North America Frac Sand (NAFS) 10-Q 30 May 18 2018 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	May 23, 2018
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	Mar. 31, 2018
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		70,065,448
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,018

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Current Assets
Cash and cash equivalents
Total Current Assets
TOTAL ASSETS
Current Liabilities
Accounts payable	391,525	358,374
Accounts payable, related party	294,783	294,783
Note payable	171,148	172,287
Total Current Liabilities	857,456	825,444
TOTAL LIABILITIES	857,456	825,444
Stockholders' Equity
Preferred stock
Common stock: 10,000,000,000 authorized; $0.00001 par value 70,065,448 and 70,065,448 shares issued and outstanding on March 31, 2018 and December 31, 2017, respectively	701	701
Additional paid-in capital	21,843,590	21,843,590
Cumulative comprehensive income (loss)	10,520	9,862
Accumulated deficit	(36,454,324)	(36,421,654)
Total stockholders' deficit	(857,456)	(825,444)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
Series A Preferred Stock
Stockholders' Equity
Preferred stock	13,741,679	13,741,679
Series B Preferred Stock
Stockholders' Equity
Preferred stock	$ 378	$ 378

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Jul. 28, 2016	Jul. 27, 2016	Dec. 31, 2015	Sep. 17, 2014
Stockholders' Equity
Preferred stock, Par Value				$ 0.00001			$ 0.00001
Preferred Stock, Shares Authorized							1,000,000,000
Common Stock, Par Value	$ 0.00001	$ 0.00001			$ 0.00001		$ 0.00001
Common Stock, Shares Authorized	10,000,000,000	10,000,000,000					10,000,000,000
Common Stock, Shares Issued	70,065,448	70,065,448
Common Stock, Shares Outstanding	70,065,448	70,065,448
Series A Preferred Stock
Stockholders' Equity
Preferred stock, Par Value	$ 0.00001	$ 0.00001
Preferred Stock, Shares Authorized	10	10
Preferred Stock, Shares Issued	1	1	1
Preferred Stock, Shares Outstanding	1	1	1
Series B Preferred Stock
Stockholders' Equity
Preferred stock, Par Value	$ 0.00001	$ 0.00001
Preferred Stock, Shares Authorized	99,999,990	99,999,990
Preferred Stock, Shares Issued	46	46	104			76,105
Preferred Stock, Shares Outstanding	46	46	104			76,105

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Cost and expenses:
Communication costs	$ 4,336	$ 3,589
Professional fees	29,190	42,092
Mineral exploration expense		1,762
General and administrative expenses		75
Total operating expenses	33,526	47,518
Other (income) expense
Interest expense	2,231	2,318
Exchange loss (gain)	(429)
Total other expenses	1,802	2,318
Net income (loss)	$ (35,328)	$ (49,836)
Loss per common shares	$ 0	$ 0
Weighted average shares outstanding	67,749,010	50,247,640
Other Comprehensive Loss:
Unrealized exchange (loss) gain	$ (2,658)	$ 1,378
Net comprehensive (loss)	$ (32,670)	$ (51,214)

Consolidated Statements of Cash

Consolidated Statements of Cash Flow (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Cash flows from operating activities:
Net income (loss)	$ (35,328)	$ (49,836)
Change in non-cash working capital items:
Unrealized exchange (loss) gain	3,316
Accounts payable	33,151	45,371
Net cash (used in) provided by operating activities	1,139	(4,465)
Cash flows from financing activities:
Notes payable assumed	(1,139)
Proceeds from notes payable		4,465
Change in prefer shares
Net cash provided by financing activities	(1,139)	4,465
Net change in cash and cash equivalents
Cash and cash equivalents
Beginning of period
Effect of exchange rate changes on cash and cash equivalents
End of period
Supplemental cash flow information and non cash financing activities:
Income taxes
Interest	$ 2,231

NATURE OF BUSINESS

NATURE OF BUSINESS	3 Months Ended
	Mar. 31, 2018
Notes to Financial Statements
Note 1. NATURE OF BUSINESS	ORGANIZATION The Company was incorporated in Florida 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 August 29, 2016, all subjects were removed by the Company to close on the acquisition of NAFS-CA. NAFS-CA has approximately 30,000 acres of mineral leases located approximately 30 kilometers east of Saskatoon Saskatchewan. The Company is now headquartered in 215 North Jefferson Box 591 Ossian, Indiana 46777.

