax purposes of $30,910,681 that may be offset against future taxable income through 2031. No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying financial statements because the Company believes that the realization of the Company’s net deferred tax assets of approximately $10,509,632, calculated at an effective tax rate of 34%, was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a valuation allowance of $10,509,632.
	Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability.
	The Company has open tax periods, subject to IRS audit for the years 2009 through 2013.

Shareholders_Equity

Shareholders' Equity	9 Months Ended
	Sep. 30, 2014
Notes to Financial Statements	'
Note 5. SHAREHOLDERS' EQUITY	'
	COMMON STOCK
	The Company has been authorized to issue 10,000,000,000 shares of common stock, $0.00001 par value. Each share of issued and outstanding common stock shall entitle the holder thereof to fully participate in all shareholder meetings, to cast one vote on each matter with respect to which shareholders have the right to vote, and to share ratably in all dividends and other distributions declared and paid with respect to common stock, as well as in the net assets of the corporation upon liquidation or dissolution.
	The Company effected a 1 to 50,000 reverse stock split, declared effective on December 28, 2012 by FINRA. All shares and per shares presented have been adjusted to reflect the reverse stock split.
	On December 4, 2013 the Company issued 29,743,712 shares of restricted common stock to Davisson and Associates escrow to facilitate an anticipated acquisition. The shares have been issued in certificate form in trust. In the event that the acquisition is not consummated, the shares will be returned into escrow, less fees incurred. There has been no expense or change in control recognized. We anticipate the completion of the acquisition in subsequent period.
	During the month of December the Company allowed several non-related parties to convert a total of 21 shares of Series B Preferred stock into 5,250,000 unrestricted shares of common stock. The conversion rate was done at par, $0.00001 according to the stated articles of designation.
	During the August of 2014, the Company allowed several non-related parties to convert a total of 515 shares of Series B Preferred stock into 51,505,000 unrestricted shares of common stock. The conversion rate was recorded at the conversion rates according to the stated articles of designation. The Company recognized the beneficial conversion of the preferred stock into common stock, calculated by the conversion factor of59.5% (the exchange ratio) of the market value of the Company prior to the conversion, in accordance with Auditing Standard 805-10, resulting in the recognition of $10,218,592 expense for the conversion.
	At September 30, 2014 and December 31, 2013 there were 86,545,000 and 35,040,000 shares of common stock issued and outstanding, respectively.
	PREFERRED STOCK
	The Company has been authorized to issue 100,000,000 shares of $0.00001 par value Preferred Stock. The Board of Directors is expressly vested with the authority to divide any or all of the Preferred Stock into series and to fix and determine the relative rights and preferences of the shares of each series so established, within certain guidelines established in the Articles of Incorporation.
	Series A: The certificate of designations for the Preferred A Stock provides that as a class it possesses a number of votes equal to seventy-five percent (75%) of all votes of capital stock of the Company that could be asserted in any matter put to a vote of the shareholders of the Company.
	Series B: The certificate of designation for the Preferred B Stock provides that as a class shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion. Each share of Series B Preferred Stock shall be convertible, at any time, and/or from time to time, into the number of shares of the Corporation’s Common Stock, par value $0.00001 per share, equal to the price of the Series B Preferred Stock, divided by the par value of the Common Stock, subject to adjustment as may be determined by the Board of Directors from time to time (the “Conversion Rate”).
	On November 5, 2013 the Company cancelled 8,000 shares of Series B Preferred stock from a non-related party for non-performance of a contract.
	During the month of December the Company allowed several non-related parties to convert a total of 21 shares of Series B Preferred stock into 5,250,000 unrestricted shares of common stock. The conversion rate was done at par, $0.00001 according to the stated articles of designation.
	During August of 2014, the Company allowed several non-related parties to convert a total of 515 shares of Series B Preferred stock into 51,505,000 unrestricted shares of common stock. The conversion rate was done at par, $0.00001 according to the stated articles of designation
	At September 30, 2014 and December 31, 2013 there was 1 share of Series A Convertible Preferred Stock issued and outstanding.
	At September 30, 2014 and December 31, 2013 there were 76,133 and 76,648 shares of Series B Convertible Preferred Stock issued and outstanding, respectively. The holders of the preferred shares, series B have waived their right of conversion until such time that the Board of Directors approves such conversions, in consideration of shares authorized.
	OPTIONS AND WARRANTS
	There are no warrants or options outstanding to acquire any additional shares of common stock of the Company.

