North America Frac Sand (NAFS) 10-Q 22 Nov 16 2016 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Nov. 21, 2016
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, 2016
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		56,915,448
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,016

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Current assets
Cash and cash equivalents	$ 0	$ 0
Total Current Assets	0	0
Investment in mineral properties	0	0
TOTAL ASSETS	0	0
Current Liabilities
Accounts payable	60,675	1,302
Accounts payable - related party	155,007	23,000
Note payable, related party		67,582
Note payable	271,233
Total Current Liabilities	486,915	91,884
TOTAL LIABILITIES	486,915	91,884
COMMITMENTS AND CONTINGENCIES
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: Series B: 99,999,990 authorized; $0.00001 par value 126 and 76,105 shares issued and outstanding, respectively		1
Common stock: 10,000,000,000 authorized; $0.00001 par value, 53,415,448 and 45,665,448 shares issued and outstanding, respectively	534	457
Additional paid-in capital	22,034,804	20,674,081
Accumulated deficit	(36,263,932)	(34,508,102)
Total Stockholders' Deficit and Preferred Stock, Series A	(486,915)	(91,884)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 0	$ 0

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2016	Dec. 31, 2015
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 Series B, Par Value	$ 0.00001	$ 0.00001
Preferred Stock Series B, Shares Authorized	99,999,990	99,999,990
Preferred Stock Series B, Shares Issued	126	76,105
Preferred Stock Series B, Shares Outstanding	126	76,105
Common Stock, Par Value	$ 0.00001	$ 0.00001
Common Stock, Shares Authorized	10,000,000,000	10,000,000,000
Common Stock, Shares Issued	53,415,448	45,665,448
Common Stock, Shares Outstanding	53,415,448	45,665,448

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Condensed Consolidated Statements Of Operations
Revenues
Operating Expenses
Communication	5,111		15,875
Professional fees	64,042	17,264	185,672	54,100
Selling, general and administrative expenses	2,376	2,301	9,421	2,343
Total operating expenses	71,529	19,565	210,968	56,443
Net loss from operations	(71,529)	(19,565)	(210,968)	(56,443)
Other expenses (income)
Interest expense	5,433		5,433
Impairment loss on mineral properties	1,539,430		1,539,430
Total other expenses (income)	1,544,863		1,544,863
Net (loss) income	$ (1,616,392)	$ (19,565)	$ (1,755,831)	$ (56,443)
Basic (loss) per share	$ (0.06)	$ 0	$ (0.11)	$ (0.03)
Diluted (loss) per share	$ (0.02)	$ 0	$ (0.02)	$ 0
Weighted average number of shares outstanding
Basic	26,739,361	4,297,513	15,335,896	2,022,041
Fully Diluted	84,915,448	19,071,915,448	84,915,448	19,071,915,448

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$ (1,755,831)	$ (56,443)
Adjustments to reconcile net loss to net cash provided in operations:
Impairment loss on mineral property	1,539,430
Shares issued for mineral property	1,360,800
Changes in assets and liabilities:
Accounts payable assumed in mineral property acquisition	(23,640)
Accounts payable	59,373	(4,943)
Accounts payable - related party	132,007	9,000
Net Cash (used in) provided by operating activities	1,312,139	(52,386)
CASH FLOWS FROM INVESTMENT ACTIVITIES:
Acquisition of mineral property	(1,360,800)
Advances to mineral property	(63,502)
Net Cash provided by investing activities	(1,424,302)
CASH FLOWS FROM FINANCING ACTIVITIES:
Notes payable assumed in mineral property acquisition	(91,488)
Proceeds from related party notes payable	203,651	52,386
Net Cash provided by financing activities	112,163	52,386
Net change in cash and cash equivalents
Cash and cash equivalents
Beginning of period
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, 2016
Notes to Financial Statements
Note 1. Nature Of Business	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. (“NAFS-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 NAFS-CA, except for the issuance of audited financial statements. On August 29, 2016, the Company closed on its acquisition of NAFS- CA with the filing of NAFS-CA’s financial statements and the shares held in escrow were released. NAFS-CA has approximately 30,000 acres of mineral leases located approximately 30 kilometers east of Saskatoon, Saskatchewan. During the year, the Company has advanced funds ($10,950), provided management, and have commenced exploration activities on the mineral leases. The Company is now headquartered in North Vancouver, British Columbia.