GOING CONCERN

GOING CONCERN	3 Months Ended
	Mar. 31, 2018
Notes to Financial Statements
Note 2. GOING CONCERN	The Company has a history of losses, including ($32,670) and ($51,214) the periods ending March 31, 2018 and 2017, respectively. Total losses since inception have resulted in an accumulated deficit of ($36,454,324). The Company has negative working capital deficit of ($857,456) and ($825,444) as at March 31, 2018 and December 31, 2017 respectively. The Company’s financial statements are prepared using U.S. generally accepted accounting principles (“GAAP”) 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 costs, 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	3 Months Ended
	Mar. 31, 2018
Notes to Financial Statements
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	USE OF ESTIMATES The Company prepares its financial statements in conformity with U.S. generally accepted accounting principles (“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 $-0- at March 31, 2018 and December 31, 2017, 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 s 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 values 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 March 31, 2018. 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 606, 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 periods March 31, 2018 and December 31, 2017. 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 March 31, 2018 and December 31, 2017. 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 expenses for the periods March 31, 2018 and December 31, 2017 are $-0- and $-0-, respectively. RECENT ACCOUNTING PRONOUNCEMENTS 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. On April 26, 2017, the Company acquired the rights to the by entering into a leasing agreement for the mineral rights of the Eagle Creek Properties.

INVESTMENT IN EAGLE CREEK PROPE

INVESTMENT IN EAGLE CREEK PROPERTY	3 Months Ended
	Mar. 31, 2018
Notes to Financial Statements
NOTE 4. INVESTMENT IN EAGLE CREEK PROPERTY	On August 29, 2016, the Company acquired the Eagle Creek Properties through NAFS-CA. 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 Ten-year lease dated April 26, 2017, 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. Prior to acquisition, the leases were explored through extensive drilling operations. Unfortunately, the data provided by the previous exploration activities were not consistent with the methodology required for providing NI 53-101 guidance. Consequently, because no third party valuation could be provided through an economic evaluation of the mineral resources, the Company expensed as Impairment of mineral leases the total 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 December 30, 2017, the Company had expended approximately $113,934. As these expenditures were undertaken prior to the effective date of the transaction, they have not been incorporated into the consolidated financial statements. On March 22, 2018 the Company filed an amended report containing the additional requirements of National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101) by Norwest Corporation (Norwest) of Calgary, Alberta, signed by Qualified Person(s) William A. Turner, Ivan Minev and Michael Allen. The report covers exploration to date on a portion of NAFS' leased areas (approximately 12,100 hectares [29,900 acres]). Between 2009 and 2016 a portion of the property was explored by 112 test pits and 104 drill holes, of which 145 pits and drill holes were sampled. The last 38 holes were drilled under the supervision of Norwest in 2016. Following Norwest's development of the mineral resource model, an in-place sand resource of commonly used frac sand size fractions in the tested area was calculated. A bulk density of 1.5 g/cm3 was used. Totaling 7,799 K Tonnes, (8,597 K Tons) the inferred mineral resource for each size fraction is: · 20/40: 3,758 K Tonnes (4,142 K Tons); · 40/70: 3,155 K Tonnes ( 3,478 K Tons); · 70/140: 886 K Tonnes ( 977 K Tons).