Related_Party_Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2014
Notes to Financial Statements	'
Note 6. RELATED PARTY TRANSACTIONS	'
	EQUITY TRANSACTIONS
	The Company issued 100 shares to David Cupp, CEO and sole Director on September 30, 2007 at a par value of $500 in exchange for incorporation services.
	The Company issued 146 shares to David Cupp, CEO and sole Director on September 22, 2008 for cash at a par value of $730 or $0.00001 per share.
	On July 3, 2012, the Company issued to David R. Cupp one share of our Class A Convertible Preferred Stock (the “Preferred A Stock”) and 40,000 shares of our Common Stock. Mr. Cupp was issued the common stock and the Preferred A Stock in connection with and as consideration for his agreement to continue as an officer and director for the Company.
	On June 16, 2014, the Company had a change in control of the majority shares. In agreement, the shareholders forgave $27,641 of accounts payable and other debts due. The Company recognized the forgiveness as a contribution to capital.
	OTHER
	The Company’s officer and directors are involved in other business activities and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.
	The Company does not own or lease property or lease office space. The Company has been provided office space by a member of the Board of Directors at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statements.
	During the nine month period one of the Directors has advanced $3,590 to the Company and has incurred $3,000 of consulting fees for a total indebtedness to the Director of $6,590.
	The above amounts re not necessarily indicative of the amounts that would have been incurred had comparable transactions been entered into with independent parties.

Notes_Payable

Notes Payable	9 Months Ended
	Sep. 30, 2014
Notes to Financial Statements	'
Note 7. NOTES PAYABLE	'
	Notes payable consisted of the following as of September 30, 2014 and December 31, 2013:
		September 30,		December 31,
		2014		2013
	Demand note from Brian Kistler. The note has no stated interest rate and no maturity date.	$	--	$	1,000
	Demand note from Robin Hunt. The note has no stated interest rate and no maturity date.		--		2,000
	Total notes payable	$	--	$	3,000
	Less current portion		--		(3,000	)
	Long-term potion	$	--	$	---

Commitments_and_Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2014
Notes to Financial Statements	'
Note 8. COMMITMENTS AND CONTINGENCIES	'
	From time to time the Company may be a party to litigation matters involving claims against the Company. Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations.

Subsequent_Events

Subsequent Events	9 Months Ended
	Sep. 30, 2014
Notes to Financial Statements	'
Note 9. SUBSEQUENT EVENTS	'
	On September 15, 2014, Xterra Building Systems, Inc. f/k/a Innovate Building Systems, Inc. (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation (the “Amendment”) to change its name from “Innovate Building Systems, Inc.” to “Xterra Building Systems, Inc.” (the “Name Change”). The Amendment was effective in the State of Florida as of September 15, 2014 and received FINRA approval on September 30, 2014. The financial statements retroactively present the new name of the entity.
	Subsequent events have been evaluated through the date the financial statements were issued, considered to be the date of filing with the Securities and Exchange Commission. Management has determined that there are no additional subsequent events to disclose.

