North America Frac Sand (NAFS) 10-K 6 Apr 15 2014 FY Annual report Financial data

Document_and_Entity_Informatio

Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2014	Mar. 30, 2015	Jun. 30, 2014
Document And Entity Information
Entity Registrant Name	Xterra Building Systems, Inc.
Entity Central Index Key	1409253
Document Type	10-K
Document Period End Date	31-Dec-14
Amendment Flag	FALSE
Current Fiscal Year End Date	-19
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 Public Float			$0
Entity Common Stock, Shares Outstanding		86,545,000
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2014

Balance_Sheets

Balance Sheets (USD $)	Dec. 31, 2014	Dec. 31, 2013
Current assets
Cash and cash equivalents		$712
Prepaid Expense
Total Current Assets		712
Net Intangible Assets
TOTAL ASSETS		712
Current Liabilities
Accounts payable	22,878	12,913
Note payable, related party	3,590	100
Note payable		3,000
Total Current Liabilities	26,468	16,013
TOTAL LIABILITIES	26,468	16,013
COMMITMENTS AND CONTINGENCIES
Preferred stock, Series A: 10 authorized; $0.00001 par value 1 and 1 shares issued and outstanding, respectively	13,741,679
Stockholders' Deficit
Preferred stock, Series B: 99,999,999 authorized; $0.00001 par value 76,133 and 76,647 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	20,673,672	20,666,599
Accumulated deficit	-34,442,685	-20,662,198
Total Stockholders' Deficit	-26,468	-15,301
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$712

Balance_Sheets_Parenthetical

Balance Sheets (Parenthetical) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Stockholders' Equity
Preferred Stock Series A, Par Value	$0.00	$0.00
Preferred Stock Series A, Shares Authorized	10	10
Preferred Stock Series A, Shares Issued	1	1
Preferred Stock Series A, Shares Outstanding	1	1
Preferred Stock Series B, Par Value	$0.00	$0.00
Preferred Stock Series B, Shares Authorized	99,999,999	99,999,999
Preferred Stock Series B, Shares Issued	76,133	76,647
Preferred Stock Series B, Shares Outstanding	76,133	76,647
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

Statements_of_Operations

Statements of Operations (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Revenues:
Net sales
Total revenues
Cost and expenses:
Professional fees	38,808	67,089
Impairment loss		55,000
Total operating expenses	38,808	122,089
Income (loss) from Operations	-38,808	-122,089
Net loss available to common stockholders	-38,808	-122,089
Increased valuation of preferred stock, series A	-13,741,679
Net loss	($13,780,487)	($122,089)
Loss per common shares	$0	($0.05)
Basic weighted average number of Common shares outstanding	56,385,932	2,588,974

Statements_of_Changes_In_Share

Statements of Changes In Shareholders' Deficit (USD $)	Preferred Stock B	Common Stock	Additional Paid-In Capital	Deficit	Total
Beginning Balance, Amount at Dec. 31, 2012	$1		$20,666,599	($20,540,109)	$126,491
Beginning Balance, Shares at Dec. 31, 2012	84,669	46,288
Cancellation of 8,000 shares of Series B Preferred stock due to non-performance of contract on November 5, 2013, Shares	-8,000
Cancellation of 8,000 shares of Series B Preferred stock due to non-performance of contract on November 5, 2013, Amount			-20,000		-20,000
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, Shares		29,743,712
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, Amount		297			297
The Company converted 21 shares of Series B Preferred stock from non-related parties into 5,250,000 shares of unrestricted common stock at par $0.00001 on December 9, 2013, Shares	-21	5,250,000
The Company converted 21 shares of Series B Preferred stock from non-related parties into 5,250,000 shares of unrestricted common stock at par $0.00001 on December 9, 2013, Amount		53	-53
Forgiveness of debt by related party
Net loss				-122,089	-122,089
Ending Balance, Amount at Dec. 31, 2013	1	350	20,646,546	-20,662,198	-15,301
Ending Balance, Shares at Dec. 31, 2013	76,648	35,040,000
The Company converted 515 shares of Series B Preferred stock from non-related parties into 51,505,000 shares of common stock at par $0.00001 in July 2014, Shares	-515	51,505,000
The Company converted 515 shares of Series B Preferred stock from non-related parties into 51,505,000 shares of common stock at par $0.00001 in July 2014, Amount		515	-515
Forgiveness of debt by related party			27,641		27,641
Net loss				-13,780,487	-13,780,487
Ending Balance, Amount at Dec. 31, 2014	$1	$865	$20,673,672	($34,442,685)	($26,468)
Ending Balance, Shares at Dec. 31, 2014	76,133	86,545,000

