UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2015~~2016

¨ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~____________to~~____________ ~~_____________~~to ____________

Commission file number 000-54757

North America Frac Sand, Inc.~~(formally~~ ~~known as Xterra Building Systems, Inc.)~~ (Exact Name of Registrant as specified in its charter)

Florida		20-8926549
(State or jurisdiction ofIncorporation or organization		(I.R.S EmployerIdentification No.)
(State or jurisdiction of Incorporation or organization)		(I.R.S EmployerIdentification No.)
Unit 1 – 550 Browning Place, North Vancouver, British Columbia, Canada		V7H 3A9
(Address of principal executive offices)		(Zip Code)

Unit 9B – 218, 105th Street East, Saskatoon, Saskatchewan, Canada					S71 0J9
(Address of principal executive offices)					(Zip Code)

Registrant’s telephone number, including area code 778-772-8184

Registrant's telephone number, including area code 306-281-7334

Securities registered under Section 12(b) of the Exchange Act:

Title of each class		Name of each exchange on which registered
None		N/A

Securities registered under ~~Section 12~~Section12(g) of the Exchange Act

Common Stock, $0.00001 par value

(Title of class)

Securities registered pursuant to Section 12(b) of the Act:

Title of each share		Name of each exchange on which registered
None		None

Securities registered pursuant to Section 12 (g) of the Act:

Common Stock

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act ¨ o Yes x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. x Yes ¨ o No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ¨ o Yes x No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ¨ o Yes ¨ o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant'’s knowledge, in definitive proxy information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K ¨o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definition of "“large accelerated filer"”, "“accelerated filer"” and "“small reporting company"” Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Small reporting company	x
(Do not check if a small reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ¨ o No x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant'’s most recent completed second fiscal quarter. On April 526, ~~2016~~2017, the market value of the 955,~~115~~915,448 shares held by non-affiliates was $~~455~~473,~~772~~165.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant'’s classes of common stock, as of the latest practicable date:

April 1426, ~~2016~~2017: 4655,915,~~446~~448 common shares

DOCUMENTS INCORPORATED BY REFERENCE

Listed hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; (3) Any prospectus filed pursuant to Rule 424 (b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes.

Table of Contents

PART I		5
Item 1.	Business	5
Item 1A.	Risk Factors	810
Item 1B.	Unresolved Staff Comments	910
Item 2.	Properties	910
Item 3.	Legal Proceedings	910
Item 4.	Mine safety disclosures	910
PART II		10
Item 5.	Market for Registrant'’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1011
Item 6.	Selected Financial Data	1011
Item 7.	Management'’s Discussion and Analysis of Financial Condition and Results of Operations	1012
Item 7A.	Quantitative and Qualitative Disclosure About Market Risk	1314
Item 8.	Financial Statements and Supplementary Data	1314
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	1314
Item 9A.	Controls and Procedures	1314
Item 9B.	Other Information	1415
PART III		15
Item 10.	Directors, Executive Officers and Corporate Governance	1516
Item 11.	Executive Compensation	1617
PART IV		19
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	18
Item 15.	Exhibits, Financial Statement Schedule	19
Item 13.	Certain Relationships and Related Transactions, and Director Independence	19
Item 14.	Principal Accounting Fees and Services	19
PART IV
Item 15.	Exhibits, Financial Statement Schedule	20

Special Note Regarding Forward Looking Statements.

This annual report on Form 10-K of North America Frac Sand, Inc. for the year ended December 31, ~~2015~~2016 contains certain forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. To the extent that such statements are not recitations of historical fact, such statements constitute forward looking statements which, by definition involve risks and uncertainties. In particular, statements under the Sections; Description of Business, Management'’s Discussion and Analysis of Financial Condition and Results of Operations contain forward looking statements. Where in any forward looking statements, the Company expresses an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished.

The following are factors that could cause actual results or events to differ materially from those anticipated, and include but are not limited to: general economic, financial and business conditions; changes in and compliance with governmental regulations; changes in tax laws; and the cost and effects of legal proceedings.

You should not rely on forward looking statements in this annual report. This annual report contains forward looking statements that involve risks and uncertainties. We use words such as "“anticipates,"” "“believes,"” "“plans,"” "“expects,"” "“future,"” "“intends,"” and similar expressions to identify these forward-looking statements. Prospective investors should not place undue reliance on these forward looking statements, which apply only as of the date of this annual report. Our actual results could differ materially from those anticipated in these forward-looking statements.

4 Table of Contents

PART I

Item 1. Business

~~North~~DESCRIPTION ~~America~~OF Frac Sand, Inc., is a Florida corporation, (the "Company"). Historically, the Company has been in the business of providing marketing of consulting services primarily to independent aquatic farming operators and other market participants located in the Midwest of the United States of America (the "U.S."). Historically, we conducted initial marketing and sales activities to take advantage of opportunities related to time, location and quality of aquatic farming operations. We have conducted our operations primarily in Indiana.BUSINESS

InNorth ~~early~~America ~~2014~~Frac Sand, weInc. ~~entered~~is ~~into~~ a ~~share~~Florida ~~purchase~~corporation, ~~agreement~~(the ~~with Innovate Building Systems Inc~~"Company")., anThe ~~Alberta~~ Company’s ~~involved~~name, inas ~~the~~incorporated, ~~business~~was ofNew ~~constructing~~Found ~~modular building systems markets primarily for the oil and gas industry in Alberta~~Shrimp, ~~Canada~~Inc. InThe ~~August~~Company ~~2014~~has webeen ~~terminated~~providing ~~the~~marketing ~~share~~of ~~purchase~~consulting ~~agreement~~services ~~and~~primarily ~~decided not~~ to goindependent ~~ahead~~aquatic ~~with~~farming ~~the~~operators ~~acquisition.~~and Onother ~~July~~market ~~10,~~participants ~~2015,~~located wein ~~entered~~the ~~into~~Midwest ~~a share purchase agreement with Canadian Sandtech Inc. ("CSI") to acquire 100%~~ of the ~~issued~~United ~~and~~States ~~outstanding shares~~ of ~~North~~ America ~~Frac Sand~~ (~~CA)~~the ~~Ltd~~“U. ~~("NAFS-CA"~~S.”). byHistorically, ~~issuing~~we toconducted ~~CSI~~initial ~~26,800,000~~marketing ~~shares~~and ofsales ~~the~~activities ~~Company.~~to ~~All~~take ~~terms~~advantage of ~~the~~opportunities ~~acquisition~~related ~~were~~to ~~finalized on February 29~~time, ~~2016;~~location ~~therefore,~~and ~~subject~~quality ~~to the completion~~ of ~~the~~aquatic ~~audit,~~farming ~~the~~operations. ~~required~~We ~~Super~~have ~~8-K~~conducted ~~will~~our beoperations ~~finalized~~primarily ~~shortly.~~in Indiana.

~~Description~~We were founded in April 2007 in Indianapolis, Indiana. In June of ~~Principal~~2012 ~~Products~~we changed our domicile from the state of Indiana to the State of Florida. On February 9, ~~Services~~2015 ~~And~~David ~~Their~~Copp ~~Markets~~resigned as CEO and Director, and David Alexander has been appointed CEO and President.

WeIn ~~were~~2014, ~~founded~~we reviewed opportunities in ~~April~~the ~~2007~~modular ~~and~~building ~~are~~systems ~~based~~markets in ~~Indianapolis~~Alberta, ~~Indiana~~Canada. InAt ~~June~~that oftime, ~~2012~~ we changed our ~~domicile~~name, from ~~the~~New ~~state~~Found ofShrimp ~~Indiana~~Inc., to ~~the~~Innovate ~~State~~Building ofSystems ~~Florida.~~Inc, ~~Shortly~~and ~~after~~subsequently ~~formation~~to ~~and~~Xterra ~~during~~Building ~~the~~Systems ~~organizational~~Inc. ~~period~~On inJuly ~~2007~~10, ~~our~~2015, ~~previous~~we ~~CEO~~entered ~~and~~into ~~President's~~a ~~son,~~share ~~was~~purchase ~~diagnosed~~agreement with ~~infantile~~Canadian ~~spasms.~~Sandtech ~~Consequently, operations were limited, allowing Mr~~Inc. ~~Cupp~~(“CSI”) to ~~tend~~acquire to100% ~~his~~of ~~son's~~the ~~care.~~issued ~~During 2012, our previous CEO~~ and ~~President's~~outstanding ~~son~~shares ~~was again diagnosed with continuation~~ of ~~the~~North ~~infantile~~America ~~spasms~~Frac ~~requiring~~Sand a(CA) ~~second~~Ltd. ~~brain~~(“NAFS-CA”) ~~surgery,~~by ~~thus~~issuing ~~limiting the time our CEO was able~~ to ~~spend~~CSI on37,800,000 ~~the~~shares ~~implementation~~ of the ~~12-18~~Company ~~month~~into ~~plan~~escrow. ofAt ~~operations.~~that ~~Therefore~~time, aswe achanged ~~result~~our ~~the~~name ~~following~~from isXterra ~~reflective~~Building ofSystems ~~the~~to ~~delay~~North ~~and~~America isFrac ~~still~~Sand ~~our current plan~~Inc.

WeNAFS-CA ~~have~~was ~~conducted~~incorporated ~~initial~~in ~~marketing~~Alberta on June 8, 2015 and ~~sales~~was ~~activities~~a towholly ~~take~~owned ~~advantage~~subsidiary of ~~opportunities~~CSI. ~~related~~NAFS-CA toowns ~~time~~approximately 30,000 ~~location~~acres ~~and~~of ~~quality~~mineral leases about 30 kilometers east of ~~various~~Saskatchewan, ~~aquatic~~Canada, ~~farm~~called ~~projects~~the Eagle Creek leases. On August 29, 2016 these leases were assigned to the Company.

WeA ~~currently~~description ~~conduct~~of ~~our~~the ~~marketing~~Eagle ~~operations~~Creek ~~primarily~~mineral inleases ~~Indiana.~~is as follows:

Our Plan of Operation for the next twelve months is to raise capital to continue to expand our operations. Although we are not presently engaged in any capital raising activities, we anticipate that we may engage in one or more private offerings of our company's securities. We would most likely rely upon the transaction exemptions from registration provided by Regulation D, Rule 506 or conduct a private offering under Section 4(2) of the Securities Act of 1933.

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 Meridian, as to the surface rights referenced in the Certificate of Title.	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 Meridian, portion of NW (¼) of Section 35 on Township 37, Range 10, West of the 3^rd Meridian, as to the surface rights referenced in the Certificate of Title.	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.

~~The~~5 ~~implementation~~Table of our business strategy is estimated to take approximately 12-18 months. Once we are able to secure funding, implementation will begin immediately. The major parts of the strategy to be immediately implemented will be the sales and marketing and office equipment and human resource procurement.Contents

~~Our~~There ~~limited~~has ~~revenues~~been ~~have~~significant ~~affected~~exploration activity on 1,680 acres of the ~~Company~~Eagle ~~directly~~Creek property. ~~Without~~Since a2008, ~~strong~~CSI orhas ~~known~~drilled ~~market~~173 ~~demand,~~holes iton the Eagle Creek property. 149 of the drill holes were 300-foot spacing. 7 drill holes and 17 backhoe holes were 600-foot spacing. The average sand thickness per hole was ~~considered~~10.5 afeet ~~risk~~and tothe ~~expand~~size inof ~~any~~the ~~new~~tested ~~geographical~~area ~~areas,~~was ~~since~~approximately 12.9 million square feet. With respect to frac sand, there ~~was~~are ~~realistic~~approximately ~~probability~~75 ~~that~~lbs. ~~costs~~of ~~and~~frac ~~overages~~sand ~~would~~per ~~not~~cubic befoot. ~~recovered~~CSI ~~upon~~transferred ~~completion~~ownership ~~and~~of ~~sales~~the ~~generated~~Eagle Creek property to its wholly owned subsidiary NAFS-CA in early August 2015. A summary of the activities undertaken on the property to date is as follows:

Distribution Methods Of The Products Or Services

Date		Description of activities

Aug-Oct 2008		CSI recognized the sand qualities on the leased property and the fact that these sands warranted further testing. This lead to CSI entering into lease agreements.
Jun 2009		CSI tested 107 holes backhoed under the supervision of Independent Engineer Green Engineering Ltd. ("GEL) and determined that significant quantities of suitable sand were present and that additional testing from an Independent engineer was required.
Nov-Dec 2009		CSI core drilled 66 holes under the supervision of Independent Engineer GEL and began lab testing of core samples.
June 2010		Saskatchewan Government confirmed CSI’s sand deposit (frac sands) fall under “Sand and Gravel” and are the property of the surface right holder. No disposition under the Quarry Regulations, 1957 was required to exploit the frac sand deposit.
Nov 2010 – Jan 2013		Further laboratory testing was conducted by SGS & Met Solve Labs and results determined the sands tested passed American Petroleum Industry (API) standards.
Jan 2013 - Current		CSI began gathering production data, plant design and cost, financial data and compiled other data to assist in the preparation of a NI 43-101 report required for additional financing.

Our ~~marketing~~Plan ~~initiatives~~of ~~will~~Operation ~~include:~~for the next twelve months is to raise approximately $2 million in capital financing. The proceeds of this financing would first be used to complete a NI-43-101 report. If recommended to by the NI-43-101 report, it is our intention to continue to drill out the property, to establish the both the size and quality of the frac sand resource evident on the mineral leases, and to provide working capital to the Company. The Company has continued to borrow funds from its management. With some of these funds the Company has entered into a loan agreement with NAFS-CA, utilizing the mining leases as collateral for any advances made by the Company. As a consequence of this arrangement, NAFS-CA has been able to retain Northwest Corporation, a Calgary based mineral engineering company, to conduct certain development work on the mineral leases for the purpose of determining the presence of and economic resource and completing a NI-43-101 Report, as well as to pay the annual minimum lease payments on the mineral leases and thereby keep mineral leases in good standing. The field work initially was to compile previously completed mineral testing results and to write an NI-43-101 Report based on this data. However, the integrity of the data obtained was such that additional development work was required. This work includes an Auger Drilling Field Program, as well as additional assay and other tests, are currently underway

~~(a)~~Although ~~utilizing~~we ~~direct~~are ~~response~~not ~~print~~presently ~~advertisements~~engaged ~~placed~~in ~~primarily~~any inother ~~small~~capital ~~business,~~raising ~~entrepreneurial~~activities, ~~and~~we ~~special~~anticipate ~~interest~~that ~~magazines;~~we ~~(b)~~may ~~affiliated~~engage ~~marketing~~in ~~and~~one ~~direct~~or ~~mail;~~more ~~(c)~~private ~~promoting~~offerings ~~our~~of ~~services and attracting businesses through~~ our ~~(proposed)~~company’s ~~website;~~securities. ~~(d)~~We ~~presence~~would atmost ~~industry~~likely ~~trade~~rely ~~shows;~~upon ~~(e)~~the ~~continue~~transaction toexemptions ~~nurture~~from ~~the~~registration ~~relationships~~provided weby ~~have~~Regulation ~~with~~D, ~~our~~Rule ~~core~~506 ~~customers~~or ~~that~~conduct wea ~~have~~private ~~done~~offering ~~business~~under ~~with;~~Section ~~and,~~ 4(f2) ~~seek~~of ~~additional customers coming into~~ the ~~marketplace~~Securities ~~and~~Act ~~create~~of ~~relationships with them~~1933.

5The implementation of our business strategy is estimated to take approximately 12 months. Once we are able to secure funding, implementation will begin immediately. The major parts of the strategy to be immediately implemented will be the sales and marketing and office equipment and human resource procurement.

~~Status~~6 OfTable ~~Any~~of ~~Publicly Announced New Product Or Service~~Contents

~~Not~~Industry ~~applicable~~Overview

~~Competitive~~Frac ~~Business~~Sand ~~Conditions And The Smaller Reporting Company's Competitive Position In The~~ Industry ~~And Methods Of Competition~~

~~Aquaculture~~The ~~Industry~~practice of fracturing reservoir rock in the United States as a method to increase the flow of oil and gas from wells has a relatively long history and can be traced back to 1858 in Fredonia, New York, when a gas well situated in shale of the Marcellus Formation was successfully fractured using black powder as a blasting agent. Nearly all domestic hydraulic fracturing, often referred to as hydro-fracking or fracking, is a process where fluids are injected under high pressure through perforations in the horizontal portion of a well casing in order to generate fractures in reservoir rock with low permeability (“tight”). Because the fractures are in contact with the well bore they can serve as pathways for the recovery of gas and oil. To prevent the fractures generated by the fracking process from closing or becoming obstructed with debris, material termed “proppant,” most commonly high silica sand, is injected along with water-rich fluids to maintain or “prop” open the fractures. The first commercial application of fracking in the oil and gas industry took place in Oklahoma and Texas during the 1940s. In 1949, over 300 wells, mostly vertical, were fracked (ALL Consulting, LLC, 2012; McGee, 2012; Veil, 2012) and used silica sand as a proppant (Fracline, 2011).

