North America Frac Sand (NAFS) 10-K 14 Apr 16 2015 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2015	Apr. 14, 2016	Apr. 05, 2016
Document And Entity Information
Entity Registrant Name	North America Frac Sand, Inc.
Entity Central Index Key	1,409,253
Document Type	10-K
Document Period End Date	Dec. 31, 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 Public float			$ 455,772
Entity Common Stock, Shares Outstanding		46,915,446
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,015

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Current assets
Cash and cash equivalents
Prepaid Expense
Total Current Assets	$ 0	$ 0
Non-current Assets
Net Intangible Assets
TOTAL ASSETS	$ 0	$ 0
Current Liabilities
Accounts payable	24,302	22,878
Note payable, related party	$ 67,582	$ 3,590
Note payable
Total Current Liabilities	$ 91,884	$ 26,468
TOTAL LIABILITIES	91,884	26,468
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, Series A: 10 authorized; $0.00001 par value 1 and 1 shares issued and outstanding on December 31, 2015 and December 31, 2014, respectively	13,741,679	13,741,679
Preferred stock, Series B: 99,999,999 authorized; $0.00001 par value 76,105 and 76,133 shares issued and outstanding on December 31, 2015 and 2014, respectively	1	1
Common stock: 10,000,000,000 authorized; $0.00001 par value 45,665,448 and 865,450 shares issued and outstanding on December 31, 2015 and December 31, 2014, respectively	457	9
Additional paid-in capital	20,674,081	20,674,529
Accumulated deficit	(34,508,102)	(34,442,686)
Total Stockholders' Deficit	(91,884)	(26,468)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 0	$ 0

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 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	99,999,999	99,999,999
Preferred Stock, Shares Issued	76,105	76,133
Preferred Stock, Shares Outstanding	76,105	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	45,665,448	865,450
Common Stock, Shares Outstanding	45,665,448	865,450

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Revenues
Net sales
Total revenues
Cost and expenses:
Professional fees	$ 61,277	$ 38,808
Communication costs	4,339
Total operating expenses	65,416	$ 38,808
Income (loss) from Operations	(64,416)	(38,808)
Net loss available to common stockholders	$ (64,416)	(38,808)
Increased valuation of preferred stock, series A		13,741,679
Net loss	$ (64,416)	$ (13,780,487)
Loss per common shares	$ 0	$ (21.14)
Basic weighted average number of Common shares outstanding	21,388,599	651,991

Statements of Cash Flow

Statements of Cash Flow - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Cash flows from operating activities:
Net (loss)	$ (64,416)	$ (13,780,487)
Adjustments to reconcile net loss to net cash used in operating activities:
Increased valuation of preferred stock, series A		$ 13,741,679
Changes in assets and liabilities:
Prepaid expense
Accounts payable	$ 1,424	$ 37,606
Net Cash (used in) provided by operating activities	$ (63,992)	(1,202)
Cash flows from financing activities:
Repayment of notes payable		(3,100)
Advances under related party note payable	$ 63,992	3,590
Net Cash provided by financing activities	$ 63,992	490
Net change in cash and cash equivalents		(712)
Cash and cash equivalents
Beginning of period		$ 712
End of period
Supplemental cash flow information and noncash financing activities:
Cash paid during the period for: Income taxes
Cash paid during the period for: Interest