Going Concern

Going Concern	9 Months Ended
	Sep. 30, 2016
Notes to Financial Statements
Note 2. Going Concern	The Company has a history of losses, including $1,616,392 and $19,565 the quarters ending September 30, 2016 and 2015, respectively. Losses result in an accumulated deficit of $36,263,932. The Company has negative working capital of $486,915 and $91,884 as at September 30, 2016 and December 31, 2015 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	9 Months Ended
	Sep. 30, 2016
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 September 30, 2016 and December 31, 2015, 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. PRINCIPALS OF CONSOLDIATION The consolidated financial statements include the Company’s wholly-owned subsidiary company, North America Frac Sand (CA) Ltd. All significant intercompany transactions have been eliminated. The Company closed on the acquisition on August 29, 2016. 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 September 30, 2016. 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. MINERAL PROPERTY ACQUISITION AND EXPLORATION COSTS Mineral property acquisition costs are initially capitalized when incurred. These costs are then assessed for impairment when factors are present to indicate the carrying costs may not be recoverable. Mineral exploration costs are expensed when incurred. 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. Because 37,800,000 shares of common stock have been issued under escrow subject to closing on the NAFS-CA acquisition, these shares are deemed contingent shares and have not been included in the calculation of loss per share. Dilutive potential common shares are additional common shares assumed to be exercised. Currently there are 126 shares of $0.00001 par value Series B Preferred Shares. Each share is convertible into 250,000 common shares. If all of the Preferred B shares were converted to common shares, there would be 31,500,000 shares issued. Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding at September 30, 2016 and 2015. 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 September 30, 2016 and 2015 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.

Investment In Eagle Creek Prope

Investment In Eagle Creek Property	9 Months Ended
	Sep. 30, 2016
Notes to Financial Statements
Note 4. Investment In Eagle Creek Property	On August 29, 2016, the Company acquired through NAFS-CA acquired the Eagle Creek Properties. A description of the mineral leases are as follow: A description of the Company’s mineral leases is as follows: Lease Description of Lease Lease Rate # 1 Section 11, NE ¼ of Section 2, N (½) of Section 3, in Township 38, Range 10, West of the 3 rd Up-front payment of $3,000. Ten-year lease dated July 17, 2015, automatically extended for second 10 years if royalties are being paid. Lease rate is $1 per acre per year. Royalty rate is $5.00 per ton of processed ore sold at $80 per metric ton or less, and $5.00 plus the 10% of the difference between sales price greater than $80 and $80 per metric ton. # 2 West ½ of Section 2, Township 38, Range 10, West of the 3 rd rd Ten-year lease dated June 21, 2008, automatically extended for second 10 years if royalties are being paid. Lease rate is $1 per acre per year. Royalty rate is $3.00 per ton if 25% waste, $4.00 per ton if 20% waste, and $5.00 per ton if 15% or less waste. Prior to acquisition, the leases have been explored through extensive drilling operations. As there has not been an economic evaluation of the mineral leases, the investment in the mineral leases have been expensed as Impairment of mineral leases of $1,539,430. On May 27, 2016, the Company entered into an agreement with Northwest Corporation to undertake exploration activities and to prepare an economic evaluation through the preparation NI43-101 report on the mineral leases. As of September 30, 2016, the Company had expended approximately $69,485. As these expenditures were undertaken prior to the effective date of the transaction, they have not been incorporated into the consolidated financial statements.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2016
Notes to Financial Statements
Note 5. Income Taxes	At September 30, 2016, the Company had a net operating loss carry–forward for Federal income tax purposes of $711,454 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 $241,894, 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 $241,894. Net Loss Permanent Differences Taxable Loss Year Ended December 31, 2011 $ 7,789 $ - $ 7,789 December 31, 2012 20,533,321 20,450,000 83,321 December 31, 2013 122,089 - 122,089 December 31, 2014 13,780,487 13,741,679 38,808 December 31, 2015 64,416 - 64,416 September 30, 2016 1,755,831 1,360,800 395,031 Estimated Loss carried forward $ 36,263,933 $ 35,552,479 $ 711,454 9 Tax rate 34 % Potential Tax Benefit Carried Forward $ 241,894 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	9 Months Ended
	Sep. 30, 2016
Notes to Financial Statements
Note 6. Shareholders' Equity	On July 28, 2016, the Company amended its Articles of Incorporation. The Company has been authorized to issue 500,000,000 shares of common stock, $0.00001 par value. (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 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 On March 28, 2016, the Company allowed a non-related party 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 April 1, 2015, the Company allowed several non-related parties to convert a total of 5 shares of Series B Preferred stock into 1,250,000 unrestricted shares of common stock. The conversion rate was done at par, $0.00001 according to the stated articles of designation On June 20, 2016, the Company allowed a non-related party to convert a total of 10 shares of Series B Preferred stock into 2,500,000 unrestricted shares of common stock. The conversion rate was done at par, $0.00001 according to the stated articles of designation. On July 28, 2016, the Company received into treasury for cancellation 72,598 Series B Preferred stock. On July 28, 2016, the Company allowed a non-related party to convert a total of 14 shares of Series B Preferred stock into 3,500,000 unrestricted shares of common stock. The conversion rate was done at par, $0.00001 according to the stated articles of designation. On August 29, 2016, the Company released from the escrow the 37,800,000 shares issued in exchange for the issued and outstanding shares of NAFS-CA. The market value at the date of the release from escrow was $0.036 per share consequently, the valuation of the shares issued was calculated to be $1,360,800. At September 30, 2016 and December 31, 2015 there were 53,415,448 and 45,665,448 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 have been designated as Series A. The certificate of designations for the Series A Preferred 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. Until the Articles of Incorporation was amended on July 28, 2016, the Series A Preferred stock could 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. On July 28, 2016, the Company amended its Articles of Incorporation removing the conversion rights of Series A Preferred Stock. Series B: 999,999,990 shares of preferred stock have 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. The initial price of each share of Series B Preferred Stock is $2.50. 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 $2.50 price of the Series B Preferred Stock, divided by the par value of the Common Stock of $0.00001 which equals 250,000 shares of Common Stock, subject to adjustment as may be determined by the Board of Directors from time to time (the “Conversion Rate”). When 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, because there was insufficient authorized capital, the addition of a material conversion option which the Series A Preferred Stock were granted, triggered extinguishment accounting. Under the terms of the SEC rules governing extinguishment accounting, a fair value of the Company had to be estimated and the portion of the value which attributed to newly modified Series A Preferred Stock was estimated. As per SEC guidelines, the market share price as of September 17,2014 (the “date of modification”) was used to value the Company. This prescribed value represents the estimate of fair value of the modified Preferred Stock used to represent the carrying value at the date of modification as a reduction of the income available to common shareholders. The Series A Preferred Stock 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 September 30, 2016 and December 31, 2015 there was 1 share of Series A Convertible Preferred Stock issued and outstanding. At September 30, 2016 and December 31, 2015 there were 76,088 and 76,105 shares of Series B Convertible Preferred Stock issued and outstanding, respectively. On July 20, 2016, there were 75,948 shares of Series B Preferred stock cancelled and returned to treasury resulting in a balance of 140 Series B Preferred stock currently being outstanding. 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, 2016
Notes to Financial Statements
Note 7. 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 September 30, 2016, David Alexander has advanced to the Company $0 ($67,582- December 31, 2015) with no stated interest rate, payment terms and is due on demand. As of September 30, 2016, Mr. David Alexander accrued and unpaid consulting fees and expenses of $155,007 ($23,000- December 31, 2015). 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.