~~Aquaculture~~The isresulting increase in well productivity demonstrated the ~~farming~~significant ofpotential ~~aquatic~~that ~~animals~~fracking ormight ~~plants~~have for the oil and gas industry. ~~Aquaculture~~The isfirst ~~the~~horizontal ~~fastest~~well ~~growing~~was ~~segment~~successfully completed in 1948, and the ~~food~~first ~~production~~commercial ~~system~~“unconventional ~~and~~well,” ~~has~~a ~~been~~horizontal ~~for~~gas ~~the~~well ~~past~~in ~~two~~“tight” ~~decades~~shale, was drilled in 1988. ~~According~~The toSociety aof ~~study~~Petroleum byEngineers ~~the~~describes ~~World~~unconventional ~~Food~~resources as petroleum accumulations that are pervasive throughout a large area and ~~Agriculture~~are ~~Organization~~not ~~("FAO")~~significantly ~~published~~affected ~~March~~by 2,pressure ~~2009~~generated ~~world~~by ~~fisheries~~water. ~~production~~The ~~reached~~extremely asmall ~~new~~pore-size ~~high~~and absence of ~~143.6~~favorable ~~million~~permeability ~~metric~~results ~~tons,~~in ~~including~~high ~~farmed~~resistance to hydrocarbon flow. Recovery of gas and ~~ocean~~oil ~~caught~~from ~~product~~these units presents technological challenges. ~~Based~~The onextremely low permeability typically causes the ~~FAO's~~hydrocarbons ~~projections,~~to itremain in the source rock unless artificially induced fracturing is ~~estimated~~introduced ~~that~~and inproppants ~~order~~are injected to maintain the ~~current~~fracture ~~level~~openings ofand ~~per~~to ~~capita~~provide ~~consumption,~~a ~~global~~pathway ~~aquaculture~~through ~~production~~the ~~will~~rock ~~need~~ to ~~reach~~facilitate inthe ~~excess~~flow of 80hydrocarbons ~~million~~through ~~tons~~the ofwell ~~fish~~(Ratner byand ~~2050.~~Tiemann, 2014).

AsTechnological advances in directional drilling and hydraulic fracturing coupled with increases in natural gas prices in the ~~availability~~late of1990s ~~sites~~and ~~for~~early ~~aquaculture~~2000s isspurred ~~becoming~~aggressive ~~increasingly~~exploration ~~limited~~drilling activities and ~~the~~eventually ~~ability~~significant toproduction ~~develop~~from ~~non-agricultural~~unconventional ~~land~~oil isand ~~often~~gas ~~restricted,~~reservoirs ~~the~~contained ~~competition~~in toseveral ~~develop~~major ~~additional~~sedimentary ~~aquaculture~~shale ~~production~~basins ~~systems~~in isthe ~~intensifying~~United States [U.S. AsEnergy Information Administration (EIA), 2014]. Formations or basins, shown in Figure 2, include the ~~intensification~~Anadarko ~~for~~Basin ~~aquaculture~~in ~~production~~Oklahoma ~~systems~~and ~~increases~~Texas, the ~~demand~~Bakken/Three ~~for~~Forks ~~institutional~~Basin ~~support~~in eastern Montana and North Dakota, ~~services~~the Barnett Formation in the Fort Worth Basin, the Eagle Ford and ~~skilled~~Woodbine ~~persons~~Formations isin ~~anticipated~~the toEast ~~increase~~Texas Basin, ~~along~~and ~~with~~the Appalachia Basin in the ~~demand~~northeastern ~~for~~part ~~more~~of ~~knowledge-based~~the ~~aquaculture~~United ~~education~~States. Most of the production from these formations is in the form of gas rather than oil because methane molecules and ~~training~~those asof ~~aquaculture~~natural ~~becomes~~gas liquids are smaller than crude oil molecules and are therefore more ~~important~~responsive ~~worldwide~~to fracking when moving through fine-grained sedimentary rock such as shale

~~Shrimp~~(Ratner ~~Industry~~and Tiemann, 2014; Tucker, 2013).

~~The~~In ~~United~~2003, ~~States~~nearly ~~population~~2.2 isMt ~~vast,~~of ~~with~~sand anwas ~~annual~~sold ~~shrimp~~or ~~consumption~~used offor ~~approximately~~fracking, ~~1.25~~a ~~billion~~45 ~~pounds,~~percent ~~approximately~~increase 4over ~~pounds~~the ~~per~~previous ~~capita~~year. The ~~current~~rapid ~~average~~growth ~~wholesale~~in ~~cost~~the demand for ~~frozen~~frac sand at this time was a direct result of the petroleum industry’s start of aggressive horizontal drilling and ~~delivered~~hydraulic ~~shrimp~~fracturing isprograms $3in tounconventional $5oil ~~per~~and ~~pound~~gas targets contained in tight sedimentary formations. In 2009, ~~depending~~the onglobal ~~quality~~recession and ~~season,.~~lower ~~The~~petroleum ~~target~~prices ~~market~~were ~~for~~reflected by a decrease in the ~~Company~~number isof toactive ~~establish~~drilling ~~assist~~rigs and a slowdown in the ~~establishment~~growth rate of ~~production~~frac ~~facilities~~sand consumption. By 2012, oil petroleum prices had recovered and ~~distribution~~the ~~networks~~rate of growth in ~~metropolitan~~frac ~~areas~~sand demand accelerated. In 2012, there was an average of approximately 1,150 horizontal rotary drilling rigs in the United States operating per week, aswhich ~~well~~represented asnearly ~~international~~60 ~~distribution~~percent ~~networks~~of ~~through~~the ~~Joint~~total ~~Venture~~number ~~partnerships~~of ~~throughout~~active ~~the~~drilling ~~world~~rigs. ~~This~~At ~~should~~the ~~allow~~same time, the ~~Company~~number toof ~~capture~~vertical aand ~~significant~~directional ~~portion~~(angled ofor ~~shrimp~~deviated ~~sales~~drilling, bybut ~~offering~~not ~~locally~~horizontal) ~~grown,~~active ~~environmentally~~drilling ~~"green"~~rigs represented a 29 percent and 11 percent share, ~~naturally~~respectively ~~grown~~(Baker Hughes Inc., ~~fresh~~2014). ~~shrimp~~The atcompound ~~competitive~~annual ~~wholesale~~growth ~~prices~~rate (CAGR) for frac sand sold or used for the years 2003 through 2012 was nearly 32 percent.

~~Fresh~~U.S. ~~Shrimp~~Production ~~Market~~of Frac Sand

~~The~~Common ~~Company~~names ~~believes~~of ~~that~~the afrac ~~substantial~~sand ~~market~~stratigraphic ~~exists~~units, ~~for~~which ~~live~~are ~~and~~mined ~~fresh~~from ~~shrimp~~the ~~throughout~~Ordovician ~~the~~Saint ~~world.~~Peter ~~The~~Sandstone, ~~Company~~include ~~plans~~Jordan toSand, ~~consult~~Ottawa ~~and~~Sand, ~~assist~~Northern toWhite ~~develop~~Sand, ~~aquaculture~~Saint ~~farm~~Peter; ~~operations~~and toSierra ~~sell~~Gold. ~~shrimp~~In byaddition, ~~using~~these ~~distributors~~sands orare ~~delivering~~also ~~them~~used ~~directly~~in toglass ~~market~~making byand ~~packing~~in foundries. Nearly 70 percent of the ~~shrimp~~estimated in2014 ~~salt~~domestic ~~water~~frac sand, or ~~ice,~~about ~~without~~38 ~~freezing~~metric ~~them.~~tons ~~The~~(Mt), ~~Company~~was ~~has~~mined in the ~~added~~Great ~~advantage~~Lakes ofRegion ~~being~~owing ~~able~~ to ~~market~~the ~~its~~premium ~~shrimp~~sand asdeposits ~~fresh,~~in ~~natural~~the ~~and~~region; ~~locally~~existing ~~grown.~~railway ~~Being~~infrastructure, ~~able~~and tolong ~~advertise~~term presence in the ~~shrimp~~industry. asThe ~~locally~~states ~~grown~~that ~~and~~comprise ~~the~~this ~~fact~~region ~~that~~and ~~very~~their ~~few~~respective ~~resources~~estimated ~~were~~annual ~~used~~production, rounded to ~~transport~~ the ~~product~~nearest ~~provides~~Mt ~~the~~listed ~~Company~~in ~~with~~descending anorder ~~immense~~are ~~marketing~~Wisconsin ~~advantage~~(24 ~~over~~Mt), ~~the~~Illinois ~~competition.~~(8Mt), ~~Many~~Minnesota ~~customers~~(5 ~~are~~Mt), ~~willing~~and toMichigan ~~pay~~(1 aMt). ~~premium~~Iowa ~~for~~and ~~such~~Missouri ~~products.~~produce approximately 2 million

~~Strategy~~metric ~~for~~tons ~~Growth~~per year (Mt/yr) and 1 Mt/yr of frac sand, respectively. These sands are similar in character to the frac sands produced in the Great Lakes Region.

~~Our~~Nearly ~~strategy~~all ~~for~~of ~~growth~~the ~~involves~~premium ~~increasing~~sands ~~our~~are ~~sales~~transported ~~force~~by ~~and~~rail ~~support~~to ~~staff~~transfer ~~and~~points ~~expanding~~in ~~our~~areas ~~presence~~where fracking is occurring and trucked to ~~other~~fracking ~~geographic~~sites ~~markets~~or ~~across~~stockpiled ~~the~~at ~~United~~locations ~~States~~to await orders for frac sand. WeSome ~~focus~~Great onLakes ~~geographic~~frac ~~areas,~~sand ~~products~~is ~~and~~also ~~price~~shipped ~~points~~to ~~where~~Canadian wefracking ~~believe~~sites ~~there~~since ~~are~~Canada ~~significant~~produces ~~demand~~only ~~for~~about ~~our~~30 ~~services~~percent ~~and~~of ~~the~~its ~~potential~~frac ~~for~~sand ~~attractive~~requirements. ~~returns~~In to2014, ~~our~~Canada ~~company~~imported ~~and~~about ~~investors~~1.5 WeMt ~~currently~~of ~~are~~sand ~~selling~~from ~~services~~the ~~primarily~~United ~~in Indiana~~States.

¨7 ~~Increase~~Table ~~Sales.~~of Our growth strategy is to increase our Sales volume by expanding our presence in our current geographic markets and by entering new geographic markets. ¨ Internal Growth. We intend to continue to recruit highly-qualified sales professionals and support staff. Our compensation plan will include stock options and stock bonuses for production enhancing our ability to recruit and retain key employees.Contents

InMost ~~executing~~of ~~our~~the ~~business~~remaining ~~strategy~~frac sand production in the United States, weapproximately ~~focus~~13 onMt rounded to the ~~following~~nearest ~~elements~~Mt, originates from outside the Great Lakes Region. In descending order of production, they are: Texas (8 Mt), Arkansas (2 Mt), Nebraska (2 Mt) and Arizona (1 Mt). A large percentage of the sand produced from the mines in these states is considered “brown sand” and sold as Brady, Brown, EF (economical frac), Hickory, and Texas Brown. These sands may contain minor amounts of impurities, have lower strength.

¨Frac ~~Leveraging~~Sand Technology to Maximize Efficiency. We utilize the internet to give our clients easy access to our company. We will continue to utilize technology to reduce operating costs, improve communication with clients, and centralize data among our branch operations. ¨ Promoting Sales & Recruitment Culture. To maintain a culture of continuous growth and recruitment, we have implemented a program whereby employees are encouraged to recruit earning them additional equity ownership.Pricing

6Since the oil prices dropped in 2015, the previous high demand and tight supply of frac sand resulted in the prices dropping from a national average of about $63 per ton in 2013 to approximately 20% less than that today. The major factors that determine the cost and application for frac sand include: (1) grain strength, which is based on its SiO2 content and internal structure; (2) grain sphericity; (3) grain size; (4) grain size distribution; (5) and overall purity. In general, the relatively clean, coarse and high-silica high-strength “white” sands mined in Arkansas, Illinois, Minnesota, and Wisconsin bring the highest prices per ton FOB plant. The coarser-cleaner fractions bring premium prices, because of higher conductivity which is especially desirable for the recovery of oil.

~~Sources~~In ~~And~~most ~~Availability~~cases, Ofrail ~~Raw~~is ~~Materials~~the ~~And~~primary ~~The~~form ~~Names~~of Oftransportation ~~Principal~~to ~~Suppliers~~get sand from the mine to a transfer point and then, from there, trucked to the well site, and represents the highest post-mine cost. Adding to the cost burden of transportation some suppliers and consumers of frac sand are affected with logistical “bottlenecks” that result from the: lack of available hopper cars, limitations of branch lines to accommodate rail traffic, weight, and speed; complications associated with moving sand through the network of rail freight carriers that traverse the Midwest United States; shortages of truck drivers and truck availability; and constrained capacity at trans loading terminals (Gopinath and Pramanick, 2014; Minnesota Department of Transportation, 2012; Vectora Transportation, 2013).

~~Not~~Our ~~applicable~~Target Market

~~Patents,~~There ~~Trademarks,~~are ~~Licenses,~~several ~~Franchises,~~factors ~~Concessions,~~which ~~Royalty~~determine ~~Agreements~~what Oris ~~Labor~~our ~~Contracts,~~target ~~Including Duration~~market:

~~Not~~ 1. The ~~applicable~~geographic location of the Eagle Creek mineral leases is approximately 1,500 km closer to the major Canadian and Northern United States tight oil and gas formations, that are the major consumers of frac sand (Wisconsin); 2. Canada’s train infrastructure is not geared towards frac sand. Most shipments of frac sand involve several bottlenecks in Canada where there are few rail cars dedicated to frac sand, few trans-loading facilities; 3. The consequent logistics cause delays, increased costs, and poor customer service.

~~Need~~We ~~For~~feel ~~Any~~that ~~Government~~being ~~Approval~~closer Ofto ~~Principal~~the ~~Products~~frac Orsand ~~Services~~markets of B.C., Alberta, Saskatchewan, Manitoba, North Dakota, and Montana will give us a significant advantage, due to the fact that we are in the range of truck able distances. This will result in reduced transportation costs, ensured delivery schedules, and be able to meet the frac sand inventory needs of our potential customers on a just in time, cost efficient manner, resulting in increased customer service.

~~Not~~Eagle ~~applicable~~Creek Mineral Leases

~~Effect~~In Ofthe ~~Existing~~Report Orprepared ~~Probable~~by ~~Governmental~~Green ~~Regulations~~Engineering OnLtd ~~The~~(“GEL”) ~~Business~~dated December 15, 2014, GEL reported that GEL was retained by CSI to observe sand mineral exploration excavation work completed by CSI in the winter of 2011 on a potential frac-sands industrial property, the “Eagle Creek Property” (the “target property”), on land located 30 kilometers west of Saskatoon, Saskatchewan. At the Eagle Creek Property, thirteen (13) back-hoe holes were excavated to obtain 60 lb pails of sand to send to SGS laboratories for flotation process testing, including the crush testing of flotation quartz sand concentrate and:

~~Not~~ · Thirty-one ~~applicable~~(31) back-hoe holes were also excavated as mineral exploration holes at different locations on lease/optioned land on the target property where sand mineral could be expected to exist. · On samples taken from the target property, GEL observed all laboratory testing at CSI’s facility in Saskatoon, Saskatchewan, including screening and crush testing and; · GEL provided a report with the results of this field and laboratory work.

~~Estimate~~The Ofsummary ~~The~~report ~~Amount~~prepared ~~Spent~~by ~~During~~GEL ~~Each~~stated Ofthat ~~The~~24 ~~Last~~holes ~~Two~~were ~~Fiscal~~excavated, ~~Years~~logged Onand ~~Research~~sampled ~~And~~during ~~Development~~mid-February ~~Activities~~2011. ~~And~~These holds were drilled on a nominal 600 ft. spacing pattern in a search for more sand mineral. The samples were placed into sample containers, sealed, and retained by GEL.

~~The~~8 ~~Company~~Table ~~planned~~of ~~the milestones over the next twelve months:~~Contents

0-3 Months	Create contact plan for current operational farmsExplore online marketing optionsInterview producing aquatic farmers
4-6 Months	Begin development of Online Marketing WebsiteHire photographer and determine farm operations to use for literatureContinue design literature explaining our servicesNegotiate for online merchant account
7-9 Months	Finish Website Add content to website
10-12 Months	Analyze online marketing and make necessary changes for increased exposurePrepare for year 2 marketing

Of the samples obtained Four composite samples were mixed and one single sample retained. These were placed in sample pails weighing 60 lb. each and were sealed by D. Green, PEng of GEL and sent to SGS laboratories. D. Green, PEng observed the laboratory testing at the CSI facility.

~~The~~Further ~~estimated~~sampling ~~costs~~was ~~for~~done ~~providing~~in April 2012 on the ~~services~~target ~~outlined~~property and 5 composite samples were placed in ~~year~~sample ~~one~~pails issealed ~~approximately~~by ~~$150~~D. Green,~~000~~ PEng and ~~year~~sent ~~two~~to ~~$250,000~~Met-Solve Laboratories. Met-Solve processed the sand with acid treatment and scrubbing. The following indicated the quality of the sand on tests conducted by Met-Solve:

~~Extent~~ · The ToCSI ~~Which~~crush ~~The~~test ~~Cost~~of Offlotation ~~Such~~concentrate ~~Activities~~for Is-40/+70 ~~Borne~~size ~~Directly~~sand Bytested ~~Customers~~at average of 5.5% fines (3 tests) less than the 8% suggested maximum fines (API RP-56 standard). · SGS also crush tested the -40/+70 sample (1 test) and achieved 8% fines and; · SGS also crush tested a flotation concentrate -70/+140 sample (1 test) and achieved 4.4% fines which is less than 5.5% suggested maximum fines (API RP-56 standard).

~~Not~~Tested ~~applicable~~ by a hand-held magnifier, the sand mineral’s quartz was in the rage of 80%-95%, and; spherical/ovaloid for all sand examined, within the range that likely could be flotation concentrated for the -40/+70 and -70/+140 sieve sizes and possibly for the -20/+40 size.