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 2018
Notes to Financial Statements
NOTE 5. INCOME TAXES	At March 31, 2018, the Company had a net operating loss carry–forward for Federal income tax purposes of $904,503 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 $189,946 calculated at an effective tax rate of 21%, 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 $189,946. Year Ended Net Loss Permanent Differences Taxable Loss 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 December 31, 2016 1,670,950 1,360,800 310,150 December 31, 2017 242,602 - 242,602 March 31, 2018 35,328 - 35,328 Estimated Loss carried forward $ 36,456,982 $ 35,552,479 $ 904,503 Tax rate 21 % Potential Tax Benefit Carried Forward $ 189,946 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 ability to be realized. The Company has open tax periods, subject to IRS audit for the years ending December 31, 2013 through 2017.

SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY	3 Months Ended
	Mar. 31, 2018
Notes to Financial Statements
NOTE 6. SHAREHOLDERS' EQUITY	COMMON STOCK On September 17, 2014, the Company amended its Articles of Incorporation. The Company has been authorized to issue 10,000,000,000 shares of common stock, $0.00001 par value. Each share of issued and outstanding common stock shall entitle the holder thereof to fully participate in all shareholder meetings, to cast one vote on each matter with respect to which shareholders have the right to vote, and to share ratably in all dividends and other distributions declared and paid with respect to common stock, as well as in the net assets of the corporation upon liquidation or dissolution. On July 27, 2016, the Company amended its Articles of Incorporation reducing the authorized capital from 10,000,000,000 to 500,000,000 shares of common stock, $0.00001 par value 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, there were 45,665,448 shares of common stock issued and outstanding. 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, 2016, 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 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 October 28, 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. At December 31, 2016, there were 55,915,448 shares of common stock issued and outstanding. On January 10, 2017, 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 May 17, 2017, the Company allowed a non-related party to convert a total of 11 shares of Series B Preferred stock into 2,750,000 unrestricted shares of common stock. The conversion rate was done at par, $0.00001 according to the stated articles of designation. On May 23, 2017, the Company allowed a non-related party to convert a total of 11 shares of Series B Preferred stock into 2,750,000 unrestricted shares of common stock. The conversion rate was done at par, $0.00001 according to the stated articles of designation. On May 25, 2017, the Company allowed a non-related party to convert a total of 6 shares of Series B Preferred stock into 1,500,000 unrestricted shares of common stock. The conversion rate was done at par, $0.00001 according to the stated articles of designation. On June 19, 2017, the Company allowed a non-related party 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 July 10, 2017, 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 19, 2017, the Company allowed a non-related party to convert a total of 2.6 shares of Series B Preferred stock into 650,000 unrestricted shares of common stock. The conversion rate was done at par, $0.00001 according to the stated articles of designation. At December 31, 2017, there were 70,065,448 shares of common stock issued and outstanding. For the years ending December 31, 2015 – 2017, the Company allowed non-related parties to convert a total of 127.6 shares of Series B Preferred stock into 31,900,000 unrestricted shares of common stock. At March 31, 2018, there were 70,065,448 shares of common stock issued and outstanding. For the years ending December 31, 2015 – March 31, 2018, the Company allowed non-related parties to convert a total of 127.6 shares of Series B Preferred stock into 31,900,000 unrestricted shares of common stock. PREFERRED STOCK On September 17, 2014, the Company amended its Articles of Incorporation. The Company has been authorized to issue 1,000,000,000 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. On July 28, 2016, the Company amended its Articles of Incorporation reducing the authorization to issue 1,000,000,000 