Promissory Notes

Promissory Notes	9 Months Ended
	Sep. 30, 2016
Notes to Financial Statements
Note 8. Promissory Notes	Promissory Notes Payable Name Date issued Date due Interest Rate Amount B Lavallee July 31, 2016 January 31, 2017 10 % $ 156,745 New Opportunity Business Solutions August 5, 2016 Demand 10 % 23,000 T Kearl February 22, 2016 *June 30, 2016 Not stated 91,488 $ 271,233 ______ *

Commitments And Contingencies

Commitments And Contingencies	9 Months Ended
	Sep. 30, 2016
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, 2016
Notes to Financial Statements
Note 10. Subsequent Events	On October 31, 2016, the Company allowed several non-related parties to convert a total of 10 shares of Series B Preferred stock into 2,500,000 unrestricted shares of common stock. The conversion rate was done at par, $0.00001 according to the stated articles of designation.

Summary of Significant Accoun16

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2016
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 September 30, 2016 and December 31, 2015, 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.
PRINCIPALS OF CONSOLDIATION	The consolidated financial statements include the Company’s wholly-owned subsidiary company, North America Frac Sand (CA) Ltd. All significant intercompany transactions have been eliminated. The Company closed on the acquisition on August 29, 2016.
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 September 30, 2016. 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.
MINERAL PROPERTY ACQUISITION AND EXPLORATION COSTS	Mineral property acquisition costs are initially capitalized when incurred. These costs are then assessed for impairment when factors are present to indicate the carrying costs may not be recoverable. Mineral exploration costs are expensed when incurred.
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. Because 37,800,000 shares of common stock have been issued under escrow subject to closing on the NAFS-CA acquisition, these shares are deemed contingent shares and have not been included in the calculation of loss per share. Dilutive potential common shares are additional common shares assumed to be exercised. Currently there are 126 shares of $0.00001 par value Series B Preferred Shares. Each share is convertible into 250,000 common shares. If all of the Preferred B shares were converted to common shares, there would be 31,500,000 shares issued. Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding at September 30, 2016 and 2015. 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 September 30, 2016 and 2015 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 (Tables)