~~Subsequent~~Met-Solve ~~Events~~Laboratories/Stim-Labs Testing resulted in the following results:

~~The~~ · For ~~status~~the ofsize ~~our~~fraction ~~acquisition~~-20/+40% offines ~~North~~test ~~America~~result: ~~Frac Sand (CA) Ltd~~9.8% (~~"NAFS-CA")~~meets is14% ~~that~~for ~~all~~API ~~terms~~RP-56) · For ~~have~~the ~~been~~size ~~met~~fraction ~~and~~-30/+50% ~~that~~fines wetest ~~are~~result: ~~in the position to close~~4.6% ~~Actual~~(meets ~~Closing~~10% ~~will~~for ~~take~~API ~~place~~RP-56) · For ~~upon~~ the ~~completion~~size offraction ~~the audit of NAFS~~-CA40/+70% atfines ~~which~~test ~~time~~result: ~~the~~7.2% ~~Super~~(meets ~~Form~~ 8-K% ~~will~~for beAPI ~~filed.~~ RP-56)

7On May 27, 2016, we received a proposal from Norwest Corporation, a Calgary based engineering company, to complete a NI 43-101 Technical Report to determine resources for the Eagle Creek Project. Under the terms of this proposal there are several Project Phases:

1. Phase One Data Review and Database Creation The ~~terms~~data base consists of ~~the~~66 ~~leases~~core ~~being~~holes ~~acquired~~and ~~are~~107 asbackhoe ~~follows~~trenches, along with laboratory analysis that conforms to standard API RP56 or ISO 13-502-2, which was analyzed by certified laboratories. Phase 1 tasks include:

~~NAFS-CA~~ · Compilation ~~owns~~of ~~approximately~~all ~~30,000~~geological ~~acres~~descriptive information; · Compilation of ~~mineral~~all ~~leases~~analytical ~~approximately~~sample 30data · Verification ~~kilometers~~of ~~east~~each hole’s collar and backhoe trench spatial locations through review of ~~Saskatchewan,~~a ~~Canada,~~federal ~~called~~government topographic surface. · Assessment of the ~~Eagle~~frac ~~Creek~~sand ~~leases~~resource quality following a review of the available analytical data.

A2. ~~description~~Model ~~of the Eagle Creek mineral leases is as follows:~~Creation

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 3rd Meridian, as to the surface rights referenced in the Certificate of Title.	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 3rd Meridian, portion of NW (¼) of Section 35 on Township 37, Range 10, West of the 3rd Meridian, as to the surface rights referenced in the Certificate of Title.	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.

	·	Surface delineation based on the frac sand spatial data obtained from the holes and backhoe trenches; and
	·	Frac sand volume estimation and resource classification.

Management of NAFS-CA has broken down their financial requirements in a number of phases, each of which is dependent on the success of the previous phase.

	3.	Site Visit

	4.	NI 43-101 Report Preparation

~~The~~Cost ~~first phase will be to continue with the exploration~~ of ~~the 30,000 acres of mineral leases and to complete a~~ NI 43-101. ~~The~~Report ~~results~~Preparation ofProject ~~this~~was ~~finding~~estimated ~~should result in further recommendations from the independent geological consultant as~~ to ~~subsequent~~be ~~phases~~CAD$50,532 ~~of activity~~(US$37,900). ~~We expect that our second phase will build upon the recommendations of the first phase.~~

~~The~~Upon ~~end~~completion ~~result~~Phase ofOne, ~~the~~it ~~exploration~~was determined that additional data was required and ~~testing~~that ~~will~~a tofield ~~try~~program was necessary to ~~establish~~confirm anresults ~~economic~~from ~~resource,~~the ~~complete~~previous afield ~~full~~program ~~feasibility~~datasets ~~study~~with a certified laboratory and ~~develop~~to ~~such~~expand ~~resource~~on existing high potential areas. The field program is outlined as follows:

~~Management~~1. ~~of NAFS~~Pre-CAField ~~feel~~Preparation ~~that~~and ~~the~~Project ~~following is required start:~~Management

·~~Drill~~ Finalize ~~and~~sample ~~assay~~site ~~additional~~locations; · Obtain ~~test~~subsurface ~~holes~~site asclearances · Prepare ~~recommended~~a byHealth ~~our~~and ~~independent~~Safety ~~geological~~program; · Field ~~consultant.~~supplies ~~Complete~~preparation aand NIshipment; ~~Form 43-101.~~ and ·~~Based~~ Cost ontracking ~~the NI Form 43-101 drill~~ and ~~assay~~logistics ~~additional test holes~~support.

Table of Contents

Field Program

	·	An M10 Truck auger rig will systematically collect samples to an approximate depth of 10 meters;
	·	Geological descriptive strip logs will be generated for each drill hole;
	·	Samples from the auger flights will be collected and will not cross geological facies.
	·	Samples will be split for Company storage (if required for subsequent re-testing), balance sent to laboratory.

Post-Field Data Finalization and Database upload.

Cost of Auger Drilling Program and Testing was estimated at CAD $58,615 (US$44,000).

Drilling commenced in early July 2016. Reports are expected to be issued before the end of August 2016.

Item 1A. Risk Factors

Because we are a Smaller Reporting Company, we are not required to provide the information required by this item.

8Item 1B. Unresolved Staff Comments

~~Item 1B. Unresolved Staff Comments~~None

~~None~~Item 2. Properties

~~Item~~Our 2offices, are located at Unit 1 – 550 Browning Place, North Vancouver, British Columbia, Canada V7H 3A9. ~~Properties~~We do not believe that we will need to obtain additional office space at any time in the foreseeable future, approximately 12 months.

~~Our~~Item ~~offices, are located at Bay 9B – 318 – 105th Street East, Saskatoon, Saskatchewan S7N 1Z3~~3. WeLegal ~~do not believe that we will need to obtain additional office space at any time in the foreseeable future, approximately 12 months.~~Proceedings

~~For~~We ~~information~~are onnot currently a party to any legal proceedings nor are any contemplated by us at this time. On March 30, 2017, the ~~leases~~Company ~~see~~received ~~Item~~a 1letter from the lawyers representing Canadian Sandtech Inc. ~~Subsequent~~disputing ~~Events~~the legality of the acquisition of North America Frac Sand (CA) Ltd. from them by the Company. The Company has retained lawyers and is disputing this allegation with the full extent of the law. It is our lawyers and the Company’s opinion that this letter is without merit.

Item 34. ~~Legal~~Mine ~~Proceedings~~safety disclosures

WeNot ~~are not currently a party to any legal proceedings nor are any contemplated by us at this time.~~Applicable

~~Item~~10 4.Table ~~Mine~~of ~~safety disclosures~~Contents

~~Not~~PART ~~Applicable~~ II.

9Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

~~PART~~Market ~~II.~~Information

~~Item~~North 5America Frac Sand Inc. ~~Market~~trades ~~for~~on ~~Registrant's~~the ~~Common~~OTC-QB ~~Equity,~~market ~~Related~~under ~~Stockholder~~the ~~Matters~~trading ~~and~~symbol ~~Issuer~~NASF. ~~Purchases~~Trading offor ~~Equity~~NAFS ~~Securities~~for the last two years by quarter is as follows:

Market Information

Period	High		Low		Close
Q1-2015	$	0.02	$	0.02	$	0.02
Q2-2015	$	0.07	$	0.02	$	0.07
Q3-2015	$	0.90	$	0.07	$	0.35
Q4-2015	$	0.40	$	0.05	$	0.12

Q1-2016	$	0.18	$	0.05	$	0.05
Q2-2016	$	0.09	$	0.04	$	0.04
Q3-2016	$	0.07	$	0.03	$	0.03
Q4-2016	$	0.06	$	0.02	$	0.02

~~North America Frac Sand Inc. trades on the OTC-QB market under the trading symbol NASF. Trading for NAFS for the last two years by quarter is as follows:~~Holders

Period	High		Low		Close
Q1-2014	$	10.00	$	10.00	$	10.00
Q2-2014	$	56.00	$	48.00	$	49.00
Q3-2014	$	49.00	$	49.00	$	49.00
Q4-2014	$	49.00	$	2.00	$	2.00
Q1-2015	$	0.02	$	0.02	$	0.02
Q2-2015	$	0.07	$	0.02	$	0.07
Q3-2015	$	0.90	$	0.07	$	0.35
Q4-2015	$	0.40	$	0.05	$	0.12

As of April 5, 2017 there were 423 shareholders of record of our common stock.

~~Holders~~Dividends

AsSince ofinception ~~April~~we 14have not paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future. Although we intend to retain our earnings, ~~2016~~if ~~there~~any, ~~were~~to ~~414~~finance ~~shareholders~~the exploration and growth of ~~record~~our business, our Board of Directors will have the discretion to declare and pay dividends in the future. Payment of dividends in the future will depend upon our ~~common~~earnings, ~~stock~~capital requirements, and other factors, that our Board of Directors may deem relevant.

~~Dividends~~Recent Sales of Unregistered Securities

Since inception we have not paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future. Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, that our Board of Directors may deem relevant.None

~~Recent~~Item ~~Sales~~6. ofSelected ~~Unregistered~~Financial ~~Securities~~Data

~~NONE~~Because we are a Smaller Reporting Company, we are not required to provide the information required by this item.

~~Item~~11 6.Table ~~Selected~~of ~~Financial Data~~Contents

~~Because~~Item we7. ~~are~~Management’s aDiscussion ~~Smaller~~and ~~Reporting~~Analysis ~~Company,~~of weFinancial ~~are~~Condition ~~not~~and ~~required~~Results toof ~~provide the information required by this item.~~ Operations

~~Item~~The 7.following Management'’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this report. The management’s discussion, analysis of financial condition, and results of operations should be read in conjunction with our financial statements and notes thereto contained elsewhere in this prospectus.

~~The following Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties.~~ Our ~~actual~~Business results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under "Risk Factors" and elsewhere in this report. The management's discussion, analysis of financial condition, and results of operations should be read in conjunction with our financial statements and notes thereto contained elsewhere in this prospectus. Overview

10North America Frac Sand, Inc. is a Florida corporation (the "Company"). During the year ended December 31, 2015, the Company entered into an agreement to acquire North America Frac Sand (CA) Ltd (“NAFS-CA”), an Alberta Corporation. We completed the due diligence on February 29, 2016. We finalized the audit of NAFS-CA in August of 2016, and completed a Form 8-K on August 31, 2016. Consequently the acquisition was completed as of August 31, 2016. The mineral leases have been assigned to the Company as of July 28, 2016. This allowed the Company to complete lease payments and commence exploration activities.

~~Our~~The ~~Business~~Company ~~Overview~~was providing consulting services to independent aquatic farming operators and other market participants located in the Midwest of the United States. Historically, we conducted initial marketing and sales activities to take advantage of opportunities related to time, location and quality of aquatic farming operations. We have conducted our operations primarily in Indiana.

~~North~~On ~~America~~April ~~Frac Sand~~25, ~~Inc.~~2014 isthe Company entered into a ~~Florida~~Share ~~corporation~~Purchase (Agreement to acquire the ~~"Company")~~issued and outstanding shares of Innovate Building Systems, Inc., ~~During~~(“Innovate”) ~~the~~a ~~year~~manufacturer ~~ended~~of ~~December~~modular 31buildings located in Edmonton Alberta, ~~2015~~Canada. In accordance with the Agreement, the Company ~~entered~~changed ~~into~~its anname ~~agreement~~from toNew ~~acquire~~Found ~~North~~Shrimp, ~~America~~Inc. ~~Frac~~to ~~Sand~~Innovate ~~(CA)~~Building ~~Ltd~~Systems, ~~("NAFS-CA")~~Inc., anIn ~~Alberta~~the ~~Corporation.~~course Weof ~~completed~~ the due diligence, onthe ~~February~~Innovate ~~29,~~(the ~~2016~~Alberta Company) was unable to supply audited financial statements. For this and ~~have~~other ~~agreed~~reasons, the Company decided not to ~~close~~proceed ~~formally~~with ~~upon~~the ~~completion~~acquisition. ofOn September 9, 2014, the ~~audit~~Company ofchanged ~~NAFS-CA~~its name from Innovate Building Systems Inc. to Xterra Building Systems Inc.

~~The~~On July 10, 2015, the Company ~~was~~entered ~~providing~~into ~~consulting~~a ~~services~~Share toPurchase ~~independent~~Agreement ~~aquatic~~to ~~farming~~acquire ~~operators~~the issued and ~~other~~outstanding ~~market~~shares ~~participants~~of ~~located~~North inAmerica Frac Sand (CA) Ltd. (“NAFS-CA”). where the ~~Midwest~~Company would issue 37,800,000 shares of common stock in the ~~United~~Company ~~States~~in exchange for the issued and outstanding shares of NAFS-CA. ~~Historically,~~In weaccordance ~~conducted~~with ~~initial~~the ~~marketing~~agreement, ~~and~~the ~~sales~~Company ~~activities~~changed toits ~~take~~name ~~advantage~~from ofXterra ~~opportunities~~Building ~~related~~Systems, Inc. to ~~time~~North America Frac Sand, ~~location~~Inc. ~~and~~The ~~quality~~final release of ~~aquatic~~the ~~farming~~shares ~~operations.~~held Wein ~~have~~escrow ~~conducted~~is ~~our~~subject ~~operations~~to ~~primarily~~the incompletion ~~Indiana.~~the audit of NAFS-CA and the requisite filings.

OnCritical ~~April~~Accounting 25, 2014 the Company entered into a Share Purchase Agreement to acquire the issued and outstanding shares of Innovate Building Systems, Inc., ("Innovate") a manufacturer of modular buildings located in Edmonton Alberta, Canada. In accordance with the Agreement, the Company changed its name from New Found Shrimp, Inc. to Innovate Building Systems, Inc. In the course of the due diligence, the Innovate (the Alberta Company) was unable to supply audited financial statements. For this and other reasons, the Company decided not to proceed with the acquisition. On September 9, 2014, the Company changed its name from Innovate Building Systems Inc. to Xterra Building Systems Inc.Policies

OnWe ~~July~~prepare ~~10,~~our ~~2015,~~financial ~~the~~statements ~~Company~~in ~~entered~~conformity ~~into~~with aGAAP, ~~Share~~which ~~Purchase~~requires ~~Agreement~~management to ~~acquire~~make ~~the~~certain ~~issued~~estimates and ~~outstanding~~assumptions ~~shares~~and ofapply ~~North~~judgments. ~~America~~We ~~Frac~~base ~~Sand~~our ~~(CA)~~estimates ~~Ltd.~~and ~~("NAFS-CA").~~judgments ~~where~~on ~~the~~historical ~~Company~~experience, ~~would~~current ~~issue~~trends ~~37,800,000~~and ~~shares~~other offactors ~~common~~that ~~stock~~management inbelieves ~~the~~to ~~Company~~be inimportant ~~exchange~~at ~~for~~the time the ~~issued~~financial statements are prepared and ~~outstanding~~actual ~~shares~~results ofcould ~~NAFS-CA.~~differ Infrom ~~accordance~~our ~~with~~estimates ~~the~~and ~~agreement,~~such differences could be material. We have identified below the ~~Company~~critical ~~changed~~accounting ~~its~~policies ~~name~~which ~~from~~are ~~Xterra~~assumptions ~~Building~~made ~~Systems,~~by ~~Inc.~~management toabout ~~North~~matters ~~America~~that ~~Frac~~are ~~Sand,~~highly ~~Inc.~~uncertain ~~The~~and ~~final~~that ~~release~~are of critical importance in the ~~shares~~presentation ~~held~~of inour ~~escrow~~financial isposition, ~~subject~~results toof ~~the~~operations ~~completion~~and ~~the~~cash ~~audit~~flows. ofOn ~~NAFS-CA~~a regular basis, we review our accounting policies and ~~the~~how ~~requisite~~they ~~filings~~are applied and disclosed in our financial statements.

~~Critical~~Use ~~Accounting~~of ~~Policies~~Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires 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 the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

We12 ~~prepare~~Table our financial statements in conformity with GAAP, which requires management to make certain estimates and assumptions and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared and actual results could differ from our estimates and such differences could be material. We have identified below the critical accounting policies which are assumptions made by management about matters that are highly uncertain and that are of critical importance in the presentation of our financial position, results of operations and cash flows. On a regular basis, we review our accounting policies and how they are applied and disclosed in our financial statements.Contents

~~Use~~Results of ~~Estimates~~Operations -for ~~The preparation of financial statements in conformity with accounting principles generally accepted in~~ the ~~United~~year ~~States~~ended ofDecember ~~America~~31, ~~requires~~2016 ~~management to make estimates~~ and ~~assumptions~~December ~~that~~31, affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.2015

~~Results~~2016 ofexpenses ~~Operations~~are ~~for~~$239,238 ~~the~~higher ~~year~~than ~~ended~~2015 ~~December~~due ~~31,~~to ~~2015~~the ~~and~~increase ~~December~~of ~~31,~~business ~~2014~~ activities.

Expenses	31-Dec-15		31-Dec-14		Difference			Explanation
Audit	$	10,700	$	9,000	$	1,700		Additional audit fees 2014 recorded in 2015
Consulting		14,000		9,000		5,000		Additional fees to President
Edgar Filings		4,215		2,996		1,219		Increased filings
Listing Fees		10,340		-		10,340		Listed fee for OTC QX
Legal Fees		7,593		6,351		1,242		North America Frac Sand acquisition, roll back and name change.
News Releases		4,139		-		4,139		Increased investor awareness program
Sedar Fees		5,294		-		5,294		Annual cost to meet Canadian regulatory compliance.
Transfer Agent Fees		9,020		11,211		(2,191	)
Administration		116		250		(134	)
Total Expenses		65,416		38,808		26,608
Conversion benefit to Series A preferred shares on amendment to share structure		-		13,741,679		(13,741,679	)	Calculated benefit to owners of Series A preferred shares.
Net Loss	$	65,416	$	13,780,487	$	(12,118,071	)

Financial Condition

11Total Assets. Total assets at December 31, 2016 and 2015 were $Nil and $Nil, respectively.

~~Financial~~Total ~~Condition~~Liabilities. Total liabilities at December 31, 2016 and 2015 were $573,931and $91,884, respectively.

