North America Frac Sand (NAFS) 10-Q 10 Nov 15 2015 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 06, 2015
Document And Entity Information
Entity Registrant Name	North America Frac Sand, Inc.
Entity Central Index Key	1,409,253
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
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		45,165,448
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,015

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Current assets
Cash and cash equivalents
Total Current Assets
INVESTMENT
Investment in shares of North America Frac Sand (Alberta) Ltd.
TOTAL ASSETS
Current Liabilities
Accounts payable	$ 26,935	$ 22,878
Note payable, related party	55,976	3,590
Total Current Liabilities	82,910	26,468
TOTAL LIABILITIES	82,910	26,468
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, Series A: 10 authorized; $0.00001 par value 1 and 1 shares issued and outstanding, respectively	13,741,679	13,741,679
Preferred stock: 100,000,000 authorized; $0.00001 par value 76,133 and 76,133 shares issued and outstanding, respectively	1	1
Common stock: 10,000,000,000 authorized; $0.00001 par value, 43,665,448 and 865,448 shares issued and outstanding, respectively	437	9
Additional paid-in capital	21,566,601	20,674,529
Accumulated deficit	(35,391,628)	(34,442,686)
Total Stockholders' Deficit	$ (82,910)	$ (26,468)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Stockholders' Equity
Preferred stock Series A, Par Value	$ 0.00001	$ 0.00001
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, Par Value	$ 0.00001	$ 0.00001
Preferred Stock, Shares Authorized	100,000,000	100,000,000
Preferred Stock, Shares Issued	76,133	76,133
Preferred Stock, Shares Outstanding	76,133	76,133
Common Stock, Par Value	$ 0.00001	$ 0.00001
Common Stock, Shares Authorized	10,000,000,000	10,000,000,000
Common Stock, Shares Issued	43,665,448	865,448
Common Stock, Shares Outstanding	43,665,448	865,448

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Condensed Statements Of Operations
Revenues
Operating Expenses
Professional fees	$ 17,264	$ 17,558	$ 54,100	$ 29,801
Selling, general and administrative expenses	2,301		2,343	90
Total operating expenses	19,565	$ 17,558	56,442	29,891
Net loss from operations	(19,565)	(17,558)	(56,442)	(29,891)
Other income (expense)
Benefit conversion of preferred shares to common shares	892,500	10,218,592	892,500	10,236,150
Net loss	$ (912,065)	$ (10,236,150)	$ (948,942)	$ (10,248,483)
Basic and diluted loss per share	$ (0.02)	$ (29.21)	$ (0.07)	$ (29.25)
Weighted average number of shares outstanding	37,988,818	350,400	13,375,888	350,400

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$ (948,942)	$ (10,248,483)
Adjustments to reconcile net loss to net cash provided in operations:
Forgiveness of debt		27,641
Benefit from conversion of preferred stock to common stock	$ 892,500	10,218,592
Changes in assets and liabilities:
Accounts payable	4,057	1,048
Net Cash (used in) provided by operating activities	$ (52,386)	(1,202)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable		(3,100)
Due to related party	$ 52,386	3,590
Net Cash provided by financing activities	$ 52,386	490
Net change in cash and cash equivalents		(712)
Cash and cash equivalents
Beginning of period		$ 712
End of period
Supplemental cash flow information
Cash paid for interest
Cash paid for taxes

Nature of Business

Nature of Business	9 Months Ended
	Sep. 30, 2015
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 Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2015
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, 2014 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, 2015 are not necessarily indicative of the results for the full fiscal year ending December 31, 2015. 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, 2015 and December 31, 2014 were $nil. 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. 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 · 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, 2015. 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 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, 2015 and December 31, 2014. SHARE-BASED EXPENSE ASC 718, Compensation – Stock Compensation 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. Share-based expense for the periods ended September 30, 2015 and 2014 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, 2015. 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. 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, 2015
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