to 100,000,000 shares of $0.00001 par value Preferred Stock. Series A: 10 shares of preferred stock have 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. Whereas the September 17, 2014 amendment enabled the 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 July 28, 2016 amendment eliminated all conversion rights associated with this class of stock. The Series A class possesses a number of votes equal to the number of common stock equivalents, if converted. Series B: 99,999,990 shares of preferred stock have been designated as Series B. This is a reduction from the 999,999,990 shares of preferred stock previously 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’s amended its Articles of Incorporation and modified the terms of the Preferred Series A conversion exchange to common stock. Because of this modification, the Company did not have sufficient common shares to settle both the Preferred Series A and Preferred Series B share conversions. Consequently, the requirement for extinguishment accounting was triggered. Under the terms of extinguishment accounting, the Company is required to determine a fair value of the Preferred Series A. SEC guidelines request that the Company use fair value as determined by an arm’s length transaction with an unrelated third party, and that there are no unstated rights or privileges. 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. The Preferred Series A were to be classified as mezzanine equity. On July 28, 2016, the Company eliminated the rights of the Preferred Series A to convert into common stock. Consequently, the requirement for extinguishment accounting has been removed. As a result of the July 28, 2016 amendment, the Company now has sufficient shares to settle Preferred Series A and Preferred Series B and accordingly has re-classed the shares to permanent equity from mezzanine equity. At December 31, 2016 and December 31, 2015, there were 104 and 76,105 shares of Series B Convertible Preferred Stock issued and outstanding, respectively. At December 31, 2017 and December 31, 2016, there was 1 and 1 share of Series A Convertible Preferred Stock issued and outstanding. At December 31, 2017, there were 46 shares of Series B Convertible Preferred Stock issued and outstanding. At March 31, 2018, there was 1 share of Series A Convertible Preferred Stock issued and outstanding. At March 31, 2018, there were 46 shares of Series B Convertible Preferred Stock issued and 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	3 Months Ended
	Mar. 31, 2018
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 December 31, 2017, Mr. David Alexander accrued unpaid consulting fees per month of $10,000, or $120,000 annually ($14,000 – 2016). Amounts due to related parties at December 31, 2017 and December 31, 2016 totaled $294,783 and $195,627, respectively. See the current liabilities section of the balance sheet. 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 third parties.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2018
Notes to Financial Statements
NOTE 8. COMMITMENTS AND CONTINGENCIES	From time-to-time, the Company may be a party to litigation matters involving claims against the Company. Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2018
Notes to Financial Statements
NOTE 9. SUBSEQUENT EVENTS	On April 28, 2018 North America Frac Sand, Inc. (“NAFS”) has entered into a non binding Letter of Intent (“LOI”) with Urban Select to sell 100% of the rights to approximately 29,900 leased acres located in the province of Saskatchewan, Canada, more commonly known as the Eagle Creek Property (“Eagle Creek” or the “Property”). Under the terms of the LOI, Urban will have an exclusive period of up to 60 days of signing the LOI to conduct its due diligence on Eagle Creek. Upon satisfactory due diligence, a Definitive Agreement will be executed pursuant to which Urban Select can acquire the Property in consideration of issuing 20 million common shares of Urban Select to NAFS. It is Urban Select’s intention to assign its rights to the Property to a newly incorporated Saskatchewan subsidiary. The transaction is subject to a number of conditions precedent first being met, including (i) TSX Venture Exchange approval, (ii) NAFS obtaining the approval of its shareholders, if required, and (iii) Urban Select completing a private placement to raise at least $500,000. Upon closing, NAFS Board of Directors shall distribute the Urban Select shares received to enhance its shareholder value.