Statements_of_Cash_Flows

Statements of Cash Flows (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Cash flows from operating activities:
Net loss	($38,808)	($122,089)
Adjustments to reconcile net loss to net cash used in operating activities:
Debt forgiveness	27,641
Impairment of intangible website		55,000
Escrow costs		297
Prepaid expenses		46,250
Accounts payable	9,965	8,648
Net cash (used in) provided by operating activities	-1,202	-11,894
Cash flows from financing activities:
Repayment of notes payable	-3,100
Advances under related party note payable	3,590
Net cash provided by financing activities	490
Net change in cash and cash equivalents	-712	-11,893
Cash and cash equivalents
Beginning of period	712	12,606
End of period		712
Supplemental cash flow information and noncash financing activities:
Cash paid during the period for: Income taxes
Cash paid during the period for: Interest

Nature_of_Business

Nature of Business	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
Note 1. NATURE OF BUSINESS	ORGANIZATION
	The Company was incorporated in the State of Indiana as a for-profit Company on April 26, 2007. The Company was formed as New Found Shrimp, Inc. 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. On April 25, 2014, the Company changed its name to Innovate Building Systems, Inc. On September 17, 2014, the Company changed its name to Xterra Building Systems, Inc.
	The Company was headquartered in Indianapolis, Indiana.

Going_Concern

Going Concern	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
Note 2. GOING CONCERN	The Company has a history of losses, including $13,780,487 and $122,089 for the years ending December 31. 2014 and 2013, respectively. Losses result in an accumulated deficit of $34,442,685. The Company has negative working capital of $26,468. 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.

Summary_of_Significant_Account

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
Note 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	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 totaled $Nil and $712 at December 31, 2014 and 2013, 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.
	INTANGIBLE ASSETS
	The Company has applied the provisions of ASC topic 350 – Intangible – goodwill and other, in accounting for its intangible assets. Intangible assets are being amortized by straight-line method on the basis of a useful life of 3 years, to begin upon the operational commencement. Intangible assets consist of website development cost. The balance at December 31, 2014 and 2013 was $-0- and $-0-, respectively.
	IMPAIRMENT OF LONG- LIVED ASSETS
	The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under FASB ASC 360-10-35-17 if events or circumstances indicate that their carrying amount might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using the rules of FASB ASC 930-360-35, Asset Impairment, and 360-0 through 15-5, Impairment or Disposal of Long- Lived Assets. At December 31, 2013 the Company recorded an impairment loss of $55,000 for the development of a website due to non-performance.
	FINANCIAL INSTRUMENTS
	The Company’s balance sheet includes financial instruments, specifically accounts payable, accrued expenses, and payables to related parties. 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 December 31, 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 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. The Company has not generated any revenues for the periods presented.
	RESEARCH AND DEVELOPMENT
	The Company expenses research and development costs when incurred. Research and development costs include engineering and testing of product and outputs. Indirect costs related to research and developments are allocated based on percentage usage to the research and development. We spent $-0- in research and development costs for the years December 31, 2014 and 2013.
	DEFERRED INCOME TAXES AND VALUATION ALLOWANCE
	The Company accounts for income taxes under ASC 740 Income Taxes. Under the asset and liability method of 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. 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 December 31, 2014 or December 31, 2013.
	NET INCOME (LOSS) PER COMMON SHARE
	Net income (loss) per share is calculated in accordance with 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 December 31, 2014 and at December 31, 2013. As of December 31, 2014 the Company had 7,959,556,134 potential dilutive common shares, due to conversion features of the preferred stock outstanding.
	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.
	Share-based expense for the periods ended December 31, 2014 and 2013 totaled $-0- and $-0-, respectively.
	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 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.

Income_Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
Note 4. INCOME TAXES	At December 31, 2014, the Company had a net operating loss carry–forward for Federal income tax purposes of $34,442,685 that may be offset against future taxable income through 2032. 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 $10,512,664, 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 $10,512,664.
	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 2014.