Statements Of Changes In Shareh

Statements Of Changes In Shareholders' Deficit - USD ($)	Series A Preferred Stock	Series B Preferred Stock	Common Stock	Additional Paid-In Capital	Deficit	Total
Beginning Balance, Shares at Dec. 31, 2013		76,648	350,400
Beginning Balance, Amount at Dec. 31, 2013		$ 1	$ 4	$ 20,646,893	$ (20,662,199)	$ (15,301)
Non-related parties converted 515 shares of Series B Preferred stock into 51,505,000 shares of unrestricted common stock at par, $0.00001 on August 5, 2014, Shares		(515)	515,050
Non-related parties converted 515 shares of Series B Preferred stock into 51,505,000 shares of unrestricted common stock at par, $0.00001 on August 5, 2014, Amount			$ 5	(5)
Debt forgiveness				$ 27,641		$ 27,641
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, Shares	1
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, Amount	$ 13,741,679					13,741,679
Net loss					$ (13,780,487)	(13,780,487)
Ending Balance, Shares at Dec. 31, 2014	1	76,133	865,450
Ending Balance, Amount at Dec. 31, 2014	$ 13,741,679	$ 1	$ 9	$ 20,674,529	$ (34,442,686)	$ (26,468)
The Company facilitated 1 to 100reverse stock split declared effective on May 20, 2015 by FINRA, adjustment for fractional shares, Shares			(2)
The Company facilitated 1 to 100reverse stock split declared effective on May 20, 2015 by FINRA, adjustment for fractional shares, Amount
Issuance of 37,800,000 restricted shares of common stock at par $0.00001 into escrow to facilitate the North America Frac Sand (CA) Ltd. on July 10, 2015, Shares			37,800,000
Issuance of 37,800,000 restricted shares of common stock at par $0.00001 into escrow to facilitate the North America Frac Sand (CA) Ltd. on July 10, 2015, Amount			$ 378	$ (378)		$ 0
Non-related parties converted 15 shares of Series B Preferred stock into 3,750,000 shares of unrestricted common stock at par, $0.00001 on July 17, 2015, Shares		(15)	3,750,000
Non-related parties converted 15 shares of Series B Preferred stock into 3,750,000 shares of unrestricted common stock at par, $0.00001 on July 17, 2015, Amount			$ 38	(38)
Non-related parties converted 2 shares of Series B Preferred stock into 500,000 shares of unrestricted common stock at par, $0.00001 on August 25, 2015, Shares		(2)	500,000
Non-related parties converted 2 shares of Series B Preferred stock into 500,000 shares of unrestricted common stock at par, $0.00001 on August 25, 2015, Amount			$ 5	(5)
Non-related parties converted 3 shares of Series B Preferred stock into 750,000 shares of unrestricted common stock at par, $0.00001 on September 8, 2015, Shares		(3)	750,000
Non-related parties converted 3 shares of Series B Preferred stock into 750,000 shares of unrestricted common stock at par, $0.00001 on September 8, 2015, Amount			$ 7	(7)
Non-related parties converted 8 shares of Series B Preferred stock into 2,000,000 shares of unrestricted common stock at par, $0.00001 on October 23 2015, Shares		(8)	2,000,000
Non-related parties converted 8 shares of Series B Preferred stock into 2,000,000 shares of unrestricted common stock at par, $0.00001 on October 23 2015, Amount			$ 20	$ (20)
Net loss					$ (65,416)	$ (64,416)
Ending Balance, Shares at Dec. 31, 2015	1	76,105	45,665,448
Ending Balance, Amount at Dec. 31, 2015	$ 13,741,679	$ 1	$ 457	$ 20,674,081	$ (34,508,102)	$ (91,884)

Nature of Business

Nature of Business	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Note 1. NATURE OF BUSINESS	ORGANIZATION The Company is Florida corporation which was incorporated on April 26, 2007. The Company was formed as New Found Shrimp, Inc. to provide consultation to the aquatic farming industry. It was the Company's plan to provide consolidation opportunities for on-going and start up aquatic farming operations. The Company's approach was to 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 Xterra Building Systems, Inc. On July 10, 2015, the Company entered into a Share Purchase Agreement with Canadian Sandtech Inc. to acquire its wholly owned subsidiary, North America Frac Sand (CA) Ltd. ("NASD-CA"). In accordance with this Share Purchase Agreement, the Company issued 37,800,000 shares of common stock and placed these shares in escrow. On September 17, 2015, the Company changed its name to North America Frac Sand, Inc. On February 29, 2016, all subjects were removed by the Company to close on the acquisition of NASD-CA, except for the issuance of audited financial statements. NASD-CA has approximately 30,000 acres of mineral leases located approximately 30 kilometers east of Saskatoon Saskatchewan. The Company is now headquartered in Saskatoon, Saskatchewan.

Going Concern

Going Concern	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Note 2. GOING CONCERN	The Company has a history of losses, including $65,416 and $13,780,487 the years ending December 31, 2015 and 2014, respectively. Losses result in an accumulated deficit of $34,508,101. The Company has negative working capital of $91,884 and $26,468 as at December 31, 2015 and 2014 respectively. 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 Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2015
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 at December 31, 2015 and 2014, 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, 2015 and 2014 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. 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 · 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, 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 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, 2015 and 2014. DEFERRED INCOME TAXES AND VALUATION ALLOWANCE The Company accounts for income taxes under ASC 740 Income Taxes 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, 2015 and at December 31, 2014. The Series B Preferred stock can be converted to common shares at a rate determined by the Board of Directors. 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 December 31, 2015 and 2014 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. Compensation — Stock Compensation 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. Presentation of Financial Statements—Liquidation Basis of Accounting 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, 2015
Notes to Financial Statements
Note 4. INCOME TAXES	At December 31, 2015, the Company had a net operating loss carry–forward for Federal income tax purposes of $34,508,101 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 $12,275,734, 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 $12,275,734. 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 2015.