SUMMARY OF SIGNIFICANT ACCOUN15

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2018
Summary Of Significant Accounting Policies Policies
USE OF ESTIMATES	The Company prepares its financial statements in conformity with U.S. generally accepted accounting principles (“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 $-0- at March 31, 2018 and December 31, 2017, 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 s
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 values 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 March 31, 2018. 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 606, 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 periods March 31, 2018 and December 31, 2017.
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 March 31, 2018 and December 31, 2017. 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 expenses for the periods March 31, 2018 and December 31, 2017 are $-0- and $-0-, respectively.
RECENT ACCOUNTING PRONOUNCEMENTS	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. On April 26, 2017, the Company acquired the rights to the by entering into a leasing agreement for the mineral rights of the Eagle Creek Properties.

INCOME TAXES (Tables)

INCOME TAXES (Tables)	3 Months Ended
	Mar. 31, 2018
Income Taxes Tables
Schedule of Federal income tax	Year Ended Net Loss Permanent Differences Taxable Loss 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 December 31, 2016 1,670,950 1,360,800 310,150 December 31, 2017 242,602 - 242,602 March 31, 2018 35,328 - 35,328 Estimated Loss carried forward $ 36,456,982 $ 35,552,479 $ 904,503 Tax rate 21 % Potential Tax Benefit Carried Forward $ 189,946

NATURE OF BUSINESS (Details Nar

NATURE OF BUSINESS (Details Narrative)	3 Months Ended
	Mar. 31, 2018a	Jul. 10, 2015shares
State or Country of incorporation	Florida
Date of incorporation	Apr. 26, 2007
Share purchase agreement [Member]
Common stock shares issued under agreement		37,800,000
Escrow deposit, shares		37,800,000
North America Frac Sand (CA) Ltd [Member]
Area of mineral leases | a	30,000
Location of mineral leases	located approximately 30 kilometers east of Saskatoon Saskatchewan.

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Going Concern Details Narrative
Working capital deficit	$ (857,456)		$ (825,444)
Accumulated deficit	(36,454,324)		$ (36,421,654)
Net comprehensive (loss)	$ (32,670)	$ (51,214)

SUMMARY OF SIGNIFICANT ACCOUN19

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2017	Mar. 31, 2017
Summary Of Significant Accounting Policies Details Narrative
Cash and cash equivalents
Intangible assets, useful life	3 years
Intangible assets	$ 0	0
Research and development costs	0	0
Share-based expenses	$ 0	$ 0

INVESTMENT IN EAGLE CREEK PRO20

INVESTMENT IN EAGLE CREEK PROPERTY (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Apr. 26, 2017	Mar. 31, 2018	Dec. 30, 2017
Mineral leases evaluation expense			$ 113,934
Impairment on mineral leases		$ 1,539,430
Eagle Creek Properties [Member] | Lease 1 [Member]
Description of lease	Section 11, NE ¼ of Section 2, N (½) of Section 3, in Township 38, Range 10, West of the 3rd Meridian, as to the surface rights referenced in the Certificate of Title
Cost of lease	$ 3,000
Lease term	10 years
Lease term extension, description	Automatically extended for second 10 years if royalties are being paid
Lease rate, description	Lease rate is $1 per acre per year
Royalty rate, description	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

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Net Loss	$ 35,328	$ 49,836
Estimated Loss carried forward net loss	36,456,982
Estimated Loss carried forward Permanent Differences	35,552,479
Estimated Loss carried forward Taxable Loss	$ 904,503
Tax rate	21.00%
Potential Tax Benefit Carried Forward	$ 189,946
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
December 31, 2016 [Member]
Net Loss	1,670,950
Permanent Differences	1,360,800
Taxable Loss	310,150
December 31, 2017 [Member]
Net Loss	242,602
Permanent Differences
Taxable Loss	242,602
March 31, 2018 [Member]
Net Loss	35,328
Permanent Differences
Taxable Loss	$ 35,328

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative)	3 Months Ended
	Mar. 31, 2018USD ($)
Income Taxes Details Narrative
Net operating loss carry-forward for Federal income tax	$ 904,503
Deferred tax assets	$ 189,946
Operating loss carryforward expiration date	2,032
Effective tax rate	21.00%
Valuation allowance	$ 189,946