Shareholders_Equity

Shareholders' Equity	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
Note 5. SHAREHOLDERS' EQUITY	COMMON STOCK
	On September 17, 2014, the Company amended its Articles of Incorporation. 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.
	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. The completion of the acquisition was not complete, however the shares have remained in escrow, in anticipation of other potential acquisitions that may arise.
	During the month of December 2013 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 month of August 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 December 31, 2014 and December 31, 2013 there were 86,545,000 and 35,040,000 shares of common stock issued and outstanding, respectively.
	PREFERRED STOCK
	On September 17, 2014, the Company amended its Articles of Incorporation. 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: 10 shares of preferred stock has been designated as Series A. The certificate of designations for the Preferred A Stock provides that it may only be issued in exchange for the partial or full retirement of debt held by management, employees or consultants, or as directed by a majority vote of the Board of Directors. Series A may be convertible into the number of shares of common stock which equals four times the sum of (i) the total number of shares of common stock which are issued and outstanding at the time of conversion, plus (ii) the total number of shares of Series B and Series C preferred stocks which are issued and outstanding at the time of conversion. The Series A class possesses a number of votes equal to the number of common stock equivalents, if converted.
	Series B: 999,999,990 shares of preferred stock has been designated as 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. Preferred Series B will have liquidation rites, an amount equal to $1.00 per share, plus any declared but unpaid dividends for each share held. Each share will have 10 votes. Each share of Series B Preferred Stock shall be convertible into restricted common shares, 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 2013 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 at par, $0.00001 according to the stated articles of designation.
	On September 17, 2014, the Company amended its Articles of Incorporation. The amendment modified the terms of the Preferred Series A conversion exchange to common stock. As a result of this modification, the addition of a material conversion option triggered extinguishment accounting which requires the Company to fair value the new instrument and consider the incremental value of the fair value of the modified preferred stock over the carrying value at the date of the modification as a reduction of income available to common stockholders. The Preferred Series A was deemed to have a fair value of $13,741,679 based upon the converted valuation approach as the primary driver of value in the instrument, its common stock equivalency.
	In addition, as a result of this new conversion feature, the Company cannot assert it has sufficient shares to settle both Preferred Series A and Preferred Series B and accordingly has reclassed such share to mezzanine equity. The Preferred Series A is reclassified at its modification fair value of $13,741,679.
	At December 31, 2014 and December 31, 2013 there was 1 share of Series A Convertible Preferred Stock issued and outstanding.
	At December 31, 2014 and December 31, 2013 there were 76,133 and 76,648 shares of Series B Convertible Preferred Stock issued and outstanding, respectively.
	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	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
Note 6. RELATED PARTY TRANSACTIONS	NOTES PAYABLE
	In support of the Company’s efforts and cash requirements, it has relied on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by these related parties. Amounts represent advances or amounts paid in satisfaction of liabilities of the Company. The advances are considered temporary in nature and have not been formalized by a promissory note.
	During the year, David Alexander advanced to the Company $3,590 with no stated interest rate, payment terms and is due on demand.
	On May 18, 2011 David Cupp loaned the Company $100 with no stated interest rate, payment terms and is due on demand. Additionally, payments were made on behalf of the Company in satisfaction of liabilities, totaling $27,541. The total amount due to Mr. Cupp, $27,641, was forgiven in 2014 and recognized as a contribution to capital. No amount was due to Mr. Cupp as of December 31, 2014.
	During the year Mr. David Alexander accrued and unpaid consulting fees of $9,000.
	Amounts due to related parties at December 31, 2014 and December 31, 2013 totaled $12,590 and $100, respectively.
	OTHER
	The officers and directors of the Company 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.
	The above amounts are not necessarily indicative of the amounts that would have been incurred had comparable transactions been entered into with independent parties.

Notes_Payable

Notes Payable	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
Note 7. NOTES PAYABLE	Notes payable consisted of the following as of December 31, 2014 and 2013:
		December 31,		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	$	-		-
	Amounts due at December 31, 2013 were satisfied in payments made during the change in controls.