~~Total~~Liquidity ~~Assets. Total assets at December 31, 2015 and 2014 were $Nil and $Nil, respectively.~~

~~Total~~The ~~Liabilities.~~accompanying ~~Total~~financial ~~liabilities~~statements athave ~~December~~been ~~31,~~prepared ~~2015~~assuming ~~and~~that ~~2014~~the ~~were~~Company ~~$91,884~~will ~~and~~continue ~~$26,468,~~as ~~respectively.~~a ~~Total~~going ~~liabilities~~concern ~~consist~~which ofcontemplates, ~~accounts~~among ~~payable~~other ~~of $1~~things,~~302,~~ ~~related~~the ~~party~~realization ~~accounts payable~~ of ~~$23,000;~~assets and ~~note~~satisfaction ~~payable to related party~~ of ~~$67,582~~liabilities ~~(2014~~in -the ~~accounts~~ordinary ~~payable~~course of ~~$13,878, related party accounts payable of $9,000; and note payable to related party of $3,590)~~business.

~~Liquidity~~The Company sustained a loss for the years ended December 31, 2016 and 2015 of $1,670,950 and $65,416, respectively. The Company has an accumulated deficit of $36,179,052. Because of the absence of positive cash flows from operations, the Company will require additional funding for continuing the development and marketing. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~The~~We ~~accompanying~~are ~~financial~~presently ~~statements~~not ~~have~~able ~~been~~to ~~prepared~~meet ~~assuming~~our ~~that~~obligations ~~the~~as ~~Company~~they ~~will~~come ~~continue~~due. asAt aDecember ~~going~~31, ~~concern~~2016 ~~which~~we ~~contemplates,~~had ~~among~~working ~~other~~capital ~~things,~~deficit ~~the~~of ~~realization~~$573,931. ofOur ~~assets~~working ~~and~~capital ~~satisfaction~~deficit ofis ~~liabilities~~due into the ~~ordinary~~results ~~course~~ of ~~business~~operations.

~~The~~Net ~~Company~~cash ~~sustained~~used ain ~~loss~~operating activities for the years ended December 31, ~~2015~~2016 and ~~2014~~2015 ofwas $651,~~416~~491,294 and -$1363,~~780~~992,~~487,~~ respectively. The Company has an accumulated deficit of $34,508,101. Because of the absence of positive cash flows from operations, the Company will require additional funding for continuing the development and marketing. These factors raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

WeNet ~~are~~cash ~~presently~~provided ~~not~~by ~~able~~investment toactivities ~~meet~~for ~~our~~the ~~obligations~~years asended ~~they come due. At~~ December 31, ~~2015~~2016 weand ~~had~~2015 ~~working~~was ~~capital~~-$1,429,178 ~~deficit~~and of $91nil,~~884.~~ ~~Our working capital deficit is due to the results of operations~~respectively.

Net cash ~~used~~provided inby ~~operating~~financing activities for the years ended December 31, ~~2015~~2016 and ~~2014~~2015 was -$6362,~~992~~116 and $163,~~202~~992, respectively.

~~Net~~We ~~cash~~anticipate ~~provided~~that byour ~~financing~~future ~~activities~~liquidity requirements will arise from the need to fund our growth from operations, pay current obligations and future capital expenditures. The primary sources of funding for such requirements are expected to be cash generated from operations and raising additional funds from the ~~years~~private ~~ended~~sources ~~December~~and/or 31debt financing. However, ~~2015~~we can provide no assurances that we will be able to generate sufficient cash flow from operations and/or ~~2014~~obtain ~~was~~additional ~~$63~~financing on terms satisfactory to us,~~992~~ if at all, to remain a going concern. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis and ~~$490~~ultimately to attain profitability. Our Plan of Operation for the next twelve months is to raise capital to continue to expand our operations. Although we are not presently engaged in any capital raising activities, ~~respectively~~we anticipate that we may engage in one or more private offering of our company’s securities after the completion of this offering. We would most likely rely upon the transaction exemptions from registration provided by Regulation D, Rule 506 or conduct another private offering under Section 4(2) of the Securities Act of 1933. See “Note 2 – Going Concern” in our financial statements for additional information as to the possibility that we may not be able to continue as a “going concern.”

We ~~anticipate~~have that our future liquidity requirements will arise from the need to fund our growth from operations, pay current obligations and future capital expenditures. The primary sources of funding for such requirements are expected to be cash generated from operations and raising additional funds from the private sources and/or debt financing. However, we can provide no ~~assurances~~known ~~that~~demands ~~we will be able to generate sufficient cash flow from operations and/~~or ~~obtain~~commitments additional financing on terms satisfactory to us, if at all, to remain a going concern. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis and ~~ultimately to attain profitability. Our Plan of Operation for the next twelve months is to raise capital to continue to expand our operations. Although we~~ are not ~~presently~~aware ~~engaged~~of in any ~~capital~~events ~~raising~~or ~~activities,~~uncertainties ~~we anticipate~~ that wewill ~~may~~result ~~engage~~ in ~~one~~ or ~~more~~that ~~private~~are ~~offering~~reasonably ~~of our company's securities after the completion of this offering. We would most~~ likely ~~rely~~to ~~upon~~materially ~~the~~increase ~~transaction exemptions from registration provided by Regulation D, Rule 506~~ or ~~conduct~~decrease ~~another private offering under Section 4(2) of the Securities Act of 1933. See "Note 2 – Going Concern" in~~ our ~~financial~~current ~~statements for additional information as to the possibility that we may not be able to continue as a "going concern~~liquidity."

We ~~have no known demands or commitments and~~ are not aware of any trends or known demands, commitments, events or uncertainties that will result in or that are reasonably likely to ~~materially~~result ~~increase~~in ormaterial ~~decrease~~increases ~~our~~or ~~current~~decreases in liquidity.

WeCapital ~~are not aware of any trends or known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in material increases or decreases in liquidity.~~Resources

~~Capital~~We ~~Resources~~have no material commitments for capital expenditures as of December 31, 2016.

We13 ~~have~~Table ~~no material commitments for capital expenditures as~~ of ~~December 31, 2015.~~ Contents

12Item 7A. Quantitative and Qualitative Disclosure About Market Risk

~~Item~~Because ~~7A.~~we ~~Quantitative~~are ~~and~~a ~~Qualitative~~Smaller ~~Disclosure~~Reporting ~~About~~Company, ~~Market~~we ~~Risk~~are not required to provide the information required by this item.

~~Because~~Item we8. ~~are~~Financial aStatements ~~Smaller~~and ~~Reporting~~Supplementary ~~Company, we are not required to provide the information required by this item.~~Data

~~Item~~The 8.report ~~Financial~~of ~~Statements~~the independent registered public accounting firm and ~~Supplementary~~the ~~Data~~financial statements listed on the accompanying index at page F-1 of this report are filed as part of this report and incorporated herein by reference.

~~The~~Item ~~report~~9. ofChanges ~~the~~in ~~independent registered public accounting firm~~ and ~~the~~Disagreements ~~financial~~with ~~statements~~Accountants ~~listed~~ on ~~the~~Accounting ~~accompanying index at page F-1 of this report are filed as part of this report~~ and ~~incorporated~~Financial ~~herein by reference.~~Disclosure

~~Item~~On 9July 3, 2015, the Company dismissed Messineo & Co. CPA’s LLC. On July 6, 2015, the Company appointed BF Borgers CPA PC. There have been no Changes in ~~and~~or ~~Disagreements~~Disagreement with ~~Accountants~~BF Borgers CPA PC on Accounting and Financial Disclosure.

OnItem ~~July 3, 2015, the Company dismissed Messineo & Co~~9A. ~~CPA's~~Controls ~~LLC. On July 6, 2015, the Company appointed BF Borgers CPA PC. There have been no Changes in or Disagreement with BF Borgers CPA PC on Accounting~~ and ~~Financial Disclosure.~~Procedures

~~Item~~(a) ~~9A.~~Management’s ~~Controls~~Annual ~~and~~Report ~~Procedures~~on Internal Control over Financial Reporting

~~(a)~~The ~~Management's~~management ~~Annual~~of ~~Report~~the onCompany ~~Internal~~is ~~Control~~responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial ~~Reporting~~Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with the U.S. generally accepted accounting principles.

~~The~~As of December 31, 2016, under the supervision and with the participation of our management, we conducted an evaluation of the ~~Company~~effectiveness isof ~~responsible~~the ~~for~~design ~~establishing~~and operations of our disclosure controls and ~~maintaining~~procedures, ~~adequate~~as ~~internal~~defined ~~control~~in ~~over~~Rule ~~financial~~13a-15(e) ~~reporting.~~and ~~The~~15d-15(e) ~~Company's~~promulgated under the Securities Exchange Act of 1934 and based on the criteria for effective internal control ~~over~~described ~~financial~~Internal ~~reporting~~Control is– aIntegrated ~~process~~Framework ~~designed~~issued ~~under~~by the ~~supervision~~Committee of Sponsoring Organizations of the ~~Company's~~Treadway ~~Chief~~Commission ~~Executive~~(2013). ~~Officer~~Based on this evaluation, management concluded that our financial disclosure controls and ~~Chief~~procedures ~~Financial~~were ~~Officer~~not effective so as to ~~provide~~timely ~~reasonable~~identify ~~assurance~~correct ~~regarding~~and ~~the~~disclose ~~reliability~~information ofrequired ~~financial~~to ~~reporting~~be included on our Securities and ~~the~~Exchange ~~preparation~~Commission of(“SEC”) reports due to the Company'’s ~~financial~~limited ~~statements~~internal ~~for~~resources and lack of ability to have multiple levels of transaction review. Through the use of external ~~purposes~~consultants inand ~~accordance~~the ~~with~~review process, management believes that the ~~U.S.~~financial ~~generally~~statements ~~accepted~~and ~~accounting~~other ~~principles~~information presented herewith are materially correct.

AsThe ofmanagement ~~December~~including ~~31,~~its ~~2015,~~Chief ~~under~~Executive ~~the~~Officer ~~supervision~~ and ~~with~~Chief ~~the~~Financial ~~participation~~Officer, of our ~~management~~sole officer, wedoes ~~conducted~~not anexpect ~~evaluation~~that ofits ~~the effectiveness of the design and operations of our~~ disclosure controls and procedures, asor ~~defined~~its ininternal ~~Rule~~controls ~~13a-15(e)~~will ~~and~~prevent ~~15d-15(e)~~all ~~promulgated~~error ~~under~~and ~~the~~all ~~Securities~~fraud. ~~Exchange~~A ~~Act~~control ofsystem ~~1934~~no ~~and~~matter ~~based~~how onwell ~~the~~conceived ~~criteria~~and ~~for~~operated, ~~effective~~can ~~internal~~provide ~~control~~only ~~described~~reasonable ~~Internal~~not ~~Control~~absolute –assurance ~~Integrated~~that ~~Framework~~the ~~issued~~objectives byof the ~~Committee~~control ofsystem ~~Sponsoring~~are ~~Organizations~~met. ofFurther, the ~~Treadway~~design ~~Commission~~of ~~(2013).~~control ~~Based~~system onmust ~~this~~reflect ~~evaluation,~~the ~~management~~fact ~~concluded~~ that ~~our~~there ~~financial~~are ~~disclosure~~resource ~~controls~~constraints, and ~~procedures~~the ~~were~~benefit ~~not~~of ~~effective~~controls somust asbe toconsidered ~~timely~~relative ~~identify correct and disclose information required~~ to betheir ~~included~~costs. onBecause ~~our~~of ~~Securities~~the ~~and~~inherent ~~Exchange~~limitations ~~Commission~~in ~~("SEC")~~all ~~reports~~control ~~due~~systems, tono ~~the~~evaluation ~~Company's limited internal resources and lack~~ of ~~ability~~controls tocan ~~have~~provide ~~multiple~~absolute ~~levels~~assurance ofthat ~~transaction~~all ~~review.~~control ~~Through~~issues ~~the~~and ~~use~~instances of ~~external consultants and the review process~~fraud, ~~management~~if ~~believes~~any ~~that~~within the ~~financial~~Company ~~statements~~have ~~and~~been ~~other information presented herewith are materially correct~~detected.

~~The~~Material ~~management~~weaknesses ~~including~~identified ~~its~~by ~~Chief~~management ~~Executive~~included: ~~Officer~~lack ~~and~~of ~~Chief~~an ~~Financial~~audit ~~Officer,~~committee ~~our sole officer, does not expect that its disclosure controls~~ and ~~procedures,~~audit orcommittee ~~its~~financial ~~internal~~expert; ~~controls~~lack ~~will~~of ~~prevent~~a ~~all~~majority ~~error~~of ~~and~~outside ~~all~~directors ~~fraud.~~on Aour ~~control~~board ~~system~~of ~~no matter how well conceived and operated~~directors, ~~can~~resulting ~~provide~~in ~~only~~ineffective ~~reasonable~~oversight ~~not~~in ~~absolute~~the ~~assurance~~establishment ~~that~~and ~~the~~monitoring ~~objectives~~ of ~~the~~required ~~control~~internal ~~system~~controls ~~are~~and ~~met.~~procedures; ~~Further,~~inadequate ~~the~~segregation ~~design~~ of ~~control~~duties ~~system~~consistent ~~must~~with ~~reflect~~control ~~the~~objectives ~~fact that there are resource constraints,~~ and affecting the ~~benefit~~functions of ~~controls~~authorization, ~~must~~recordkeeping, becustody ~~considered relative to their costs. Because~~ of ~~the inherent limitations in all control systems~~assets, noand ~~evaluation~~reconciliation; ~~of controls can provide absolute assurance that all control issues~~ and, ~~instances~~management ofdominated ~~fraud,~~by ifa ~~any~~single ~~within~~individual ~~the~~without ~~Company~~adequate ~~have~~compensating ~~been detected~~controls.

~~Material~~Management believes that the material weaknesses ~~identified~~set byforth above did not have an effect on our financial results. However, management ~~included:~~believes that the lack of ana functioning audit committee and ~~audit~~the ~~committee financial expert;~~ lack of a majority of outside directors on our board of directors, ~~resulting~~results in ineffective oversight in the establishment and monitoring of required internal controls and procedures~~; inadequate segregation of duties consistent with control objectives and affecting the functions of authorization~~, ~~recordkeeping,~~which ~~custody~~could ofresult ~~assets,~~in ~~and~~a ~~reconciliation;~~material ~~and,~~misstatement ~~management~~in ~~dominated~~our byfinancial astatements ~~single~~in ~~individual~~future ~~without adequate compensating controls~~periods.

1314 Table of Contents

Management’s ~~believes~~Remediation that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.Initiatives

~~Management's~~In ~~Remediation~~an ~~Initiatives~~effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

InWe anwill ~~effort~~create a position to ~~remediate~~segregate ~~the~~duties ~~identified~~consistent ~~material~~with ~~weaknesses~~control objectives and ~~other~~will ~~deficiencies~~increase our personnel resources and ~~enhance~~technical ~~our~~accounting ~~internal~~expertise ~~controls~~within the accounting function when funds are available to us. And, we ~~have~~plan ~~initiated,~~to appoint one or ~~plan~~more outside directors to ~~initiate,~~our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the ~~following~~oversight ~~series~~in the establishment and monitoring of ~~measures:~~required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

WeManagement ~~will~~believes ~~create~~that ~~a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within~~ the ~~accounting~~appointment ~~function~~of ~~when funds are available to us. And, we plan to appoint~~ one or more outside directors, ~~to our board of directors~~ who shall be appointed to ~~an audit committee resulting in~~ a fully functioning audit committee, ~~who~~ will ~~undertake~~remedy the ~~oversight~~lack ~~in the establishment and monitoring~~ of ~~required~~a ~~internal~~functioning ~~controls~~audit ~~and~~committee ~~procedures such as reviewing~~ and ~~approving~~a ~~estimates~~lack ~~and~~of ~~assumptions~~a ~~made~~majority byof ~~management~~outside ~~when~~directors ~~funds~~on ~~are~~our ~~available to us~~Board.

~~Management~~We ~~believes~~will ~~that~~work ~~the~~as ~~appointment~~quickly ofas ~~one~~possible ~~or more outside directors, who shall be appointed~~ to aimplement ~~fully~~these ~~functioning~~initiatives; ~~audit committee~~however, ~~will remedy~~ the lack of aadequate ~~functioning~~working ~~audit~~capital ~~committee~~ and apositive ~~lack~~cash offlow afrom ~~majority~~operations ofwill ~~outside~~likely ~~directors~~slow onthis ~~our Board~~implementation.

WeThis ~~will~~Annual ~~work~~Report asdoes ~~quickly~~not asinclude ~~possible~~an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to ~~implement~~attestation ~~these~~by ~~initiatives;~~the ~~however,~~Company’s independent registered public accounting firm pursuant to the ~~lack~~temporary rules of ~~adequate~~the ~~working~~SEC ~~capital~~that ~~and~~permit ~~positive~~the ~~cash~~Company ~~flow~~to ~~from~~provide ~~operations~~only ~~will~~management’s ~~likely~~report ~~slow~~in this ~~implementation~~Annual Report.

This ~~Annual~~report ~~Report~~shall ~~does~~ not ~~include~~be andeemed ~~attestation~~to ~~report~~be offiled ~~the~~for ~~Company's~~purposes ~~independent~~of ~~registered~~Section ~~public~~18 ~~accounting~~of ~~firm~~the ~~regarding~~Securities ~~internal~~Exchange ~~control~~Act ~~over~~of ~~financial~~1934, ~~reporting.~~or ~~Management's~~otherwise ~~report was not~~ subject to ~~attestation~~the byliabilities ~~the~~of ~~Company's~~this ~~independent~~section, ~~registered~~and ~~public~~is ~~accounting~~not ~~firm~~incorporated ~~pursuant~~by toreference ~~the~~into ~~temporary~~any ~~rules~~filing of the ~~SEC~~Company, ~~that~~whether ~~permit~~made before or after the ~~Company~~date tohereof, ~~provide~~regardless ~~only~~of ~~management's~~any ~~report~~general inincorporation ~~this~~language ~~Annual~~in ~~Report~~such filing.

