UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

Amendment No. 1



(Mark One)



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



For the fiscal year ended December 31, 2015



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



For the transition period from ____________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 Employer Identification No.)







|                                                                     
|---------------------------------------------------------------------
|Unit #1, 550 Browning Place, North Vancouver,British Columbia, Canada
|(Address of principal executive offices)                             

**

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



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(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                     | o | Accelerated filer         | o
|------------------------------------------- | - | ------------------------- | -
|Non-accelerated filer                       | o | Smaller 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 August 26, 2016, the market value of the 12,115,448 shares held by non-affiliates was $484,617.



(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:



November 10, 2016: 49,915,446 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.



















Special Note Regarding Forward Looking Statements.



This annual report on Form 10-K-Amendment #1 of North America Frac Sand, Inc. for the year ended December 31, 2015 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.







EXPLANATORY NOTE



The sole purpose of this amendment to the Company’s annual report on Form 10-K/A for the period ended December 31, 2015 is to amend the disclosure under Part II, Item 9A Controls and Procedures. Other than the amendment to Item 9A, the balance of the Form 10-K shall remain as originally filed by the Company with the United States Securities and Exchange Commission.

****





3





PART II.



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



Market Information



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:





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

























Holders



As of April 14, 2016 there were 414 shareholders of record of our common stock.



Dividends



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.



Recent Sales of Unregistered Securities



NONE



Item 6. Selected Financial Data



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



| 
|-
|4
|
| 
| 



Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations



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 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.



Our Business Overview



North 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 and have agreed to close formally upon completion of the audit of NAFS-CA.



The Company 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.



On April 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.



On July 10, 2015, the Company entered into a Share Purchase Agreement to acquire the issued and outstanding shares of North America Frac Sand (CA) Ltd. (“NAFS-CA”). where the Company would issue 37,800,000 shares of common stock in the Company in exchange for the issued and outstanding shares of NAFS-CA. In accordance with the agreement, the Company changed its name from Xterra Building Systems, Inc. to North America Frac Sand, Inc. The final release of the shares held in escrow is subject to the completion the audit of NAFS-CA and the requisite filings.



Critical Accounting Policies



We prepare 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.



Use of 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.



| 
|-
|5
|
| 
| 



Results of Operations for the year ended December 31, 2015 and December 31, 2014





|**Expenses**                                                                    |  | **31-Dec-15** |        |  | **31-Dec-14** |   |            | **Difference** |  |   | **Explanation** |  
|------------------------------------------------------------------------------- |  | ------------- | ------ |  | ------------- | - | ---------- | -------------- |  | - | --------------- | -
|                                                                                |  |               |        |  |               |   |            |                |  |   |                 |  
|Audit                                                                           |  | $             | 10,700 |  |               | $ | 9,000      |                |  | $ | 1,700           |  
|Consulting                                                                      |  |               | 14,000 |  |               |   | 9,000      |                |  |   | 5,000           |  
|Edgar Filings                                                                   |  |               | 4,215  |  |               |   | 2,996      |                |  |   | 1,219           |  
|Listing Fees                                                                    |  |               | 10,340 |  |               |   | -          |                |  |   | 10,340          |  
|Legal Fees                                                                      |  |               | 7,593  |  |               |   | 6,351      |                |  |   | 1,242           |  
|News Releases                                                                   |  |               | 4,139  |  |               |   | -          |                |  |   | 4,139           |  
|Sedar Fees                                                                      |  |               | 5,294  |  |               |   | -          |                |  |   | 5,294           |  
|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     | )
|Net Loss                                                                        |  | $             | 65,416 |  |               | $ | 13,780,487 |                |  | $ | (12,118,071     | )

Financial Condition



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



Total Liabilities. Total liabilities at December 31, 2015 and 2014 were $91,884 and $26,468, respectively. Total liabilities consist of accounts payable of $1,302, related party accounts payable of $23,000; and note payable to related party of $67,582 (2014 - accounts payable of $13,878, related party accounts payable of $9,000; and note payable to related party of $3,590).