Income Taxes (Tables)	9 Months Ended
	Sep. 30, 2016
Income Taxes Tables
Schedule of Federal income tax	Net Loss Permanent Differences Taxable Loss Year Ended December 31, 2011 $ 7,789 $ - $ 7,789 December 31, 2012 20,533,321 20,450,000 83,321 December 31, 2013 122,089 - 122,089 December 31, 2014 13,780,487 13,741,679 38,808 December 31, 2015 64,416 - 64,416 September 30, 2016 1,755,831 1,360,800 395,031 Estimated Loss carried forward $ 36,263,933 $ 35,552,479 $ 711,454 9 Tax rate 34 % Potential Tax Benefit Carried Forward $ 241,894

Promissory Notes (Tables)

Promissory Notes (Tables)	9 Months Ended
	Sep. 30, 2016
Promissory Notes Tables
Schedule of Promissory Notes Payable	Promissory Notes Payable Name Date issued Date due Interest Rate Amount B Lavallee July 31, 2016 January 31, 2017 10 % $ 156,745 New Opportunity Business Solutions August 5, 2016 Demand 10 % 23,000 T Kearl February 22, 2016 *June 30, 2016 Not stated 91,488 $ 271,233

Going Concern (Details Narrativ

Going Concern (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Going Concern Details Narrative
Net loss	$ 1,616,392	$ 19,565	$ 1,755,831	$ 56,443
Working capital	(486,915)		(486,915)		$ (91,884)
Accumulated deficit	$ (36,263,932)		$ (36,263,932)		$ (34,508,102)

Summary of Significant Accoun20

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Summary Of Significant Accounting Policies Details Narrative
Cash and cash equivalents	$ 0		$ 0
Deferred tax assets or liabilities		0	$ 0
Share-based expense	$ 0	$ 0

Investment In Eagle Creek Pro21

Investment In Eagle Creek Property (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Investment In Eagle Creek Property Details Narrative
Expended approximately amount	$ 69,485		$ 69,485
Impairment loss on mineral property	$ 1,539,430		$ 1,539,430

Income Taxes (Details)

Income Taxes (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Net Loss	$ (1,616,392)	$ (19,565)	$ (1,755,831)	$ (56,443)
Estimated Loss carried forward net loss			36,263,933
Estimated Loss carried forward Permanent Differences			35,552,479
Estimated Loss carried forward Taxable Loss			$ 711,454
Tax rate			34.00%
Potential Tax Benefit Carried Forward	$ 241,894		$ 241,894
December 31, 2011 [Member]
Net Loss			7,789
Permanent Differences
Taxable Loss			7,789
December 31, 2012 [Member]
Net Loss			20,533,321
Permanent Differences			20,450,000
Taxable Loss			83,321
December 31, 2013 [Member]
Net Loss			122,089
Permanent Differences
Taxable Loss			122,089
December 31, 2014 [Member]
Net Loss			13,780,487
Permanent Differences			13,741,679
Taxable Loss			38,808
December 31, 2015 [Member]
Net Loss			64,416
Permanent Differences
Taxable Loss			64,416
September 30, 2016 [Member]
Net Loss			1,755,831
Permanent Differences			1,360,800
Taxable Loss			$ 395,031

Income Taxes (Details Narrative

Income Taxes (Details Narrative)	9 Months Ended
	Sep. 30, 2016USD ($)
Income Taxes Details Narrative
Net operating loss carry-forward for Federal income tax	$ 711,454
Deferred tax assets	$ 241,894
Operating loss carryforward expiration date	2,032
Effective tax rate	34.00%
Valuation allowance	$ 241,894

Shareholders' Equity (Details N

Shareholders' Equity (Details Narrative) - shares	Sep. 30, 2016	Dec. 31, 2015
Shareholders Equity Details Narrative
Common stock issued	53,415,448	45,665,448
Common stock outstanding	53,415,448	45,665,448
Preferred Stock Series A, Shares Issued	1	1
Preferred Stock Series A, Shares Outstanding	1	1
Preferred Stock Series B, Shares Issued	76,088	76,105
Preferred Stock Series B, Shares Outstanding	76,088	76,105

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Note payable, related party		$ 67,582
Accounts payable - related party	155,007	23,000
Mr. David Alexander [Member]
Note payable, related party		67,582
Accounts payable - related party	$ 15,507	$ 23,000

Promissory Notes (Details)

Promissory Notes (Details)	9 Months Ended
	Sep. 30, 2016USD ($)
Amount	$ 271,233
B Lavallee [Member]
Date issued	July 31, 2016
Date due	January 31, 2017
Interest Rate	10.00%
Amount	$ 156,745
New Opportunity Business Solutions [Member]
Date issued	August 5, 2016
Date due	Demand
Interest Rate	10.00%
Amount	$ 23,000
T Kearl [Member]
Date issued	February 22, 2016
Date due	*June 30, 2016
Interest Rate
Amount	$ 91,488