~~This~~Change report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of this section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in ~~such~~internal ~~filing.~~controls

~~Change~~We inhave not made any significant changes to our internal controls subsequent to the Evaluation Date. We have not identified any significant deficiencies or material weaknesses or other factors other than those specified above that could significantly affect these controls, and therefore, no corrective action was taken.

WeItem ~~have not made any significant changes to our internal controls subsequent to the Evaluation Date~~9B. WeOther have not identified any significant deficiencies or material weaknesses or other factors other than those specified above that could significantly affect these controls, and therefore, no corrective action was taken.Information

~~Item 9B. Other Information~~None

~~NONE~~ 15 Table of Contents

14PART III

~~PART~~Item ~~III~~10. Directors, Executive Officers and Corporate Governance

~~Item 10.~~ Directors, ~~Executive Officers~~ and ~~Corporate~~Executive ~~Governance~~Officers

~~Directors~~The names and ~~Executive~~ages ~~Officers~~of our directors and executive officers are set forth below. Our By Laws provide for not less than one and not more than fifteen directors. All directors are elected annually by the stockholders to serve until the next annual meeting of the stockholders and until their successors are duly elected and qualified.

The names and ages of our directors and executive officers are set forth below. Our By Laws provide for not less than one and not more than fifteen directors. All directors are elected annually by the stockholders to serve until the next annual meeting of the stockholders and until their successors are duly elected and qualified.

Name	Age	Position
David R. Cupp	38	Director, resigned as President, Secretary and Chairman of the Board of Directors on February 7, 2015(1), resigned as director March 15, 2016.
David M. Alexander	66	Director, President, Secretary and Chairman of the Board of Directors since February 7, 2015(1)
Edwin G Morrow	71	Director since

Name	Age	Position
David R. Cupp	37	Director, resigned as President, Secretary and Chairman of the Board of Directors on February 7, 2015(1), resigned as director March 15, 2016.
David M. Alexander	65	Director, President, Secretary and Chairman of the Board of Directors since February 7, 2015(1)

_______

~~____________~~(1) Mr. Alexander and Mr. Morrow will serve as directors until the next annual shareholder meeting.

~~(1)~~Background ~~Mr.~~of ~~Alexander~~Executive ~~will~~Officers ~~serve~~and ~~as a director until the next annual shareholder meeting.~~Directors

~~Background~~Mr. David Alexander is a Chartered Accountant with over 25 years’ experience in providing audit, accounting, and consulting services to both private and public companies. In the last five years Mr. Alexander has served as a director of ~~Executive~~Shalex ~~Officers~~Energy Corporation (oil and ~~Directors~~gas) from May 2012 - September 2013, WasteFixx Systems Inc. (water and soil clean up) from May 2013 - September 2013, and has since January 2016 served as the Chief Financial Officer of Veritas Pharma Inc. (pharmaceuticals) and since July 2016 as Chief Financial Officer of Southern Lithium Corp. (lithium exploration). Mr. Alexander additionally provides business consulting services to several clients through his consulting practice. Based upon the aforementioned background and experience, Company principals believe that Mr. Alexander is eminently qualified to discharge the duties required for the directorship of the Company. On February 9, 2015, Mr. David Alexander assumed the role of Chief Executive Officer.

Mr. ~~David~~Ed ~~Alexander~~Morrow is a ~~Chartered~~Professional ~~Accountant~~Geologist with other 25 years' experience in providing audit, accounting, and consulting services to both private and public companies. In the last five years Mr. Alexander has served as a director of Shalex Energy Corporation (oil and gas) from May 2012 - September 2013, WasteFixx Systems Inc. (water and soil clean up) from May 2013 - September 2013, and has since January 2016 served as the Chief Financial Officer of Veritas Pharma Inc. (pharmaceuticals). Mr. Alexander additionally provides business consulting services to several clients through his consulting practice. Based upon the aforementioned background and experience, Company principals believe that Mr. Alexander is eminently qualified to discharge the duties required for the directorship of the Company. On February 9, 2015, Mr. David Alexander assumed the role of Chief Executive Officer.

Mr. Cupp is a 2001 graduate of Ball State University with a Bachelor'’s Degree in Secondary Education. He continued his education at Olivet Nazarene University and holds a Master'’s Degree in Education. Mr. Cupp has over 11 years of teaching and coaching experience and is currently the girls head basketball coach Avon High School, Indianapolis, Indiana. Mr. Cupp has shown the ability to create a winning team in each of his coaching assignments. Mr. Cupp has participated in many leadership and counseling camps during his tenure as teacher and coach at such prestigious institutions as Duke, Marquette, Ball State, and the University of Illinois. During the past five years Mr. Cupp has been primarily focused on his full time employment as a High School teacher and Girls Basketball coach in Indianapolis, Indiana. Other than the company Mr. Cupp does not have any other business experience. Mr. Cupp resigned as an officer of the Company on February 9, 2015, and as a director of the Company on March 15, 2016.

Legal Proceedings

To the best of our knowledge, except as set forth herein, none of the directors or director designees to our knowledge has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement.

1516 Table of Contents

Meetings and Committees of the Board of Directors

We do not have a nominating committee of the Board of Directors, or any committee performing similar functions. Nominees for election as a director are selected by the Board of Directors.

We do not yet have an audit committee or an audit committee financial expert. We expect to form such a committee composed of our non-employee directors. We may in the future attempt to add a qualified board member to serve as an audit committee financial expert in the future, subject to our ability to locate and compensate such a person. Despite the lack of an audit committee, those members of the board of directors that would otherwise be on our audit committee will continue to analyze and investigate our actual and potential businesses prospects as members of our board of directors. Furthermore, our entire board of directors is aware of the importance of the financial and accounting due diligence that must be undertaken in furtherance of our business and they intend to conduct a comprehensive accounting financial analysis of the Company'’s business.

Item 11. Executive Compensation

The following table sets forth information concerning the annual and long term compensation of our Chief Executive Officer, and the executive officers who served at the end of the fiscal year December 31, ~~2015~~2016, for services rendered in all capacities to us. The listed individuals shall hereinafter be referred to as the "“Named Executive Officers."” Currently, we have no employment agreements with any of our Directors or Officers. All of our directors are unpaid. Compensation for the future will be determined when and if additional funding is obtained.

SUMMARY COMPENSATION TABLE

(a)	(b)	(c)		(d)		(e)		(f)		(g)		(h)		(i)
Name and principal		Salary		Bonus		Stock		Option		Non-equity incentive plan		Nonqualified deferred compensation earnings		All other compensation
		Salary		Bonus		Stock		Option		Non-equity incentive plan		Nonqualified deferred compensation earnings		All other compensation
position	Year	($)		($)		Awards		Awards		compensation		($)		($)		Total
Name and principal position	Year	($)		($)		Awards		Awards		compensation		($)		($)		Total
David R. Cupp (1), President	2013		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
David R. Cupp (1), President	2014		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
David R. Cupp (1), President	2015		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
David M AlexanderPresident	2014	$	9,000		-0-		-0-		-0-		-0-		-0-		-0-	$	9,000
David M Alexander President	2014	$	9,000		-0-		-0-		-0-		-0-		-0-		-0-	$	9,000
David M AlexanderPresident	2015	$	14,000		-0-		-0-		-0-		-0-		-0-		-0-	$	14,000
David M Alexander President	2015	$	14,000		-0-		-0-		-0-		-0-		-0-		-0-	$	14,000
David M Alexander President	2016	$	120,000		-0-		-0-		-0-		-0-		-0-		-0-	$	120,000

~~_____________________~~__________

(1) There is no employment contract with Mr. Cupp at this time. Nor are there any agreements for compensation in the future. A salary and stock option and/or warrants program may be developed in the future

(1)	There is no employment contract with Mr. Cupp at this time. Nor are there any agreements for compensation in the future. A salary and stock option and/or warrants program may be developed in the future
(2)	The restricted stock was valued at the last trade price on the day of issuance in accordance with ASC 718.
(3)	There is no employment contract with Mr. Alexander at this time. Nor are there any agreements for compensation in the future. A salary and stock option and/or warrants program may be developed in the future

~~(2)~~17 ~~The~~Table ~~restricted stock was valued at the last trade price on the day~~ of ~~issuance in accordance with ASC 718.~~Contents

~~(3)~~Compensation ~~There~~Committee isInterlocks ~~no employment contract with Mr. Alexander at this time. Nor are there any agreements for compensation in the future. A salary~~ and ~~stock~~Insider ~~option and/or warrants program may be developed in the future~~ Participation

16Our current Board of Directors consist of David M. Alexander and Mr. Edwin G. Morrow (Mr. David R. Cupp resigned March 15, 2016).

~~Compensation~~Director ~~Committee Interlocks and Insider Participation~~Compensation

~~Our~~There ~~current~~are ~~Board~~currently ofno ~~Directors~~compensation ~~consist~~arrangements ofin ~~David~~place M.for ~~Alexander~~members ~~(Mr.~~of ~~David R. Cupp resigned March 15, 2016). We will be appointing two directors as required under~~ the ~~Share~~board ~~Purchase~~of ~~Agreement with NAFS – CA~~directors.

Director Compensation

There are currently no compensation arrangements in place for members of the board of directors.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information concerning the beneficial ownership of shares of our common stock with respect to stockholders who were known by us to be beneficial owners of more than 5% of our common stock as of December 31, ~~2015~~2016, and our officers and directors, individually and as a group. Unless otherwise indicated, the beneficial owner has sole voting and investment power with respect to such shares of common stock.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission ("“SEC"”) and generally includes voting or investment power with respect to securities. In accordance with the SEC rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees, if applicable. Subject to community property laws, where applicable, the persons or entities named below have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.

Title of Class	Name and Address of Beneficial Owner	Amount ~~and~~andNature ~~Nature~~ofBeneficialOwner ~~of Beneficial Owner~~ (1)			Percent ofofClass ~~Class~~(2)
Common Stock	Canadian Sandtech Inc. Ray Newton and Dwight ~~NewtonBay~~Newton Bay 9B, 318 – 105 Street ~~EastSaskatoon~~East Saskatoon, SK S7N 1Z3		37,800,000	(3)		82.8	%
Common Stock	David R. ~~Cupp7830~~Cupp 7830 Inishmore Dr. Indianapolis, IN 46241		400			0.000	%
Series A Preferred Stock	David R. Cupp 7830 Inishmore Dr. Indianapolis, IN 46241		1	(4)		100.000	%
Common Stock	All Executive Officers and Directors as a Group (1)		400			0.000	%

~~________________~~___________

(1) The percentages are based on of 46,915,446 shares of common stock issued and outstanding as of the date of this report

(1)	The percentages are based on of xx shares of common stock issued and outstanding as of the date of this report
(2)	A total of xx shares of our common stock are considered to be outstanding pursuant to SEC Rule 13d-3(d) (1).
(3)	These shares are being held in escrow by the Company’s attorneys.
(4)	David R. Cupp one share of our Class A Convertible Preferred Stock (the “Preferred A Stock”) The certificate of designations for the Preferred A Stock provides that as a class it possesses a number of votes equal to seventy-five percent (75%) of all votes of capital stock of the Company that could be asserted in any matter put to a vote of the shareholders of the Company.

~~(2)~~18 ATable ~~total~~ of ~~45,665,448 shares of our common stock are considered to be outstanding pursuant to SEC Rule 13d-3(d) (1).~~Contents

(3) These shares are being held in escrow by the Company's attorneys.

Transactions with Related Persons, Promoters and Certain Control Persons

OnMr. ~~July~~Alexander 3,has ~~2012,~~charged ~~the~~management ~~Company~~fees ~~issued to David R. Cupp one share~~ of ~~our Class A Convertible Preferred Stock (the "Preferred A Stock") and forty thousand (40~~$120,000), ~~post reverse split, of our Common Stock. Mr. Cupp was issued the common stock and the Preferred A Stock~~ in ~~connection~~2016 ~~with~~ and as$14,000 consideration for his agreement to continue as an officer and director for the Company. The certificate of designations for the Preferred A Stock provides that as a class it possesses a number of votes equal to seventy-five percent (75%) of all votes of capital stock of the Company that could be asserted in ~~any matter put to a vote of the shareholders of the Company~~2015.

~~Mr.~~Our ~~Alexander~~offices ~~has~~are ~~charged~~currently ~~management~~located ~~fees~~Unit of1 ~~$14~~– 550 Browning Place,~~000~~ inNorth ~~2015~~Vancouver, ~~and~~British $9Columbia,~~000~~ inCanada, ~~2014~~V7H 3A9. During the year the Company paid Mr. Alexander $10,500 for rent.

Our offices are currently located Bay 9B – 318 – 105th Street East, Saskatoon, Saskatchewan S7N 1Z3.

Future Transactions

Future transactions with our officers, directors or greater than five percent stockholders will be on terms no less favorable to us than could be obtained from independent third parties, and all such transactions will be reviewed and subject to approval by our board of directors.

Director Independence

WeMr. doMorrow ~~not~~is ~~presently~~an ~~have any~~ independent ~~directors~~director. We consider independent directors to be individuals who are not employed by the Company in any capacity and who do not have any equity ownership interest in the Company. Our Board of Directors is comprised of our President, David Alexander ~~who~~and ~~also~~Mr. ~~serves~~Ed ~~as our Secretary/Treasurer~~Morrow. Until March 21, 2016, Mr. Cupp also served on the Board of Directors. Mr. Cupp is currently majority shareholder of the company'’s common equity. We intend to seek additional independent directors for our board of directors when the market conditions improve and we are able to provide compensation for our board of director members.

Item 14. Principal Accounting Fees and Services

	2015		2014
	2016		2015
Audit fees		1050,~~700~~280		910,~~500~~700
Audit related fees		---		---
Tax fees		---		---
All other fees		---		---

The Company does not currently have an audit committee. The normal functions of the audit committee are handled by the board of directors, which consists of our sole director only.

1819 Table of Contents

PART ~~IVItem 15. Exhibits, Financial Statement Schedule~~ IV

Exhibit Number and Description				Location Reference
(a)	Financial Statements			Filed herewith
(b)	Exhibits required by Item 601, Regulation S-K;
	(3.0)	Articles of Incorporation
		(3.1)	Amended Articles of Incorporation filed with Form 10-Q on July 31, 2012.	See Exhibit Key
		(3.2)	Bylaws filed with S-1 Registration Statement on July 21, 2011.	See Exhibit Key
	(10.0)	Material Contracts
		(10.1)	Consulting Agreement dated May 24, 2011 Filed with S-1 Registration Statement on July 21, 2011.	See Exhibit Key
		(10.2)	Consulting Agreement dated May 8, 2012	See Exhibit Key
		(10.3)	Consulting Agreement dated May 8, 2012	See Exhibit Key
		(10.4)	Share Purchase Agreement dated April 25, 2014	See Exhibit Key
		(10.5)	Amendment to Share Purchase Agreement dated June 11, 2014	See Exhibit Key
		(10.6)	Termination of Share Purchase Agreement dated August 27, 2014	See Exhibit Key
		(10.7)	Share Purchase Agreement dated July 10, 2015	See Exhibit Key
		(10.8)	Amendment to Share Purchase Agreement dated October 5, 2015	See Exhibit Key
		(10.9)	Amendment to Share Purchase Agreement dated November 25, 2015	See Exhibit Key
	(11.0)	Statement re: computation of per share Earnings		Note 2 to Financial Stmts.
	(14.0)	Code of Ethics		See Exhibit Key
	(31.1)	Certificate of Chief Executive Officer Certificate of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		Filed herewith
	(31.2)	Certificate of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		Filed herewith
	(32.1)	Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		Filed herewith
	(32.2)	Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		Filed herewith
(101.INS)		XBRL Instance Document		Filed herewith
(101.SCH)		XBRL Taxonomy Ext. Schema Document		Filed herewith
(101.CAL)		XBRL Taxonomy Ext. Calculation Linkbase Document		Filed herewith
(101.DEF)		XBRL Taxonomy Ext. Definition Linkbase Document		Filed herewith
(101.LAB)		XBRL Taxonomy Ext. Label Linkbase Document		Filed herewith
(101.PRE)		XBRL Taxonomy Ext. Presentation Linkbase Document		Filed herewith

Item 15. Exhibits, Financial Statement Schedule

Exhibit Number and Description		Location Reference

(a)	Financial Statements	Filed herewith

(b)	Exhibits required by Item 601, Regulation S-K;

3.1	Incorporated by reference herein to the Company's Form 10-Q filed with the Securities and Exchange Commission on July 31, 2012.
	(3.0)	Articles of Incorporation
3.2	Incorporated by reference herein to the Company's Form S-1 Registration Statement filed with the Securities and Exchange Commission on July 21, 2011.
	(3.1)	Amended Articles of Incorporation filed with Form 10-Q on July 31, 2012.	See Exhibit Key
10.1	Incorporated by reference herein to the Company's Form S-1 Registration Statement filed with the Securities and Exchange Commission on July 21, 2011.
	(3.2)	Bylaws filed with S-1 Registration Statement on July 21, 2011.	See Exhibit Key
10.2	Incorporated by reference herein to the Company's Form 10-Q filed with the Securities and Exchange Commission on May 14, 2012
	(3.3)	Amended Articles of Incorporation	See Exhibit Key
10.3	Incorporated by reference herein to the Company's Form 10-Q filed with the Securities and Exchange Commission on May 14, 2012
	(10.0)	Material Contracts
10.4	Incorporated by reference herein to the Company's Form 8-K filed with the Securities and Exchange Commission on April 24, 2014
10.5	Incorporated by reference herein to the Company's Form 8-K filed with the Securities and Exchange Commission on June 11, 2014
10.6	Incorporated by reference herein to the Company's Form 8-K filed with the Securities and Exchange Commission on August 27, 2014
10.7	Incorporated by reference herein to the Company's Form 8-K filed with the Securities and Exchange Commission on July 17, 2015
10.8	Incorporated by reference herein to the Company's Form 8-K filed with the Securities and Exchange Commission on October 5, 2015
10.9	Incorporated by reference herein to the Company's Form 10-Q filed with the Securities and Exchange Commission on November 27, 2015
14.0	Incorporated by reference herein to the Company's Form S-1 Registration Statement filed with the Securities and Exchange Commission on July 21, 2011.