Liquidity



The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business.



The Company sustained a loss for the years ended December 31, 2015 and 2014 of $65,416 and $13,780,487, 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.



We are presently not able to meet our obligations as they come due. At December 31, 2015 we had working capital deficit of $91,884. Our working capital deficit is due to the results of operations.



Net cash used in operating activities for the years ended December 31, 2015 and 2014 was $63,992 and $1,202, respectively.



| 
|-
|6
|
| 
| 



Net cash provided by financing activities for the years ended December 31, 2015 and 2014 was $63,992 and $490, respectively.



We anticipate 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 that we will be able to generate sufficient cash flow from operations and/or obtain 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 engaged in any capital raising activities, 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 have no known demands or commitments and are not aware of any events or uncertainties that will result in or that are reasonably likely to materially increase or decrease our current liquidity.



We 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.



Capital Resources



We have no material commitments for capital expenditures as of December 31, 2015.



Item 7A. Quantitative and Qualitative Disclosure About Market Risk



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



Item 8. Financial Statements and Supplementary Data



The report of the independent registered public accounting firm and the 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.



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure



On July 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 or Disagreement with BF Borgers CPA PC on Accounting and Financial Disclosure.



| 
|-
|7
|
| 
| 



Item 9A. Controls and Procedures



(a) Management’s Annual Report on Internal Control over Financial Reporting



The management of the Company is 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 Principal Executive Officer and Principal Financial 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.



As of December 31, 2015, under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934.  Based on this evaluation, management concluded that our financial disclosure controls and procedures were not effective so as to timely identify, correct and disclose information required to be included on our Securities and Exchange Commission (“SEC”) reports due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review.  Through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct.



As of December 31, 2015, under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we conducted an evaluation of the effectiveness of the design and operations of our internal control over financial reporting, as defined in Rules 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 and based on the criteria for effective internal control described in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Based on this evaluation, management concluded that our internal control over financial reporting  was not effective so as to timely identify, correct and disclose information required to be included on our Securities and Exchange Commission (“SEC”) reports due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review.  Through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct.



The management, including our Principal Executive Officer and Principal Financial Officer, does not expect that its disclosure controls and procedures, or its internal controls over financial reporting will prevent all error and all fraud.  A control system no matter how well conceived and operated, can provide only reasonable not absolute assurance that the objectives of the control system are met.  Further, the design of control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any within the Company have been detected.



Material weaknesses identified by management included: lack of an audit committee and audit committee financial expert; lack of a majority of outside directors on our board of directors, resulting 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, custody of assets, and reconciliation; and, management dominated by a single individual without adequate compensating controls.



Management believes 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.



| 
|-
|8
|
| 
| 



Management’s Remediation Initiatives



In an 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:



We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function 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 the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.



Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.



We will work as quickly as possible to implement these initiatives; however, the lack of adequate working capital and positive cash flow from operations will likely slow this implementation.



This Annual Report does not include 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 attestation by the Company’s independent registered public accounting firm pursuant to the temporary rules of the SEC that permit the Company to provide only management’s report in this Annual Report.



This 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 filing.



Change in internal controls



We have 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.



Item 9B. Other Information



NONE



| 
|-
|9
|
| 
| 



Signatures



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.



**NORTH AMERICA FRAC SAND, INC.**





|**NAME**            | **** | **TITLE**                                                                                               | **** | **DATE**         
|------------------- | ---- | ------------------------------------------------------------------------------------------------------- | ---- | -----------------
|                    |      |                                                                                                         |      |                  
|/s/ David Alexander |      | Principal Executive Officer,                                                                            |      | November 15, 2016
|David Alexander     |      | Principal Accounting Officer, Chief Financial Officer, Secretary and Chairman of the Board of Directors |      |                  



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

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



NONE





|10
|--
|