UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

 

For the fiscal Quarter ended June 30, 2017

 

OR

 

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

 

For the transition period from ____________ to ____________

 

TOA DISTRIBUTION SYSTEMS INC

(formerly Skyhigh Resources, Inc.)

(Exact Name of Registrant as Specified in its Charter)

44 Coyote Mountain Road, Suite 102, Santa Fe, NM 87505

(Address of principal executive offices)

 

505 919 8036

(Registrant's telephone number, including area code)

(formerly)

5700 University West Blvd, Suite 304, Albuquerque NM 87106

1791 Marcy Lynn Court, San Jose CA 95124)

 

Delaware		26-2746101
(State of other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

 

 

Securities Registered Pursuant to Section 12(B) of the Act: None

 

Securities Registered Pursuant to Section 12(G) of the Act:

Common Stock, par value $.001 per share

 

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

 

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

 

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 preceding 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. Yes þ 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 (section 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).. Yes þ 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 or information statements incorporated by reference in Part III of this Form 10-Q or any amendment to this Form 10-Q.þ

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company. See definition of "large accelerated filer," or a smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ¨Accelerated filer ¨Non-accelerated filer ¨Smaller reporting companyþ

 

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

 

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 recently completed fiscal quarter June 30, 2017, the common equity was sold at $0.0025

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.

 

- At August 3, 2017, we had 30,100,060 shares of $0.001 par value common Stock outstanding,

 

- At August 3, 2017 we had 0 shares of 0.001 par value preferred stock outstanding.

 

Documents incorporated by reference - None

 

State issuer's revenues for its most recent fiscal year: Nil

 

Part 1 – FINANCIAL INFORMATION

 

Item 1: FINANCIAL STATEMENTS	F-1
Unaudited Condensed Balance Sheets as at June 30, 2017 and March 31, 2017	F-2
Unaudited Condensed Statements of Operations for the three month period ended June 30, 2017, and at June 30, 2016 respectively	F-3
Unaudited Condensed Statements Cash Flows for the three month period ended June 30, 2017 and at June 30, 2016 respectively	F-4
Notes to Unaudited Financial Statements	F-5 - F-7
Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations	2
Item 3. Controls And Procedures	3
PART II – OTHER INFORMATION
Item 1. Legal Procedures	4
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	4
Item 3. Default Upon Senior Securities	4
Item 4. Submission Of Matters To A Vote Of Security Holders	4
Item 5. Other Information	4
Item 6. Exhibits	4
Signatures	5

 

 

PART I - FINANCIAL INFORMATION

 

 

ITEM 1 - FINANCIAL STATEMENTS

 

 

 

TOA DISTRIBUTION SYSTEMS INC

 

INDEX TO CONDENSED CONSOLIDATED STATEMENTS

 

(UNAUDITED)

 

 

	Page
Unaudited Condensed Balance Sheets as at June 30, 2017 and March 31, 2017	F-2
Unaudited Condensed Statements of Operations for the three month periods ended
June 30, 2017, and at June 3, 2016 respectively	F-3
Unaudited Condensed Statements Cash Flows for the three month periods ended
June 30, 2017 and June 30, 2016 respectively	F-4
Notes to Unaudited Condensed Financial Statements	F-5 to F-7

 

 

 

TOA Distribution Systems Inc
(formerly known as Skyhigh Resources Inc)
Condensed Balance Sheets
Unaudited
			At June			At March
			30, 2017			31, 2017
ASSETS		$	—		$	—
LIABILITIES
Current Liabilities
Accounts Payable			135			135
Accrued Expenses			1,000			500
Loans Payable Related Parties- Principal (Note 5)			91,032			88,258
Loans Payable Related Parties- Accrued Interest (Note 5)			20,363			19,209
Total Current Liabilities		$	112,530		$	108,102
STOCKHOLDERS’ EQUITY
Capital Stock
Preferred Shares - 10,000,000 Shares Authorized, at $0.001 per share - Zero shares Issued and Outstanding.Common Stock - 250,000,000 authorized at $0.001 par value 30,100,060 issued and outstanding at March 31, 2017 and June 30, 2017, respectively			30,100			30,100
Additional paid-in capital			49,150			49,150
Accumulated Deficit			(191,780	)		(187,352	)
Total Stockholders’ Equity (Deficit)		$	(112,530	)	$	(108,102	)
Total Liabilities and Stockholders’ Equity		$	—		$	—

 

 

 

 

 

 

The accompanying notes are an integral part of these Financial Statements

 

 

 