Acquisition of north america fr

Acquisition of north america frac sand (ca) ltd	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Note 4. ACQUISITION OF NORTH AMERICA FRAC SAND (CA) LTD.	On July 10, 2015, the Company announced that it had entered into an agreement to acquire 100% of the issued and outstanding shares of North America Frac Sand (CA) Ltd. ("NAFS Shares") for 37,800,000 shares of the common stock. Both the Company's 37,800,000 and 100% of the issued and outstanding NAFS Shares will be held in escrow until NAFS provides the Company with firstly, required audited financial statements, secondly, a certificate that the leases held by NAFS are unencumbered and are in good standing, and thirdly, confirmation that recoverable reserves are at least 6.4 million tons of frac sand, and that potential reserves are at least 66 million tons of frac sand. It was anticipated that the audited financial statements and the report confirming the reserves and the potential reserves would be completed before October 15, 2015. On October 5, 2015, through amendment, the Company has extended the October 15, 2015 date, to November 30, 2015. Upon completion of the acquisition, the Company will account for the transaction as a reverse takeover by North America Frac Sand (CA) Ltd. In the interim, the Company has not valued the shares issued.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Note 5. INCOME TAXES	At September 30, 2015, the Company had a net operating loss carry–forward for Federal income tax purposes of $1,683,822 that may be offset against future taxable income through 2031. The impact of the reverse takeover on future taxable income reduced the amount of tax carried forward to the percentage which previous shareholders held in corporation divided by the number of shares issued and outstanding after the reverse takeover. This reduced the operating loss carry-forward available for Federal income tax purposes by $32,479,563. 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 $572,499, 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 $572,499. 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	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Note 6. 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 100 reverse stock split, declared effective on May 20, 2015. All shares and per shares presented have been adjusted to reflect the reverse stock split. On December 4, 2013 the Company issued 297,437 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 a subsequent period. On July 10, 2015, the Company issued 38,750,000 shares of restricted common stock valued at $2,646,000 to Canadian Sandtech Inc. in exchange for 100% of the issued and outstanding shares of North America Frac Sand (CA) Ltd. Both the 38,750,000 shares of the Company and 100% of the issued and outstanding shares of North America Frac Sand (CA) Ltd. are being held in escrow subject to due diligence. On July 17, 2015, the Company issued 3,750,000 shares of common stock valued at $262,500 upon conversion of 15 shares of series B Preferred Stock. On August 25, 2015, the Company issued 500,000 shares of common stock valued at $255,000 upon conversion of 2 shares of series B Preferred Stock. On September 8, 2015, the Company issued 750,000 shares of common stock valued at $375,000 upon conversion of 3 shares of series B Preferred Stock. At September 30, 2015 and December 31, 2014 there were 43,665,448 and 865,448 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 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. During the three month period ended September 30, 2015, 20 shares of Preferred Series B stock were converted into 5,000,000 shares of Common Stock of the Company. At September 30, 2015 and December 31, 2014 there was 1 share of Series A Convertible Preferred Stock issued and outstanding. At September 30, 2015 and December 31, 2014 there were 76,133 and 76,133 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	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Note 7. RELATED PARTY TRANSACTIONS	EQUITY TRANSACTIONS 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. As at September 30, 2015 and December 31, 2014, included in accounts payable was $18,000 and $9,000, respectively due to an officer and director of the Company. OTHER The sole officer and both 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	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Note 8. Notes Payable	Notes payable consisted of the following as of September 30, 2015 and December 31, 2014: September 30, 2015 December 31, 2014 Demand note from David Alexander. The note has no stated interest rate and no maturity date. $ 55,976 $ 3,590 Total notes payable $ 55,976 $ 3,590 Less current portion (55,976) (3,590) Long-term potion $ --- $ ---

Commitments And Contingencies

Commitments And Contingencies	9 Months Ended
	Sep. 30, 2015
Commitments And Contingencies
Note 9. 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, 2015
Notes to Financial Statements
Note 10. SUBSEQUENT EVENTS	On October 7, 2015, the Company issued 500,000 shares of common stock valued at $200,000 upon conversion of 2 shares of series B Preferred Stock. 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 Accoun16

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2015
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, 2014 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, 2015 are not necessarily indicative of the results for the full fiscal year ending December 31, 2015.
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, 2015 and December 31, 2014 were $nil.
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. 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 · 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, 2015. 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
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, 2015 and December 31, 2014.
SHARE-BASED EXPENSE	ASC 718, Compensation – Stock Compensation 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. Share-based expense for the periods ended September 30, 2015 and 2014 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, 2015.
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. 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, 2015
Notes Payable Tables
Notes payable	Notes payable consisted of the following as of September 30, 2015 and December 31, 2014: September 30, 2015 December 31, 2014 Demand note from David Alexander.The note has no stated interest rate and no maturity date. $ 55,976 $ 3,590 Total notes payable $ 55,976 $ 3,590 Less current portion (55,976) (3,590) Long-term potion $ --- $ ---

Summary of Significant Accoun18

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Summary Of Significant Accounting Policies Details Narrative
Cash and cash equivalents
Deferred tax assets or liabilities	$ 0		$ 0
Share-based expense	$ 0	$ 0

Income Taxes (Details Narrative

Income Taxes (Details Narrative)	9 Months Ended
	Sep. 30, 2015USD ($)
Income Taxes Details Narrative
Net operating loss carry-forward for Federal income tax	$ 1,683,822
Deferred tax assets	$ 572,499
Operating loss carryforward expiration date	2,031
Effective tax rate	34.00%
Valuation allowance	$ 572,499

Shareholders' Equity (Details N

Shareholders' Equity (Details Narrative) - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Shareholders Equity Details Narrative
Common stock par value	$ 0.00001	$ 0.00001
Common stock Shares authorized	10,000,000,000	10,000,000,000
Common stock issued	43,665,448	865,448
Common stock outstanding	43,665,448	865,448
Preferred stock, Par Value	$ 0.00001	$ 0.00001
Preferred Stock, Shares Authorized	100,000,000	100,000,000
Preferred Stock Series A, Shares Issued	1	1
Preferred Stock Series A, Shares Outstanding	1	1
Preferred Stock Series B, Shares Issued	76,133	76,133
Preferred Stock Series B,Shares Outstanding	76,133	76,133

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Related Party Transactions Details Narrative
Due to an officer	$ 18,000	$ 9,000

Notes Payable (Details)

Notes Payable (Details) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Notes Payable Details
Demand note from David Alexander. The note has no stated interest rate and no maturity date.	$ 55,976	$ 3,590
Total notes payable	55,976	3,590
Less current portion	$ (55,976)	$ (3,590)
Long-term potion