Summary_of_Significant_Account1

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2014
Summary Of Significant Accounting Policies Policies	'
BASIS OF PRESENTATION	'
	The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, these condensed financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2013 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the Securities and Exchange Commission (the “SEC”).
	The results of operations for the nine month period ended September 30, 2014 are not necessarily indicative of the results for the full fiscal year ending December 31, 2014.
USE OF ESTIMATES	'
	The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"), which require 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 reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS	'
	The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. Cash and cash equivalents at September 30, 2014 and December 31, 2013 were $nil and $712, respectively.
CASH FLOWS REPORTING	'
	The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period.
FINANCIAL INSTRUMENTS	'
	The Company’s balance sheet includes certain financial instruments, including accounts payable, and amounts due to related party. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.
	ASC 820,Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). 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 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
		·	Level 3 - Inputs that are both significant to the fair value measurement and unobservable.
	Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2014. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.
REVENUE RECOGNITION	'
	The Company has not had significant revenues from operations. The Company follows ASC 605-, Revenue Recognition-The Company recognizes revenue when it is realized or realizable and earned.The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
DEFERRED INCOME TAXES AND VALUATION ALLOWANCE	'
	The Company accounts for income taxes under FASB ASC 740 “Income Taxes.” Under the asset and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of September 30, 2014 and December 31, 2013.
SHARE-BASED EXPENSE	'
	ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).
	The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.
	Share-based expense for the periods ended September 30, 2014 and 2013 were$-0- and $-0-, respectively.
NET INCOME (LOSS) PER COMMON SHARE	'
	Net income (loss) per share is calculated in accordance with FASB ASC 260, “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is used to compute basic earning or loss per share. Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.
	Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding at September 30, 2014. As of September 30, 2014, the Company had no dilutive potential common shares.
RECENT ACCOUNTING PRONOUNCEMENTS	'
	In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as “Development Stage Entities” (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this standard.
	In May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The revenue recognition standard affects all entities that have contracts with customers, except for certain items. The new revenue recognition standard eliminates the transaction-and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based approach for determining revenue recognition. Public entities are required to adopt the revenue recognition standard for reporting periods beginning after December 15, 2016, and interim and annual reporting periods thereafter. Early adoption is not permitted for public entities. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements.
	In June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation — Stock Compensation. As a result, the target is not reflected in the estimation of the award’s grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved. The guidance is effective for annual periods beginning after 15 December 2015 and interim periods within those annual periods. Early adoption is permitted. Management has reviewed the ASU and believes that they currently account for these awards in a manner consistent with the new guidance, therefore there is no anticipation of any effect to the consolidated financial statements.
	In August 2014,FASB issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. Under generally accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity’s liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements—Liquidation Basis of Accounting. Even when an entity’s liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company will evaluate the going concern considerations in this ASU, however, at the current period, management does not believe that it has met conditions which would subject these financial statements for additional disclosure.
	We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

Notes_Payable_Tables

Notes Payable (Tables)	9 Months Ended
	Sep. 30, 2014
Notes Payable Tables	'
Notes payable	'
	Notes payable consisted of the following as of September 30, 2014 and December 31, 2013:
		September 30,		December 31,
		2014		2013
	Demand note from Brian Kistler. The note has no stated interest rate and no maturity date.	$	--	$	1,000
	Demand note from Robin Hunt. The note has no stated interest rate and no maturity date.		--		2,000
	Total notes payable	$	--	$	3,000
	Less current portion		--		(3,000	)
	Long-term potion	$	--	$	---

Summary_of_Significant_Account2

Summary of Significant Accounting Policies (Details Narrative) (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Summary Of Significant Accounting Policies Details Narrative	'	'	'
Cash and cash equivalents	'	'	$712
Deferred tax assets or liabilities	0	'	0
Share-based expense	$0	$0	'

Income_Taxes_Details_Narrative

Income Taxes (Details Narrative) (USD $)	9 Months Ended
	Sep. 30, 2014
Income Taxes Details Narrative	'
Net operating loss carry-forward for Federal income tax	$30,910,681
Deferred tax assets	10,509,632
Operating loss carryforward expiration date	'2031
Effective tax rate	34.00%
Valuation allowance	$10,509,632

Shareholders_Equity_Details_Na

Shareholders' Equity (Details Narrative) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Common stock par value	$0.00	$0.00
Common stock Shares authorized	10,000,000,000	10,000,000,000
Common stock issued	86,545,000	35,040,000
Common stock outstanding	86,545,000	35,040,000
Preferred Stock, Par Value	$0.00	$0.00
Preferred Stock, Shares Authorized	100,000,000	100,000,000
Series A Convertible Preferred Stock [Member]	'	'
Preferred Stock, Shares Issued	1	1
Preferred Stock, Shares Outstanding	1	1
Series B Convertible Preferred Stock [Member]	'	'
Preferred Stock, Shares Issued	76,133	76,648
Preferred Stock, Shares Outstanding	76,133	76,648

Notes_payable_Details

Notes payable (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Total notes payable	'	$3,000
Less current portion	'	-3,000
Long-term Portion	'	'
Brian Kistler [Member] | Line Of Credit [Member]	'	'
Total notes payable	'	1,000
Robin Hunt [Member] | Line Of Credit [Member]	'	'
Total notes payable	'	$2,000