TOA Distribution Systems Inc
(formerly known as Skyhigh Resources Inc)
Condensed Statements of Operations
Unaudited
			For the three months ended June 30, 2017			For the three months ended June 30, 2016
Revenue
Total Revenue		$	—		$	—
Expenses
General and Administrative			3,275			2,460
Total Expenses			3,275			2,460
Net Income (Deficit) from Operations			(3,275	)		(2,460	)
Other Income and (Expense)
Interest			(1,155	)		(1,019	)
Provision for Income Tax			—			—
Net Loss For The Period			(4,430	)		(3,479	)
Basic And Diluted Loss Per Common Share		$	(0.00	)	$	(0.00	)
Weighted Average Number of Common Shares Outstanding			30,100,060			30,100,060

 

 

The accompanying notes are an integral part of these Financial Statements

 

 

TOA Distribution Systems Inc
(formerly known as Skyhigh Resources Inc)
Condensed Statements of Cash Flows
Unaudited
			For the three months ended June 30, 2017			For the three months ended June 30, 2016
Operating Activities
Net Income (Loss)			(4,430	)		(3,479	)
Adjustments To Reconcile Net Loss To Net Cash
Provided by Operations			—			—
Company Expenses paid by Related Parties			2,774			2,460
Change in Assets and Liabilities
Increase (decrease) accounts payable			—			—
Increase (decrease) in accrued expenses			500			—
Increase (decrease) in Prepaid expenses			—			—
Increase (decrease) in Accrued Interest-Related Party			1,154			1,019
Increase (decrease) in Loans Payable-Related Party			—			—
Increase (decrease) in Accrued Interest-Others			—			—
Net Cash Provided (Used) by Continuing Operating Activities			—			—
Investing Activities
Net Cash Provided (Used) by Investing Activities			—			—
Financing Activities
Cash provided by (Used for) Notes Payable Related Party			—			—
Cash provided by (Used for) Notes Payable- Others			—			—
Stock Issued for Cash			—			—
Net Cash Provided (Used) by Financing Activities			—			—
Increase (Decrease) in Cash from Continuing Operations			—			—
Cash and Cash Equivalents at Beginning of Period			—			—
Cash and Cash Equivalents at End of Period			—			—
Supplemental Information
Cash Paid For:
Income Taxes			—			—
Non-Cash Activities
Interest			1,154			1,019

 

 

 

 

The accompanying notes are an integral part of these Financial Statements

 

 

TOA Distribution Systems Inc

(formerly known as Skyhigh Resources Inc)

Notes to Financial Statements

June 30, 2017

Unaudited

 

NOTE 1.

BASIS OF PRESENTATION

 

In August 2009 the Company initiated a number of corporate changes, including 1), a name change to TOA Distribution Systems Inc, (formerly known as Skyhigh Resources Inc, 2) approved a 10 for 1 roll forward of its issued and outstanding common stock, 3), increased it authorized par value $0.001 common shares to 250,000,000 shares (formerly 50,000,000), and 4), authorized 10,000,000 par value $0.001 preferred shares.

 

In mid-2009, the Company resolved to change its corporate focus, moving from mining and exploration into bottled drinking water distribution.

 

The Company owned two (2) mineral properties acquired from related parties in January 2008 by issuing stock to related parties. The purchase price was fully impaired. In February 2012 these claims were deemed surplus and were sold in May 2012.

 

On September 2, 2009 the Company entered into to a Sub-Distribution agreement with Taste of Aruba (US), Inc to distribute bottled water products produced in Aruba by Taste of Aruba-Premium Aruban Water. The territory in which the Company can distribute these products include the United States and all its territories and insular areas in the Caribbean and Pacific such as but not limited to Puerto Rico, U.S. Virgin Islands, Marshall Islands, and Guam, and all of Canada. In January 2016, the Company and Taste of Aruba agreed to cancel the Sub-Distribution agreement on a no loss no gain basis for either party. Taste of Aruba was unable to confirm when its products would be available for resale. The 17,000,000 shares issued to cover the cost of the Sub-Distribution Agreement have been returned and were cancelled on January18, 2016. This transaction which included full impairment has been reversed in the financial records for the year ended March 31, 2016.

 

In the opinion of management, the accompanying balance sheets and related statements of income, cash flows, and stockholders' equity include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management's estimates and assumptions. Interim financial statements are condensed and should be read in conjunction with the company’s latest annual financial statements. Interim disclosures generally do not repeat those disclosures expressed in the annual statements.

 

NOTE 2.