Shareholders' Equity

Shareholders' Equity	12 Months Ended
	Dec. 31, 2015
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. 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 515,050 unrestricted shares of common stock. The conversion rate was done at par, $0.00001 according to the stated articles of designation. On July 10, 2015, the Company issued 37,800,000 shares of the Company pursuant to a Share Purchase Agreement. The 37,800,000 shares were placed into escrow pending the Closing of the acquisition of NAFS-CA. On July 17, 2015, the Company allowed several non-related parties to convert a total of 15 shares of Series B Preferred stock into 3,750,000 unrestricted shares of common stock. The conversion rate was done at par, $0.00001 according to the stated articles of designation. On August 25, 2015, the Company allowed several non-related parties to convert a total of 2 shares of Series B Preferred stock into 500,000 unrestricted shares of common stock. The conversion rate was done at par, $0.00001 according to the stated articles of designation. On September 18, 2015, the Company allowed several non-related parties to convert a total of 3 shares of Series B Preferred stock into 750,000 unrestricted shares of common stock. The conversion rate was done at par, $0.00001 according to the stated articles of designation On October 13, 2015, the Company allowed several non-related parties to convert a total of 8 shares of Series B Preferred stock into 2,000,000 unrestricted shares of common stock. The conversion rate was done at par, $0.00001 according to the stated articles of designation At December 31, 2015 and December 31, 2014 there were 45,665,448 and 865,450 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 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 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 re-classed such share to mezzanine equity. The Preferred Series A is reclassified at its modification fair value of $13,741,679. At December 31, 2015 and December 31, 2014 there was 1 share of Series A Convertible Preferred Stock issued and outstanding. At December 31, 2015 and December 31, 2014 there were 76,106 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	12 Months Ended
	Dec. 31, 2015
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. As of December 31, 2015, David Alexander had advanced to the Company $67,582 ($3,590-2014) 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, 2015 or 2014. As of the year ending December 31, 2015, Mr. David Alexander accrued and unpaid consulting fees of $14,000 ($9,000 – 2014). Amounts due to related parties at December 31, 2015 and December 31, 2014 totaled $90,582 and $12,590, 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 above amounts are not necessarily indicative of the amounts that would have been incurred had comparable transactions been entered into with independent parties.

Commitments And Contingencies

Commitments And Contingencies	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Note 7. 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, 2015
Notes to Financial Statements
Note 8. SUBSEQUENT EVENTS	On March 21, 2016, the Company announced the resignation of Mr. David Cupp as Director of the Company. On March 21, 2016, the Company changed its principal address to Unit 9B, 218 105 th On March 28, 2016, the Company issued 1,250,000 of shares of common stock pursuant to the conversion of 5 Series B Preferred Shares. The completion of the reverse merger with North America Frac Sand (CA) Ltd. and the shares held in escrow will be released subject to the completion of the audited financial statements of North America Frac Sand (CA) Ltd and completion of the requisite filing. 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 Accoun15

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2015
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 at December 31, 2015 and 2014, 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, 2015 and 2014 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.
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 · 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, 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 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, 2015 and 2014.
DEFERRED INCOME TAXES AND VALUATION ALLOWANCE	The Company accounts for income taxes under ASC 740 Income Taxes
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, 2015 and at December 31, 2014. The Series B Preferred stock can be converted to common shares at a rate determined by the Board of Directors.
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 December 31, 2015 and 2014 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. Compensation — Stock Compensation 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. Presentation of Financial Statements—Liquidation Basis of Accounting 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.

Summary of Significant Accoun16

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Summary Of Significant Accounting Policies Details Narrative
Cash and cash equivalents
Net Intangible Assets
Deferred tax assets or liabilities	$ 0	$ 0
Share-based expense	$ 0	$ 0

Income Taxes (Details Narrative

Income Taxes (Details Narrative)	12 Months Ended
	Dec. 31, 2015USD ($)
Income Taxes Details Narrative
Net operating loss carry-forward for Federal income tax	$ 34,508,101
Deferred tax assets	$ 12,275,734
Operating loss carryforward expiration date	2,032
Effective tax rate	34.00%
Valuation allowance	$ 12,275,734

Shareholders' Equity (Details N

Shareholders' Equity (Details Narrative) - $ / shares	Dec. 31, 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	45,665,448	865,450
Common stock outstanding	45,665,448	865,450
Preferred stock, Par Value	$ 0.00001	$ 0.00001
Preferred Stock, Shares Authorized	99,999,999	99,999,999
Preferred Stock Series A, Shares Issued	1	1
Preferred Stock Series A, Shares Outstanding	1	1
Preferred Stock Series B, Shares Issued	76,106	76,133
Preferred Stock Series B,Shares Outstanding	76,106	76,133

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Related Party Transactions Details Narrative
Due to related parties	$ 90,582	$ 12,590
Note payable, related party	67,582	3,590
Accrued and unpaid consulting fees	$ 14,000	$ 9,000

Going Concern (Details Narrativ

Going Concern (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Going Concern Details Narrative
Net loss	$ 64,416	$ 13,780,487
Working capital	91,884	26,468	$ 15,301
Accumulated deficit	$ (34,508,102)	$ (34,442,686)