Commitments_and_Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 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	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
Note 9. SUBSEQUENT EVENTS	On February 9, 2015, Our Principal Executive Officer, David Cupp submitted his resignation to be effective immediately. There are no arrangements or understandings with Mr. Cupp regarding the election of directors or other matters. Mr. Cupp will remain a member of the Board of Directors for the Company.
	Mr. David Alexander has assumed the role of Chief Executive Officer.
	On February 10, 2015, the Company changed its principal address to 2555 Keats Road, North Vancouver, B.C. V7H 2M7.
	Management has evaluated subsequent events through the date the financial statements were issued. Based on our evaluation no events have occurred requiring adjustment or disclosure.

Summary_of_Significant_Account1

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2014
Summary Of Significant Accounting Policies Policies
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 totaled $Nil and $712 at December 31, 2014 and 2013, 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.
INTANGIBLE ASSETS	The Company has applied the provisions of ASC topic 350 – Intangible – goodwill and other, in accounting for its intangible assets. Intangible assets are being amortized by straight-line method on the basis of a useful life of 3 years, to begin upon the operational commencement. Intangible assets consist of website development cost. The balance at December 31, 2014 and 2013 was $-0- and $-0-, respectively.
IMPAIRMENT OF LONG- LIVED ASSETS	The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under FASB ASC 360-10-35-17 if events or circumstances indicate that their carrying amount might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using the rules of FASB ASC 930-360-35, Asset Impairment, and 360-0 through 15-5, Impairment or Disposal of Long- Lived Assets. At December 31, 2013 the Company recorded an impairment loss of $55,000 for the development of a website due to non-performance.
FINANCIAL INSTRUMENTS	The Company’s balance sheet includes financial instruments, specifically accounts payable, accrued expenses, and payables to related parties. 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 December 31, 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 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. The Company has not generated any revenues for the periods presented.
RESEARCH AND DEVELOPMENT	The Company expenses research and development costs when incurred. Research and development costs include engineering and testing of product and outputs. Indirect costs related to research and developments are allocated based on percentage usage to the research and development. We spent $-0- in research and development costs for the years December 31, 2014 and 2013.
DEFERRED INCOME TAXES AND VALUATION ALLOWANCE	The Company accounts for income taxes under ASC 740 Income Taxes. Under the asset and liability method of 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. 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 December 31, 2014 or December 31, 2013.
NET INCOME (LOSS) PER COMMON SHARE	Net income (loss) per share is calculated in accordance with 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 December 31, 2014 and at December 31, 2013. As of December 31, 2014 the Company had 7,959,556,134 potential dilutive common shares, due to conversion features of the preferred stock outstanding.
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.
	Share-based expense for the periods ended December 31, 2014 and 2013 totaled $-0- and $-0-, respectively.
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 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)	12 Months Ended
	Dec. 31, 2014
Notes Payable Tables
Notes payable	Notes payable consisted of the following as of December 31, 2014 and 2013:
		December 31,		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	$	-		-

Going_Concern_Details_Narrativ

Going Concern (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Going Concern Details Narrative
Net loss	$13,780,487	$122,089
Working capital	26,468	15,301	-126,491
Accumulated deficit	($34,442,685)	($20,662,198)

Summary_of_Significant_Account2

Summary of Significant Accounting Policies (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Summary Of Significant Accounting Policies Details Narrative
Cash and cash equivalents		$712
Impairment loss		55,000
Potential dilutive common shares, due to conversion	7,959,556,134
Intangible assets	0	0
Research and development costs	0	0
Stock based compensation	$0	$0

Income_Taxes_Details_Narrative

Income Taxes (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2014
Income Taxes Details Narrative
Net operating loss carry-forward for Federal income tax	$34,442,685
Deferred tax assets	10,512,664
Operating loss carryforward expiration date	2032
Effective tax rate	34.00%
Valuation allowance	$10,512,664

Shareholders_Equity_Details_Na

Shareholders' Equity (Details Narrative)	Dec. 31, 2014	Dec. 31, 2013
Shareholders Equity Details Narrative
Common stock issued	86,545,000	35,040,000
Common stock outstanding	86,545,000	35,040,000
Preferred Stock Series A, Shares Issued	1	1
Preferred Stock Series A, Shares Outstanding	1	1
Preferred Stock Series B, Shares Issued	76,133	76,647
Preferred Stock Series B, Shares Outstanding	76,133	76,647

Related_Party_Transactions_Det

Related Party Transactions (Details Narrative) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Related Party Transactions Details Narrative
Due to related parties	$12,590	$100

Notes_payable_Details

Notes payable (Details) (USD $)	Dec. 31, 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