(10.1)	Consulting Agreement dated May 24, 2011 Filed with S-1 Registration Statement on July 21, 2011.	See Exhibit Key

(10.2)	Consulting Agreement dated May 8, 2012	See Exhibit Key

(10.3)	Consulting Agreement dated May 8, 2012	See Exhibit Key

(10.4)	Share Purchase Agreement dated April 25, 2014	See Exhibit Key

(10.5)	Amendment to Share Purchase Agreement dated June 11, 2014	See Exhibit Key

(10.6)	Termination of Share Purchase Agreement dated August 27, 2014	See Exhibit Key

(10.7)	Share Purchase Agreement dated July 10, 2015	See Exhibit Key

(10.8)	Amendment to Share Purchase Agreement dated October 5, 2015	See Exhibit Key

(10.9)	Amendment to Share Purchase Agreement dated November 25, 2015	See Exhibit Key

(10.10)	Close on Share Purchase Agreement dated July 27 2016.,	See Exhibit Key

(11.0)	Statement re: computation of per share Earnings	Note 2 to Financial Stmts.

(14.0)	Code of Ethics	See Exhibit Key

(31.1)	Certificate of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith

(32.1)	Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith

SIGNATURES

(101.INS)	XBRL Instance Document	Filed herewith

(101.SCH)	XBRL Taxonomy Ext. Schema Document	Filed herewith

(101.CAL)	XBRL Taxonomy Ext. Calculation Linkbase Document	Filed herewith

(101.DEF)	XBRL Taxonomy Ext. Definition Linkbase Document	Filed herewith

(101.LAB)	XBRL Taxonomy Ext. Label Linkbase Document	Filed herewith

(101.PRE)	XBRL Taxonomy Ext. Presentation Linkbase Document	Filed herewith

~~Pursuant~~20 toTable ~~the requirements~~ of ~~Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~Contents

~~NORTH~~Exhibit ~~AMERICA FRAC SAND, INC.~~Key

NAME TITLE DATE
3.1 Incorporated by reference herein to the Company’s Form 10-Q filed with the Securities and Exchange Commission on July 31, 2012.
/s/ David Alexander Principal Executive Officer, Principal Accounting Officer, April 14, 2016
3.2 Incorporated by reference herein to the Company’s Form S-1 Registration Statement filed with the Securities and Exchange Commission on July 21, 2011.
David Alexander Chief Financial Officer, Secretary and Chairman of the Board of Directors
3.3 Incorporated by reference herein to Company’s Form 8-K filed with the Securities and Exchange Commission on August 1, 2016
10.1 Incorporated by reference herein to the Company’s Form S-1 Registration Statement filed with the Securities and Exchange Commission on July 21, 2011.
10.2 Incorporated by reference herein to the Company’s Form 10-Q filed with the Securities and Exchange Commission on May 14, 2012
10.3 Incorporated by reference herein to the Company’s Form 10-Q filed with the Securities and Exchange Commission on May 14, 2012
10.4 Incorporated by reference herein to the Company’s Form 8K filed with the Securities and Exchange Commission on April 24, 2014
10.5 Incorporated by reference herein to the Company’s Form 8K filed with the Securities and Exchange Commission on June 11, 2014
10.6 Incorporated by reference herein to the Company’s Form 8K filed with the Securities and Exchange Commission on August 27, 2014
10.7 Incorporated by reference herein to the Company’s Form 8K filed with the Securities and Exchange Commission on July 17, 2015
10.8 Incorporated by reference herein to the Company’s Form 8K filed with the Securities and Exchange Commission on October 5, 2015
10.9 Incorporated by reference herein to the Company’s Form 10-Q filed with the Securities and Exchange Commission on November 27, 2015
10.10 Incorporated by reference herein to the Company’s Form 8-Q filed with the Securities and Exchange Commission on August 29, 2016
14.0 Incorporated by reference herein to the Company’s Form S-1 Registration Statement filed with the Securities and Exchange Commission on July 21, 2011.

~~Supplemental~~21 ~~Information~~Table ~~to be Furnished With Reports Filed Pursuant to Section 15(d)~~ of ~~the Act by Registrants~~Contents

~~Which Have Not Registered Securities Pursuant to Section 12 of the Act~~SIGNATURES

~~NONE~~Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

21NORTH AMERICA FRAC SAND, INC.

NORTH AMERICA FRAC SAND, INC.(fka Xterra Building Systems, Inc.)INDEX TO FINANCIAL STATEMENTS
NAME	TITLE	DATE
	Page
/s/ David Alexander	Principal Executive Officer, Principal Accounting Officer, Chief Financial Officer,	April 26, 2017
Report of Independent Registered Public Accounting Firms	F-2
David Alexander	Secretary and Chairman of the Board of Directors
Balance Sheets at December 31, 2015 and December 31, 2014	F-3
Statements of Operations for the years ended December 31, 2015 and 2014	F-4
Statements of Changes in Shareholders' Equity for the period December 31, 2013 through December 31, 2015	F-5
Statements of Cash Flows for the years ended December 31, 2015 and 2014	F-6
Notes to Audited Financial Statements	F-7

~~F-1~~Supplemental Information to be furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants

~~REPORT~~Which OFHave ~~INDEPENDENT~~Not ~~REGISTERED~~Registered ~~PUBLIC~~Securities ~~ACCOUNTING~~Pursuant ~~FIRM~~to Section 12 of the Act

~~To the Board of Directors and Stockholders of North America Frac Sand, Inc.:~~None

We22 ~~have~~Table ~~audited the accompanying balance sheets~~ of North America Frac Sand, Inc. ("the Company") as of December 31, 2015 and 2014 and the related statements of operations, stockholders' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. Contents

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinions.

NORTH AMERICA FRAC SAND, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page

Report of Independent Registered Public Accounting Firms	F-2

Consolidated Balance Sheets at December 31, 2016 and December 31, 2015	F-3

Consolidated Statements of Operations for the years ended December 31, 2016 and 2015	F-4

Consolidated Statements of Changes in Shareholders’ Equity for years ended December 31, 2016 and 2015	F-5

Consolidated Statements of Cash Flows for the years ended December 31, 2016 and 2015	F-7

Notes to Consolidated Audited Financial Statements	F-8

InF-1 ~~our~~Table ~~opinion, the financial statement referred to above present fairly, in all material respects, the financial position~~ of North America Frac Sand, Inc., as of December 31, 2015 and 2014, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted accounting principles in the United States of America.Contents

~~The~~REPORT ~~company~~OF isINDEPENDENT ~~not~~REGISTERED ~~required~~PUBLIC toACCOUNTING have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the Company's internal control over financial reporting. Accordingly, we express no such opinion.FIRM

~~The~~To ~~accompanying financial statements have been prepared assuming that~~ the ~~Company~~Board ~~will~~of ~~continue~~Directors asand aStockholders ~~going~~of ~~concern.~~North AsAmerica ~~discussed~~Frac ~~in Note 2 to the financial statements~~Sand, ~~the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern~~Inc. ~~The financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~:

/We have audited the accompanying consolidated balance sheets of North America Frac Sand, Inc. (“the Company”) as of December 31, 2016 and 2015 and the related statement of operations, stockholders’ equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Company's/ Bmanagement. Our Fresponsibility ~~Borgers~~is ~~CPA~~to PCexpress an opinion on these financial statements based on our audit.

BWe Fconducted ~~Borgers~~our ~~CPA~~audit ~~PCLakewood~~in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, COon ~~April~~a 14test basis, ~~2016~~evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

~~F-2~~In our opinion, the financial statement referred to above present fairly, in all material respects, the financial position of North America Frac Sand, Inc., as of December 31, 2016 and 2015, and the results of its operations and its cash flows for the year then ended, in conformity with generally accepted accounting principles in the United States of America.

~~North~~The ~~America~~company ~~Frac~~is ~~Sand~~not required to have, ~~Inc~~nor were we engaged to perform, an audit of its internal control over financial reporting.~~(fka~~ Our ~~Xterra~~audit ~~Building~~included ~~Systems~~consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, ~~Inc~~but not for the purpose of expressing an opinion on the Company's internal control over financial reporting.~~)Balance~~ Accordingly, ~~Sheets~~we express no such opinion.

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

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~See~~/s/ ~~notes~~BF toBorgers ~~audited~~CPA ~~financial statements~~PC

~~F-3~~BF Borgers CPA PCLakewood, CO April 26, 2017

~~North~~F-2 ~~America~~Table ~~Frac~~of ~~Sand, Inc.~~Contents

(fka Xterra Building Systems, Inc.)

North America Frac Sand, Inc.
Consolidated Balance Sheets

	December 31, 2016			December 31, 2015

ASSETS
Current Assets
Cash and cash equivalents	$	-		$	-
Total Current Assets		-			-

TOTAL ASSETS	$	-		$	-

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable	$	303,853		$	1,302
Accounts payable, related party		1,227			23,000
Note payable, related party		-			67,582
Note payable		268,851			-
Total Current Liabilities		573,931			91,884

TOTAL LIABILITIES		573,931			91,884

COMMITMENTS AND CONTINGENCIES

Preferred stock, Series A: 10 authorized; $0.00001 par value
1 and 1 shares issued and outstanding on December 31, 2016 and December 31, 2015, respective		13,741,679			13,741,679
Preferred stock, Series B: 99,999,999 authorized; $0.00001 par value
116 and 76,105 shares issued and outstanding on December 31, 2016 and 2015, respectively		519			1
Common stock: 10,000,000,000 authorized; $0.00001 par value
55,915,448 and 45,665,448 shares issued and outstanding on December 31, 2016 and December 31, 2015, respectively		559			457
Additional paid in capital		21,862,364			20,674,081
Accumulated deficit		(36,179,052	)		(34,508,102	)
Total stockholders' deficit		(573,931	)		(91,884	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	-		$	-

~~Statements~~See ofnotes ~~Operations~~to audited consolidated financial statements

	Year Ended			Year Ended
	December 31,			December 31,
	2015			2014
Revenues:
Net sales	$	---		$	---
Total revenues		---			---
Cost and expenses:
Professional fees		61,277			38,808
Communication costs		4,339			---
Total operating expenses		65,416			38,808
Income (loss) from Operations		(64,416	)		(38,808	)
Net loss available to common stockholders		(64,416	)		(38,808	)
Increased valuation of preferred stock, series A		--			(13,741,679	)
Net loss	$	(64,416		$	(13,780,487	)
Loss per common shares	$	(0.00	)	$	(21.14	)
Basic weighted average number of Common shares outstanding		21,388,599			651,991

F-3

Table of Contents

F-4

North America Frac Sand, Inc.
Consolidated Statements of Operations

	December 31, 2016			December 31, 2015

Cost and expenses:
Professional fees	$	225,929		$	61,277
Mineral exploration expense		57,159			-
General and administrative expenses		14,013			4,140
Communication costs		19,309			-
Total operating expenses		316,410			65,417

Other (income) expense
Interest expense		12,660			-
Exchange loss (gain)		(11,756	)		-
Impairment (income) loss		1,544,306			-
Gain on extinguishment of Series B Preferred Shares		(190,670	)		-
Total other expenses		1,354,540			-
Net comprehensive (loss)	$	(1,670,950	)	$	(65,417	)

Loss per common shares	$	(0.05	)	$	-

Basic weighted average number of Common shares outstanding		50,247,640			2,990,790

~~North~~See ~~America~~notes ~~Frac Sand, Inc. STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT From January 1, 2014~~ to ~~December~~audited ~~31,~~consolidated ~~2015~~financial statements

															Additional
	Series A Preferred Stock				Series B Preferred Stock					Common Stock					paid-in
	Shares		Par Value		Shares			Par Value		Shares			Par Value		Capital			Deficit			Total
Balance at January 1, 2014		—	$	—		76,648		$	1		350,400		$	4	$	20,646,893		$	(20,662,199	)	$	(15,301	)
Non-related parties converted 515 shares of Series B Preferred stock into 51,505,000 shares of unrestricted common stock at par, $0.00001 on August 5, 2014		---		---		(515	)		—		515,050			5		(5	)		—			---
Debt forgiveness		---		---		—			—		—			—		27,641						27,641
On September 17, 2014, the Company amended its Articles of Incorporation. The Company has been authorized to issue 10,000,000,000 shares of common stock, $0.00001 par value. As a result of this modification, the addition of a material conversion option triggered extinguishment accounting which requires the Company to fair value the new instrument and consider the incremental value of the fair value of the modified preferred stock over the carrying value at the date of the modification as a reduction of income available to common stockholders. The Preferred Series A was deemed to have a fair value of $13,741,679 based upon the converted valuation approach as the primary driver of value in the instrument, its common stock equivalency.		1		13,741,679																		13,741,679
Net loss		---		---		—			—		—			—		—		$	(13,780,487	)	$	(13,780,487	)
Balance at December 31, 2014		1	$	13,741,679		76,133		$	1		865,450		$	9	$	20,674,529		$	(34,442,686	)	$	(26,468	)
The Company facilitated 1 to 100reverse stock split declared effective on May 20, 2015 by FINRA, adjustment for fractional shares		—		—		—			—		(2	)		—		—						—
Issuance of 37,800,000 restricted shares of common stock at par $0.00001 into escrow to facilitate the North America Frac Sand (CA) Ltd. on July 10, 2015		—		—		—			—		37,800,000			378		(378	)					0
Non-related parties converted 15 shares of Series B Preferred stock into 3,750,000 shares of unrestricted common stock at par, $0.00001 on July 17, 2015		—		—		(15	)		—		3,750,000			38		(38	)		—			—
Non-related parties converted 2 shares of Series B Preferred stock into 500,000 shares of unrestricted common stock at par, $0.00001 on August 25, 2015		—		—		(2	)		—		500,000			5		(5	)		—			—
Non-related parties converted 3 shares of Series B Preferred stock into 750,000 shares of unrestricted common stock at par, $0.00001 on September 8, 2015		—		—		(3	)		—		750,000			7		(7	)		—			—
Non-related parties converted 8 shares of Series B Preferred stock into 2,000,000 shares of unrestricted common stock at par, $0.00001 on October 23 2015		—		—		(8	)		—		2,000,000			20		(20	)		—			—
Net loss		—		—		—			—		—			—		—		$	(65,416	)	$	(65,416	)
Balance at December 31, 2015		1	$	13,741,679		76,105		$	1		45,665,448		$	457	$	20,674,081		$	(34,508,102	)	$	(91,884	)

F-4

Table of Contents

see notes to unaudited condensed financial statements

North America Frac Sand, Inc.
Statements of Changes in Shareholders' Deficit

	Series A Preferred Stock				Series B Preferred Stock					Common Stock					Additional paid-in
	Shares		Par Value		Shares			Par Value		Shares			Par Value		Capital			Deficit			Total

Balance at December 31, 2014		1	$	13,741,679		76,133		$	1		865,450		$	9	$	20,674,528		$	(34,442,685	)	$	(26,468	)
The Company facilitated 1 to 100 reverse stock split declared effective on May 20, 2015 by FINRA, adjustment for fractional shares		-		-		-			-		(2	)		-		-			-			-
Issuance of 37,800,000 restricted shares of common stock at par $0.00001 into escrow to facilitate the North America Frac Sand (CA) Ltd. on July 10, 2015		-		-		-			-		37,800,000			378		(378	)		-			-
Non-related parties converted 15 shares of Series B Preferred stock into 3,750,000 shares of unrestricted common stock at par, $0.00001 on July 17, 2015		-		-		(15	)		-		3,750,000			38		(38	)		-			-
Non-related parties converted 2 shares of Series B Preferred stock into 500,000 shares of unrestricted common stock at par, $0.00001 on August 25, 2015		-		-		(2	)		-		500,000			5		(5	)		-			-
Non-related parties converted 3 shares of Series B Preferred stock into 750,000 shares of unrestricted common stock at par, $0.00001 on September 8, 2015		-		-		(3	)		-		750,000			7		(7	)		-			-
Non-related parties converted 8 shares of Series B Preferred stock into 2,000,000 shares of unrestricted common stock at par, $0.00001 on October 23 2015		-		-		(8	)		-		2,000,000			20		(20	)		-			-
Net loss		-		-		-			-		-			-		-		$	(65,417	)	$	(65,417	)
Balance at December 31, 2015		1	$	13,741,679		76,105		$	1		45,665,448		$	457	$	20,674,081		$	(34,508,102	)	$	(91,884	)

~~F-5~~See notes to audited consolidated financial statements

~~North~~F-5 ~~America~~Table ~~Frac~~of ~~Sand, Inc.~~Contents

(fka Xterra Building Systems, Inc.)