SHAREHOLDERS' EQUITY (Details N

SHAREHOLDERS' EQUITY (Details Narrative) - USD ($)	1 Months Ended
	Jul. 28, 2016	Mar. 31, 2018	Dec. 31, 2017	Jul. 19, 2017	Jul. 10, 2017	Jun. 19, 2017	May 25, 2017	May 23, 2017	May 17, 2017	Jan. 10, 2017	Dec. 31, 2016	Oct. 28, 2016	Jul. 27, 2016	Jun. 20, 2016	Apr. 01, 2016	Mar. 28, 2016	Dec. 31, 2015	Oct. 13, 2015	Sep. 18, 2015	Aug. 25, 2015	Jul. 17, 2015	Jul. 10, 2015	Sep. 17, 2014
Common stock, par value		$ 0.00001	$ 0.00001										$ 0.00001										$ 0.00001
Common stock shares authorized		10,000,000,000	10,000,000,000																				10,000,000,000
Common stock issued		70,065,448	70,065,448
Common stock outstanding		70,065,448	70,065,448
Amendment to common stock shares authorized													500,000,000
Preferred stock, Par Value	$ 0.00001																						$ 0.00001
Preferred Stock, Shares Authorized																							1,000,000,000
Amendment to preferred stock shares authorized	100,000,000
Fair value of preferred stock
Share purchase agreement [Member]
Shares issued																						37,800,000
Escrow deposit, shares																						37,800,000
Common Stock [Member]
Common stock issued			70,065,448								55,915,448						45,665,448
Common stock outstanding			70,065,448								55,915,448						45,665,448
Series B Preferred Stock
Preferred Stock, Shares Issued		46	46								104						76,105
Preferred Stock, Shares Outstanding		46	46								104						76,105
Conversion price	$ 0.00001
Preferred stock, Par Value		$ 0.00001	$ 0.00001
Preferred Stock, Shares Authorized		99,999,990	99,999,990
Preferred stock shares designated	999,999,990
Amendment to preferred stock shares designated	99,999,990
Preferred stock liquidation description	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
Preferred stock voting rights	Each share will have 10 votes
Series B Preferred Stock | Non-related parties [Member]
Convetible preferred stock	14			2.6	10	8	6	11	11	10		10		10	5	2		8	3	2	15
Common stock shares issuable upon conversion of preferred stock	3,500,000			650,000	2,500,000	2,000,000	1,500,000	2,750,000	2,750,000	2,500,000		2,500,000		2,500,000	1,250,000	500,000		2,000,000	750,000	500,000	3,750,000
Conversion price	$ 0.00001			$ 0.00001	$ 0.00001	$ 0.00001	$ 0.00001	$ 0.00001	$ 0.00001	$ 0.00001		$ 0.00001		$ 0.00001	$ 0.00001	$ 0.00001		$ 0.00001	$ 0.00001	$ 0.00001	$ 0.00001
Series B Preferred Stock | Common Stock [Member]
Convetible preferred stock		127.6	127.6
Common stock unrestricted shares		31,900,000	31,900,000
Series A Preferred Stock
Preferred Stock, Shares Issued		1	1								1
Preferred Stock, Shares Outstanding		1	1								1
Preferred stock, Par Value		$ 0.00001	$ 0.00001
Preferred Stock, Shares Authorized		10	10
Fair value of preferred stock																							$ 13,741,679

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Due to related parties	$ 294,783	$ 195,627
Mr. David Alexander [Member]
Accrued and unpaid consulting fees	$ 120,000	$ 14,000

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - Letter of Intent [Member] - Urban Select [Member]	1 Months Ended
	Apr. 28, 2018
LOI, description	North America Frac Sand, Inc. (“NAFS”) has entered into a non binding Letter of Intent (“LOI”) with Urban Select to sell 100% of the rights to approximately 29,900 leased acres located in the province of Saskatchewan, Canada, more commonly known as the Eagle Creek Property (“Eagle Creek” or the “Property”).
Transaction conditions, description	(i) TSX Venture Exchange approval, (ii) NAFS obtaining the approval of its shareholders, if required, and (iii) Urban Select completing a private placement to raise at least $500,000.
LOI, term	Under the terms of the LOI, Urban will have an exclusive period of up to 60 days of signing the LOI to conduct its due diligence on Eagle Creek. Upon satisfactory due diligence, a Definitive Agreement will be executed pursuant to which Urban Select can acquire the Property in consideration of issuing 20 million common shares of Urban Select to NAFS.