North America Frac Sand, Inc.
Statements of Changes in Shareholders' Deficit

	Series A Preferred Stock				Series B Preferred Stock					Common Stock				Additional paid-in
	Shares		Par Value		Shares			Par Value		Shares		Par Value		Capital			Deficit			Total

Balance at December 31, 2015		1	$	13,741,679		76,105		$	1		45,665,448	$	457	$	20,674,081		$	(34,508,102	)	$	(91,885	)
Non-related parties converted 2 shares of Series B Preferred stock into 500,000 shares of unrestricted common stock at par, $0.00001 on March 28, 2016		-		-		(2	)		-		500,000		5		(5	)		-			-
Non-related parties converted 5 shares of Series B Preferred stock into 1,250,000 shares of unrestricted common stock at par, $0.00001 on April 1 2016		-		-		(5	)		-		1,250,000		13		(13	)		-			-
Non-related parties converted 10 shares of Series B Preferred stock into 2,500,000 shares of unrestricted common stock at par, $0.00001 on June 20, 2016		-		-		(10	)		-		2,500,000		25		(25	)		-			-
Effect of return of 75,948 shares of Series B Preferred stock to treasury for cancellation		-		-		(75,948	)		518		-		-		(191,188	)		-			(190,670	)
Non-related parties converted 14 shares of Series B Preferred stock into 3,500,000 shares of unrestricted common stock at par, $0.00001 on July 28, 2016		-		-		(14	)		-		3,500,000		35		(37	)		-			(2	)
Release from escrow of the 37,800,000 shares of common stock issued in exchange for the issued and outstanding shares of North America Frac Sand (CA) Ltd. on August 29, 2016		-		-		-			-		-		-		1,379,576			-			1,379,576
Non-related parties converted 10 shares of Series B Preferred stock into 2,500,000 shares of unrestricted common stock at par, $0.00001 on October 28, 2016		-		-		(10	)		-		2,500,000		25		(25	)		-			-
Net loss		-		-		-			-		-		-		-		$	(1,670,950	)	$	(1,670,950	)
Balance at December 31, 2016		1	$	13,741,679		116		$	519		55,915,448	$	559	$	21,862,364		$	(36,179,052	)	$	(573,931	)

~~Statements~~See ofnotes ~~Cash~~to ~~Flow~~ audited consolidated financial statements

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

F-6

Table of Contents

see notes to unaudited condensed financial statements

North America Frac Sand, Inc.
Consolidated Statements of Cash Flow

	December 31, 2016			December 31, 2015

Cash flows from operating activities:
Net loss	$	(1,670,950	)	$	(65,417	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Impairment loss on mineral property		1,544,306			-
Shares issued for mineral property		1,360,800			-
Changes in operating assets and liabilities
Accounts payable		257,138			1,425
Net cash (used in) provided by operating activities		1,491,294			(63,992	)

Cash flows from investment activities
Acquisition of mineral properties		(1,360,800	)		-
Advances to mineral property		(68,378	)		-
Net Cash (used in) investing activities		(1,429,178	)		-

Cash flows from financing activities:
Notes payable assumed in mineral property acquisition		(91,488	)		-
Change in prefer shares		(171,897	)		-
Proceeds from notes payable		201,269			-
Advances under related party note payable		-			63,992
Net cash provided by financing activities		(62,116	)		63,992

Net change in cash and cash equivalents		-			-

Cash and cash equivalents
Beginning of year		-			-
End of year	$	-		$	-

Supplemental cash flow information and non cash financing activities:

Income taxes	$	-		$	-
Interest	$	12,660		$	-

~~F-6~~See notes to audited consolidated financial statements

~~NORTH~~ F-7 Table ~~AMERICA~~of ~~FRAC SAND, INC.~~Contents

~~(fka~~NORTH ~~Xterra~~AMERICA ~~Building~~FRAC ~~Systems~~SAND, ~~Inc~~INC.)

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. NATURE OF BUSINESS

ORGANIZATION

The Company is Florida ~~corporation~~Corporation which was incorporated on April 26, 2007. The Company was formed as New Found Shrimp, Inc. to provide consultation to the aquatic farming industry. It was the Company'’s plan to provide consolidation opportunities for on-going and start up aquatic farming operations. The Company'’s approach was to be to assist aquatic farming operations with the organizational structure, customer service and marketing aspects of their business, allowing our customers to focus on the business aspects of operating the farms. On April 25, 2014, the Company changed its name to Xterra Building Systems, Inc. On July 10, 2015, the Company entered into a Share Purchase Agreement with Canadian Sandtech Inc. to acquire its wholly owned subsidiary, North America Frac Sand (CA) Ltd. (~~"NASD~~“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~~August 29, 2016, all subjects were removed by the Company to close on the acquisition of ~~NASD~~NAFS-CA~~, except for the issuance of audited financial statements~~. ~~NASD~~NAFS-CA has approximately 30,000 acres of mineral leases located approximately 30 kilometers east of Saskatoon Saskatchewan.

The Company is now headquartered in ~~Saskatoon~~North Vancouver, ~~Saskatchewan~~British Columbia.

NOTE 2. GOING CONCERN

The Company has a history of losses, including $651,~~416~~690,950 and $1365,~~780,487~~417 the years ending December 31, ~~2015~~2016 and ~~2014~~2015, respectively. Losses result in an accumulated deficit of $3436,~~508~~179,~~101~~052. The Company has negative working capital of $91573,~~884~~931 and $2691,~~468~~844 as at December 31, ~~2015~~2016 and ~~2014~~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

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.

F-78 Table of Contents

NORTH AMERICA FRAC SAND, INC.

~~(fka~~NOTES ~~Xterra~~TO ~~Building~~AUDITED ~~Systems,~~CONSOLIDATED ~~Inc.)~~FINANCIAL STATEMENTS

~~NOTES~~CASH TOAND ~~AUDITED~~CASH ~~FINANCIAL STATEMENTS~~EQUIVALENTS

~~CASH~~The ~~AND~~Company ~~CASH~~considers ~~EQUIVALENTS~~all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. Cash and cash equivalents totaled $Nil at December 31, 2016 and 2015, respectively.

~~The~~CASH ~~Company~~FLOWS considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. Cash and cash equivalents totaled $Nil at December 31, 2015 and 2014, respectively.REPORTING

~~CASH~~The ~~FLOWS~~Company ~~REPORTING~~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.

~~The~~INTANGIBLE 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.ASSETS

~~INTANGIBLE~~The ~~ASSETS~~Company has applied the provisions of ASC topic 350 – Intangible – goodwill and other, in accounting for its intangible assets. Intangible assets are being amortized by straight-line method on the basis of a useful life of 3 years, to begin upon the operational commencement. Intangible assets consist of website development cost. The balance at December 31, 2016 and 2015 was $-0- and $-0-, respectively.

~~The~~IMPAIRMENT ~~Company~~OF ~~has applied the provisions of ASC topic 350 – Intangible – goodwill and other, in accounting for its intangible assets. Intangible assets are being amortized by straight~~LONG-~~line~~ ~~method~~LIVED on the basis of a useful life of 3 years, to begin upon the operational commencement. Intangible assets consist of website development cost. The balance at December 31, 2015 and 2014 was $-0- and $-0-, respectively.ASSETS

~~IMPAIRMENT~~The OFCompany ~~LONG~~reviews and evaluates long-lived ~~LIVED~~assets ~~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.

~~The~~FINANCIAL 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. INSTRUMENTS

~~FINANCIAL~~The ~~INSTRUMENTS~~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.

~~The~~F-9 ~~Company's~~Table ~~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.~~ Contents

~~ASC~~NORTH ~~820,~~AMERICA ~~Fair~~FRAC ~~Value Measurements and Disclosures~~SAND, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement dateINC. ~~ASC 820 also establishes a fair value hierarchy that distinguishes between (1)~~ market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

·NOTES ~~Level~~TO 1AUDITED -CONSOLIDATED ~~Unadjusted~~FINANCIAL 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.STATEMENTS

~~F-8~~ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

~~NORTH~~ · Level ~~AMERICA~~1 ~~FRAC~~- ~~SAND~~Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, ~~INC~~unrestricted assets or liabilities · Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. · Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 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.

~~(fka~~REVENUE ~~Xterra Building Systems, Inc.)~~RECOGNITION

~~NOTES~~The TOCompany ~~AUDITED~~follows ~~FINANCIAL~~ASC ~~STATEMENTS~~ 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.

~~Fair~~RESEARCH ~~value~~AND estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. DEVELOPMENT

~~REVENUE~~The ~~RECOGNITION~~Company expenses research and development costs when incurred. Research and development costs include engineering and testing of product and outputs. Indirect costs related to research and developments are allocated based on percentage usage to the research and development. We spent $-0- in research and development costs for the years December 31, 2016 and 2015.

~~The~~DEFERRED ~~Company~~INCOME ~~follows~~TAXES ~~ASC~~AND ~~605,~~VALUATION 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.ALLOWANCE

~~RESEARCH~~The ~~AND~~Company ~~DEVELOPMENT~~accounts for income taxes under ASC 740 Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of December 31, 2016, or December 31, 2015.

~~The~~NET ~~Company~~INCOME ~~expenses~~(LOSS) ~~research~~PER ~~and~~COMMON development costs when incurred. Research and development costs include engineering and testing of product and outputs. Indirect costs related to research and developments are allocated based on percentage usage to the research and development. We spent $-0- in research and development costs for the years December 31, 2015 and 2014.SHARE

~~DEFERRED~~Net ~~INCOME~~income ~~TAXES~~(loss) ~~AND~~per ~~VALUATION~~share ~~ALLOWANCE~~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.

~~The~~Basic ~~Company~~net ~~accounts for~~ income ~~taxes~~(loss) ~~under~~per ~~ASC~~common ~~740~~share ~~Income~~is ~~Taxes.~~based ~~Under~~on the ~~asset~~weighted ~~and~~average ~~liability~~number ~~method~~ of ~~ASC~~shares ~~740,~~of ~~deferred~~common ~~tax~~stock ~~assets~~outstanding ~~and~~at ~~liabilities~~December ~~are~~31, ~~recognized~~2016 ~~for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets~~ and ~~liabilities~~at ~~and~~December ~~their~~31, ~~respective tax bases~~2015. ~~Deferred~~The ~~tax~~Series ~~assets~~B ~~and~~Preferred ~~liabilities~~stock ~~are~~can ~~measured~~be ~~using~~converted ~~enacted tax rates expected~~ to ~~apply~~common toshares ~~taxable~~at ~~income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of~~ a ~~change~~rate indetermined ~~tax~~by ~~rates is recognized in income in~~ the ~~period~~Board the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of ~~December 31, 2015 or December 31, 2014~~Directors.

~~NET~~F-10 ~~INCOME~~Table ~~(LOSS)~~of ~~PER COMMON SHARE~~Contents

~~Net~~NORTH ~~income~~AMERICA ~~(loss)~~FRAC ~~per share is calculated in accordance with ASC 260~~SAND, ~~"Earnings Per Share~~INC." 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~~NOTES ~~net~~TO ~~income~~AUDITED ~~(loss)~~CONSOLIDATED ~~per~~FINANCIAL common share is based on the weighted average number of shares of common stock outstanding at December 31, 2015 and at December 31, 2014. The Series B Preferred stock can be converted to common shares at a rate determined by the Board of Directors.STATEMENTS

SHARE-BASED EXPENSE

ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued.

Share-based expense for the ~~periods~~years ended December 31, ~~2015~~2016 and ~~2014~~2015 totaled $-0- and $-0-, respectively.

~~F-9~~RECENT ACCOUNTING PRONOUNCEMENTS

~~NORTH~~In ~~AMERICA~~June ~~FRAC~~2014, ~~SAND~~FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), ~~INC~~Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation — Stock Compensation. As a result, the target is not reflected in the estimation of the award’s grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved. The guidance is effective for annual periods beginning after 15 December 2015 and interim periods within those annual periods. Early adoption is permitted. Management has reviewed the ASU and believes that they currently account for these awards in a manner consistent with the new guidance, therefore there is no anticipation of any effect to the consolidated financial statements.

In August 2014, FASB issued Accounting Standards Update (~~fka~~ASU) ~~Xterra~~No. ~~Building~~2014-15 ~~Systems~~Preparation of Financial Statements – Going Concern (Subtopic 205-40), ~~Inc~~Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. Under generally accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity’s liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements—Liquidation Basis of Accounting. Even when an entity’s liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Update are effective for the year ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company will evaluate the going concern considerations in this ASU, however, at the current period, management does not believe that it has met conditions which would subject these financial statements for additional disclosure.

~~NOTES~~F-11 TOTable ~~AUDITED~~of ~~FINANCIAL STATEMENTS~~ Contents

~~RECENT~~NORTH ~~ACCOUNTING~~AMERICA ~~PRONOUNCEMENTS~~FRAC SAND, INC.

InNOTES ~~June~~TO ~~2014,~~AUDITED ~~the~~CONSOLIDATED ~~Financial~~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.STATEMENTS

InWe ~~June~~have ~~2014,~~reviewed the FASB issued Accounting Standards Update (“ASU”) ~~No.~~accounting ~~2014-12~~pronouncements ~~Compensation~~and —interpretations ~~Stock~~thereof ~~Compensation~~that ~~(Topic~~have ~~718),~~effectiveness ~~Accounting~~dates ~~for~~during ~~Share-Based Payments When~~ the ~~Terms~~periods ofreported anand ~~Award~~in ~~Provide~~future ~~That~~periods. aThe ~~Performance~~Company ~~Target~~has ~~Could~~carefully Beconsidered ~~Achieved after~~ the ~~Requisite~~new ~~Service~~pronouncements ~~Period.~~that Aalter ~~performance~~previous ~~target~~generally inaccepted aaccounting ~~share-based~~principles ~~payment~~and ~~that~~does ~~affects~~not ~~vesting~~believe ~~and~~ that ~~could~~any benew ~~achieved~~or ~~after~~modified ~~the~~principles ~~requisite~~will ~~service~~have ~~period should be accounted for as~~ a ~~performance~~material ~~condition~~impact ~~under~~on ~~Accounting Standards Codification (ASC) 718, Compensation — Stock Compensation. As a result,~~ the ~~target is not reflected in the estimation of the award'~~corporation’s ~~grant~~reported ~~date~~financial ~~fair~~position ~~value.~~or ~~Compensation~~operations ~~cost~~in ~~would be recognized over~~ the ~~required~~near ~~service period, if it is probable that the performance condition will be achieved~~term. The ~~guidance~~applicability isof ~~effective~~any ~~for~~standard ~~annual periods beginning after 15 December 2015 and interim periods within those annual periods. Early adoption~~ is ~~permitted.~~subject ~~Management~~to ~~has reviewed~~ the ~~ASU~~formal ~~and~~review ~~believes~~of ~~that~~our ~~they~~financial ~~currently~~management ~~account~~and ~~for~~certain ~~these~~standards ~~awards~~are inunder ~~a manner consistent with the new guidance, therefore there is no anticipation of any effect to the consolidated financial statements~~consideration.

InNOTE ~~August 2014, FASB issued Accounting Standards Update (ASU) No~~4. ~~2014-15~~INVESTMENT ~~Preparation~~IN ofEAGLE ~~Financial~~CREEK Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. Under generally accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity's liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity's liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements—Liquidation Basis of Accounting. Even when an entity's liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity's ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company will evaluate the going concern considerations in this ASU, however, at the current period, management does not believe that it has met conditions which would subject these financial statements for additional disclosure.PROPERTY

WeOn ~~have~~August ~~reviewed~~29, ~~the~~2016, ~~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~~acquired ~~carefully~~through ~~considered~~NAFS-CA ~~the~~acquired ~~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~~Eagle ~~reported~~Creek ~~financial position or operations in the near term~~Properties. ~~The~~A ~~applicability~~description of ~~any standard is subject to~~ the ~~formal~~mineral ~~review~~leases ~~of our financial management and certain standards~~ are ~~under~~as ~~consideration.~~follow:

~~NOTE~~A 4.description ~~INCOME~~of ~~TAXES~~the Company’s mineral leases is as follows:

At December 31, 2015, the Company had a net operating loss carry–forward for Federal income tax purposes of $34,508,101 that may be offset against future taxable income through 2032. No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying financial statements because the Company believes that the realization of the Company's net deferred tax assets of $12,275,734, calculated at an effective tax rate of 34%, was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a valuation allowance of $12,275,734.

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 Meridian, as to the surface rights referenced in the Certificate of Title.	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 Meridian, portion of NW (¼) of Section 35 on Township 37, Range 10, West of the 3^rd Meridian, as to the surface rights referenced in the Certificate of Title.	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.

~~Deferred~~Prior ~~tax~~to ~~assets~~acquisition, ~~consist~~the ~~primarily~~leases have been explored through extensive drilling operations. As there has not been an economic evaluation of the ~~tax~~mineral ~~effect~~leases, the investment in the mineral leases have been expensed as Impairment of ~~NOL~~mineral ~~carry-forwards~~leases of $1,539,430. ~~The~~On May 27, 2016, the Company ~~has~~entered ~~provided~~into aan ~~full~~agreement ~~valuation~~with ~~allowance~~Northwest Corporation to undertake exploration activities and to prepare an economic evaluation through the preparation NI43-101 report on the ~~deferred~~mineral ~~tax~~leases. ~~assets~~As ~~because~~of December 31, 2016, the Company had expended approximately $69,485. As these expenditures were undertaken prior to the effective date of the ~~uncertainty~~transaction, ~~regarding~~they ~~its~~have ~~realizability~~not been incorporated into the consolidated financial statements.

~~The~~NOTE ~~Company~~5. ~~has~~INCOME ~~open tax periods, subject to IRS audit for the years 2009 through 2015.~~ TAXES

FAt December 31, 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-10forwards in the accompanying financial statements because the Company believes that the realization of the Company’s net deferred tax assets of $213,035, 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 $213,035.

~~NORTH~~F-12 ~~AMERICA~~Table ~~FRAC~~of ~~SAND, INC.~~Contents

~~(fka~~NORTH ~~Xterra~~AMERICA ~~Building~~FRAC ~~Systems~~SAND, ~~Inc~~INC.)

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5. SHAREHOLDERS' EQUITY

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
Estimated Loss carried forward	$	36,179,052	$	35,552,479	$	626,573

Tax rate						34	%

Potential Tax Benefit Carried Forward					$	213,035

~~COMMON~~Deferred ~~STOCK~~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.

~~On September 17, 2014, the Company amended its Articles of Incorporation.~~ The Company has ~~been~~open ~~authorized~~tax ~~to issue 10~~periods,~~000,000,000~~ ~~shares~~subject ~~of common stock, $0.00001 par value. Each share of issued and outstanding common stock shall entitle the holder thereof~~ to ~~fully~~IRS ~~participate~~audit infor ~~all shareholder meetings, to cast one vote on each matter with respect to which shareholders have~~ the ~~right~~years to2013 ~~vote,~~through ~~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~~2016.

~~During~~NOTE ~~the month of August 2014 the Company allowed several non-related parties to convert a total of 515 shares of Series B Preferred stock into 515,050 unrestricted shares of common stock~~6. ~~The~~SHAREHOLDERS' ~~conversion rate was done at par, $0.00001 according to the stated articles of designation.~~ EQUITY

OnCOMMON 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.STOCK

On ~~July~~September 17, ~~2015~~2014, the Company ~~allowed~~amended ~~several~~its ~~non-related~~Articles ~~parties~~of Incorporation. The Company has been authorized to ~~convert~~issue a10,000,000,000 ~~total~~shares of 15common ~~shares~~stock, $0.00001 par value. Each share of ~~Series~~issued Band ~~Preferred~~outstanding common stock ~~into~~shall 3entitle the holder thereof to fully participate in all shareholder meetings,~~750~~ to cast one vote on each matter with respect to which shareholders have the right to vote,~~000~~ ~~unrestricted~~and ~~shares~~to ofshare ratably in all dividends and other distributions declared and paid with respect to common stock., ~~The~~as ~~conversion~~well ~~rate~~as ~~was~~in ~~done~~the atnet ~~par,~~assets $0of the corporation upon liquidation or dissolution.~~00001~~ ~~according~~On toJuly 27, 2016, the ~~stated~~Company ~~articles~~amended its Articles of ~~designation~~Incorporation reducing the authorized capital from 10,000,000,000 to 500,000,000 shares of common stock, $0.00001 par value

On ~~August~~July 2510, 2015, the Company ~~allowed~~issued ~~several~~37,800,000 ~~non-related parties to convert a total of 2~~ shares of ~~Series~~the BCompany ~~Preferred~~pursuant ~~stock~~to ~~into~~a ~~500,000~~Share ~~unrestricted~~Purchase ~~shares of common stock~~Agreement. The ~~conversion~~37,800,000 ~~rate~~shares ~~was~~were ~~done~~placed atinto ~~par,~~escrow ~~$0.00001~~pending ~~according~~the toClosing of the ~~stated~~acquisition ~~articles~~ of ~~designation~~NAFS-CA.

On ~~September~~July 1817, 2015, the Company allowed several non-related parties to convert a total of 315 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 October~~ F-13, ~~2015,~~Table ~~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~~Contents

AtNORTH ~~December~~AMERICA ~~31,~~FRAC ~~2015 and December 31~~SAND, ~~2014 there were 45,665,448 and 865,450 shares of common stock issued and outstanding, respectively~~INC.

~~PREFERRED~~NOTES ~~STOCK~~TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

On ~~September~~August 1725, ~~2014~~2015, the Company ~~amended~~allowed ~~its~~several ~~Articles~~non-related ofparties ~~Incorporation. The Company has been authorized~~ to ~~issue~~convert ~~100,000,000~~a ~~shares~~total of ~~$0.00001~~2 ~~par~~shares ~~value Preferred Stock. The Board~~ of ~~Directors~~Series isB ~~expressly vested with the authority to divide any or all of the~~ Preferred ~~Stock~~stock into ~~series~~500,000 ~~and~~unrestricted toshares ~~fix~~of ~~and~~common ~~determine~~stock. ~~the~~The ~~relative~~conversion ~~rights~~rate ~~and~~was ~~preferences~~done ofat ~~the shares of each series so established~~par, ~~within~~$0.00001 ~~certain~~according ~~guidelines~~to ~~established in~~ the ~~Articles~~stated articles of ~~Incorporation~~designation.

FOn September 18, 2015, the Company allowed several non-11related 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

~~NORTH~~On ~~AMERICA~~October ~~FRAC~~13, ~~SAND~~2015, ~~INC~~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

~~(fka~~On ~~Xterra~~March ~~Building~~28, ~~Systems~~2016, ~~Inc~~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.

~~NOTES~~On TOApril ~~AUDITED~~1, ~~FINANCIAL~~2015, ~~STATEMENTS~~ 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

~~Series~~On A:June 1020, ~~shares~~2016, ~~of preferred stock has been designated as Series A. The certificate of designations for~~ the ~~Preferred~~Company Aallowed ~~Stock~~a ~~provides~~non-related ~~that~~party itto ~~may~~convert ~~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~~total ~~vote~~ of ~~the~~10 ~~Board~~shares of ~~Directors.~~ Series AB ~~may~~Preferred bestock ~~convertible~~ into ~~the~~2,500,000 ~~number~~unrestricted of shares of common stock. ~~which~~The ~~equals~~conversion ~~four~~rate ~~times~~was ~~the~~done ~~sum of (i) the total number of shares of common stock which are issued and outstanding~~ at ~~the time of conversion~~par, ~~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~~$0.00001 ~~The~~according ~~Series A class possesses a number of votes equal~~ to the ~~number~~stated articles of ~~common stock equivalents, if converted~~designation.

~~Series~~On B:July ~~999~~28,~~999~~ 2016,~~990~~ ~~shares of preferred stock has been designated as Series B. The certificate of designation for~~ the ~~Preferred~~Company Ballowed ~~Stock provides that as~~ a ~~class~~non-related ~~shall~~party ~~be entitled~~ to ~~receive~~convert ~~dividends~~a ~~when,~~total ~~as and if declared by the Board~~ of ~~Directors,~~14 inshares 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~~stock ~~shall be convertible~~ into ~~common shares~~3, ~~at any time~~500,000 ~~and/or~~unrestricted ~~from~~shares ~~time~~of tocommon ~~time,~~stock. ~~into~~The ~~the~~conversion ~~number~~rate ofwas ~~shares~~done ofat ~~the Corporation's Common Stock~~par, ~~par value~~ $0.00001 ~~per~~according ~~share, equal~~ to the ~~price~~stated ofarticles ~~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")~~designation.

On ~~September~~October 1728, ~~2014~~2016, the Company ~~amended~~allowed ~~its~~a ~~Articles~~non-related ofparty ~~Incorporation. The amendment modified the terms of the Preferred Series A conversion exchange~~ to ~~common~~convert ~~stock. As~~ a ~~result~~total of ~~this~~10 ~~modification,~~shares ~~the addition~~ of aSeries ~~material~~B ~~conversion~~Preferred ~~option triggered extinguishment accounting which requires the Company to fair value the new instrument and consider the incremental value of the fair value of the modified preferred~~ stock ~~over~~into ~~the~~2,500,000 ~~carrying~~unrestricted ~~value~~shares ~~at the date~~ of ~~the modification as a reduction of income available to~~ common ~~stockholders~~stock. The ~~Preferred~~conversion ~~Series~~rate A was ~~deemed~~done toat ~~have~~par, ~~a fair value of~~ $~~13,741,679~~0.00001 ~~based~~according ~~upon~~to the ~~converted~~stated ~~valuation~~articles ~~approach as the primary driver~~ of ~~value in the instrument, its common stock equivalency~~designation.

InAt ~~addition~~December 31, as2016 aand ~~result~~December of31, ~~this~~2015 ~~new~~there ~~conversion~~were ~~feature~~55,915,448 ~~the~~and ~~Company~~45,665,448 ~~cannot assert it has sufficient~~ shares toof ~~settle~~common ~~both~~stock ~~Preferred~~issued ~~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~~outstanding,~~741,679.~~ respectively.

AtPREFERRED ~~December 31, 2015 and December 31, 2014 there was 1 share of Series A Convertible Preferred Stock issued and outstanding.~~ STOCK

AtOn ~~December~~September 3117, ~~2015~~2014, ~~and~~the ~~December~~Company ~~31,~~amended ~~2014~~its ~~there~~Articles ~~were~~of ~~76,106~~Incorporation. ~~and~~The 76Company has been authorized to issue 1,~~133~~000,000,000 shares of ~~Series~~$0.00001 Bpar ~~Convertible~~value Preferred Stock. ~~issued~~The Board of Directors is expressly vested with the authority to divide any or all of the Preferred Stock into series and ~~outstanding~~to fix and determine the relative rights and preferences of the shares of each series so established, ~~respectively~~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.

~~OPTIONS~~Series ~~AND~~A: ~~WARRANTS~~10 shares of preferred stock has been designated as Series A. The certificate of designations for the Preferred A Stock provides that it may only be issued in exchange for the partial or full retirement of debt held by management, employees or consultants, or as directed by a majority vote of the Board of Directors. 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.

~~There~~F-14 ~~are~~Table ~~no warrants or options outstanding to acquire any additional shares~~ of ~~common stock of the Company.~~Contents

~~NOTE~~NORTH 6.AMERICA ~~RELATED~~FRAC ~~PARTY~~SAND, ~~TRANSACTIONS~~ INC.

NOTES ~~PAYABLE~~TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

InSeries ~~support~~B: 99,999,990 shares of ~~the~~preferred ~~Company's~~stock ~~efforts~~have ~~and~~been ~~cash~~designated ~~requirements,~~as itSeries ~~has~~B. ~~relied~~This onis ~~advances~~a reduction from ~~related~~the ~~parties~~999,999,990 ~~until~~shares ~~such~~of ~~time~~preferred ~~that~~stock previously designated as Series B. The certificate of designation for the ~~Company~~Preferred ~~can~~B ~~support~~Stock ~~its~~provides ~~operations~~that oras ~~attains~~a ~~adequate~~class ~~financing~~shall ~~through~~be ~~sales~~entitled to receive dividends when, as and if declared by the Board of Directors, in its ~~equity~~sole ordiscretion. ~~traditional~~Preferred ~~debt~~Series ~~financing~~B will have liquidation rites, an amount equal to $1.00 ~~There~~per isshare, noplus ~~formal~~any ~~written~~declared ~~commitment~~but unpaid dividends for ~~continued~~each ~~support~~share byheld. ~~these~~Each ~~related~~share ~~parties~~will have 10 votes. ~~Amounts~~Each ~~represent~~share ~~advances~~of Series B Preferred Stock shall be convertible into common shares, at any time, and/or ~~amounts~~from ~~paid~~time into ~~satisfaction~~time, into the number of ~~liabilities~~shares of the ~~Company~~Corporation’s Common Stock, par value $0.00001 ~~The~~per ~~advances~~share, ~~are~~equal ~~considered~~to ~~temporary~~the inprice ~~nature~~of ~~and~~the ~~have~~Series ~~not~~B ~~been~~Preferred ~~formalized~~Stock, divided by athe ~~promissory~~par ~~note.~~value of the Common Stock, subject to adjustment as may be determined by the Board of Directors from time to time (the “Conversion Rate”).

AsThe September 17, 2014 amended to the Company’s Articles of ~~December~~Incorporation 31modified the terms of the Preferred Series A conversion exchange to common stock. Because of this modification, ~~2015~~the Company did not have sufficient common shares to settle both the Preferred Series A and Preferred Series B share conversions. Consequently, ~~David~~the ~~Alexander~~requirement ~~had~~for ~~advanced~~extinguishment accounting was triggered. Under the terms of extinguishment accounting, the Company is required to determine a fair value 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 $6713,~~582~~741,679 ~~($3~~based upon the converted valuation approach as the primary driver of value in the instrument,~~590-2014)~~ ~~with~~its nocommon ~~stated~~stock ~~interest~~equivalency. ~~rate~~The Preferred Series A were to be classified as mezzanine equity. On July 28, ~~payment~~2016, ~~terms~~the ~~and~~Company iseliminated ~~due~~the onrights ~~demand~~of the Preferred Series A to convert into common stock. Consequently, the requirement for extinguishment accounting has been removed.

OnAs ~~May~~a ~~18,~~result ~~2011~~of ~~David Cupp loaned~~ the ~~Company~~July ~~$100 with no stated interest rate~~28, ~~payment~~2016 ~~terms and is due on demand. Additionally~~amendment, ~~payments were made on behalf of~~ the Company innow ~~satisfaction~~has ofsufficient ~~liabilities,~~shares ~~totaling $27,541. The total amount due~~ to ~~Mr.~~settle ~~Cupp,~~Preferred ~~$27,641,~~Series ~~was~~A ~~forgiven in 2014~~ and ~~recognized~~Preferred asSeries aB ~~contribution~~and toaccordingly ~~capital.~~has Noreclassed ~~amount~~the ~~was~~share ~~due~~ to ~~Mr.~~permanent ~~Cupp~~equity asfrom ofmezzanine ~~December 31, 2015 or 2014~~equity.

~~F-12~~At December 31, 2016 and December 31, 2015 there was 1 share of Series A Convertible Preferred Stock issued and outstanding.

~~NORTH~~At ~~AMERICA~~December ~~FRAC~~31, ~~SAND~~2016 and December 31, ~~INC~~2015 there were 116 and 76,105 shares of Series B Convertible Preferred Stock issued and outstanding, respectively.

~~(fka~~OPTIONS ~~Xterra~~AND ~~Building Systems, Inc.)~~WARRANTS

~~NOTES~~There TOare ~~AUDITED~~no ~~FINANCIAL~~warrants ~~STATEMENTS~~ or options outstanding to acquire any additional shares of common stock of the Company.

AsNOTE ~~of the year ending December 31, 2015, Mr~~7. ~~David~~RELATED ~~Alexander~~PARTY ~~accrued~~TRANSACTIONS ~~and unpaid consulting fees of $14,000 ($9,000 – 2014).~~

~~Amounts~~NOTES ~~due to related parties at December 31, 2015 and December 31, 2014 totaled $90,582 and $12,590, respectively.~~PAYABLE

~~OTHER~~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.

~~The~~F-15 ~~officers~~Table ~~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.Contents

~~The~~NORTH ~~Company~~AMERICA ~~does~~FRAC ~~not~~SAND, ~~own or lease property or lease office space~~INC. ~~The Company has been provided office space by a member of the Board of Directors at no cost.~~

~~The~~NOTES ~~above~~TO ~~amounts~~AUDITED ~~are~~CONSOLIDATED ~~not~~FINANCIAL ~~necessarily indicative of the amounts that would have been incurred had comparable transactions been entered into with independent parties.~~ STATEMENTS

~~NOTE~~As 7.of ~~COMMITMENTS~~December ~~AND~~31, ~~CONTINGENCIES~~2016, David Alexander had advanced to the Company $nil ($67,582 -2015) with no stated interest rate, payment terms and is due on demand.

~~From~~On ~~time~~May to18, ~~time~~2011 David Cupp loaned the Company ~~may~~$100 bewith ano ~~party~~stated tointerest ~~litigation~~rate, ~~matters~~payment ~~involving~~terms ~~claims~~and ~~against~~is due on demand. Additionally, payments were made on behalf of the Company in satisfaction of liabilities, totaling $27,541. ~~Management~~The ~~believes~~total ~~that~~amount ~~there~~due ~~are~~to noMr. ~~current~~Cupp, ~~matters~~$27,641, ~~that~~was ~~would~~forgiven ~~have~~in 2015 and recognized as a ~~material~~contribution ~~effect~~to oncapital. ~~the~~No ~~Company's~~amount ~~financial~~was ~~position~~due orto ~~results~~Mr. Cupp as of ~~operations~~December 31, 2016 or 2015.

~~NOTE~~As 8of the year ending December 31, 2016, Mr. ~~SUBSEQUENT~~David ~~EVENTS~~Alexander accrued and unpaid consulting fees of $14,000 ($9,000 – 2015).

OnAmounts ~~March~~due ~~21,~~to ~~2016,~~related ~~the~~parties ~~Company~~at ~~announced~~December ~~the~~31, ~~resignation~~2016 ofand ~~Mr.~~December ~~David~~31, ~~Cupp~~2015 astotaled ~~Director~~$90,582 ofand ~~the~~$12,590, ~~Company~~respectively.

~~On March 21, 2016, the Company changed its principal address to Unit 9B, 218 105th Street East, Saskatoon, Saskatchewan, S7I 0J9.~~OTHER

OnThe ~~March~~officers ~~28,~~and ~~2016,~~directors of the Company ~~issued~~are 1involved in other business activities and may,~~250~~ in the future,~~000~~ ofbecome ~~shares~~involved ofin ~~common~~other ~~stock~~business ~~pursuant~~opportunities tothat ~~the~~become ~~conversion~~available. ofThey 5may ~~Series~~face Ba ~~Preferred~~conflict ~~Shares~~in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.

The ~~completion~~Company ofdoes ~~the~~not ~~reverse~~own ~~merger~~or ~~with~~lease ~~North~~property ~~America~~or ~~Frac~~lease ~~Sand~~office ~~(CA) Ltd~~space. ~~and~~The ~~the~~Company ~~shares~~has ~~held~~been inprovided ~~escrow~~office ~~will~~space beby ~~released~~a ~~subject~~member ~~to the completion~~ of the ~~audited~~Board ~~financial statements~~ of ~~North~~Directors ~~America~~at ~~Frac~~no ~~Sand (CA) Ltd and completion of the requisite filing~~cost.

~~Management~~The ~~has~~above ~~evaluated~~amounts ~~subsequent~~are ~~events~~not ~~through~~necessarily ~~the~~indicative ~~date~~of the ~~financial~~amounts ~~statements~~that ~~were~~would ~~issued.~~have ~~Based~~been onincurred ~~our~~had ~~evaluation~~comparable notransactions ~~events~~been ~~have~~entered ~~occurred~~into ~~requiring~~with ~~adjustment~~independent ~~or disclosure~~parties.

~~F-13~~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.

NOTE 9. SUBSEQUENT EVENTS

On March 30, 2017, the Company received a letter from the lawyers representing Canadian Sandtech Inc. disputing the legality of the acquisition of North America Frac Sand (CA) Ltd. from them by the Company. The Company has retained lawyers and is disputing this allegation with the full extent of the law. It is our lawyers and the Company’s opinion that this letter is without merit.

F-16

Filing Compare · North America Frac Sand, Inc.