GOING CONCERN

 

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles (GAAP) in the United States of America, which contemplates continuation of the Company as a going concern. However, the Company has no business operations to date, accumulated losses amounting to $191,782 and must secure additional financing to commence the Company’s plan of operations, which means there is substantial concern about the Company’s ability to continue as a going concern. The Company intends to acquire additional operating capital through equity offerings to the public to fund its business plan or loans from shareholders and others. There is no assurance that the equity offerings will be successful or loans will be received to provide sufficient funds to commence operations or to assure the eventual profitability of the Company.

 

NOTE 3.

SUB-DISTRIBUTION AGREEMENT

 

On September 2, 2009 the Company signed an Exclusive Sub-Distribution Agreement (“Agreement”) with Taste of Aruba (US) Inc, a State of Nevada Incorporated company, owner and master distributor of products from Taste of Aruba-Premium Aruban Water. Under the Agreement, the Company will distribute in the United States, its territories and insular areas in the Caribbean and Pacific and Canada, bottled water produced under license in Aruba by Water Energy Company-Aruba.

 

In January 2016, the Company and Taste of Aruba agreed to cancel the Sub-Distribution agreement on a no loss no gain basis for either party. Taste of Aruba was unable to confirm when its products would be available for resale. The 17,000,000 shares issued to cover the cost of the Sub-Distribution Agreement have been returned and were cancelled on January18, 2016. This transaction which included full impairment was reversed in the financial records for the year ended March 31, 2016.

 

 

NOTE 4.

LOANS PAYABLE

 

Loans payable to related parties, were received from a director of the Company and others closely associated persons or businesses. These funds were provided as cash loans to cover operating expenses and as payment for services provided.

 

Loans payable to the past and current presidents totaled $6,580 made up of principal amounting to $3,742 and accrued interest of $2,838

 

Loans payable to a closely associated business totaled $104,816 made up of principal amounting to $87,291 and accrued interest amounting to $17,525

 

In aggregate, Loans Payable Related Parties to June 30, 2017 totaled $111,397 made up of $91,034 for principal and $20,363 for accrued interest.

 

NOTE 5.

EQUITY

 

At a special shareholders meeting held August 13, 2009, the shareholders approved the change of the Company’s name to TOA Distribution Systems Inc, approved charges to the authorized capital which included creation of 10,000,000 shares of preferred stock at a par value of $0.001 per share and increased the authorized common stock to 250,000,000 with a par value of $0.001 per share. As well, the shareholders approved a 10 for 1 forward stock split of the outstanding shares. All share amounts shown in these financial statements have been adjusted retroactively to account for the forward stock split.

 

In May 2012 we sold our two mineral claims for $25,000. As the sale was made to a related party, the sale amount was recorded to Additional Paid in Capital and not treated as a gain.

 

As of March 31, 2017 and June 30, 2017 we had zero preferred stock issued and had 30,100,060 common shares issued and outstanding, which were issued on the dates and for the purposes listed below.

 

 

- 15,000,000 common shares issued to a director for cash at $0.0001 on December 13, 2007

- 600,000 common shares issued for services at $0.0025 on December 13, 2007

- 2,000,000 common shares issued for a mining property at $0.01 on January10, 2008

- 2,400,000 common shares issued for cash at $0.0025 on May 11, 2009

- 4,285,000 common shares issued for accounts payable at $0.0025 on June 1, 2009

- 3,315,000 common shares issued for loan payable at $0.0025 on June 13, 2009

- 2,500,060 common shares issued for a mining property at $0.0025 on June 15, 2009

- 17,000,000 common shares issued for a sub-distribution agreement at $0.0025 on Sept 2, 2009

- (17,000,000) common shares returned for cancelled sub-distribution agreement January18, 2016

 

NOTE 6.

CONTRIBUTED SURPLUS

 

The Company owned two (2) mineral claims that had been deemed surplus and fully impaired. On to May 1, 2012 these claims were sold to a related party to whom the Company had loans payable. The terms of the sale was a reduction of the loans payable and proportionate accrued interest in aggregate amounting to Twenty-Five Thousand Dollar, ($25,000.00), an extension on the due date of the loan to November 13, 2014, a reduction of the rate of interest payable to 5% and the issuance by the purchaser of shares in two private companies. These private company shares were valued at $0 therefore had no impact on the financial statements.

 

NOTE 7.

CHANGES TO GENERALLY ACCEAPTED ACCOUNTING PRINCIPLES (GAAP)

 

During the September 30, 2014 period the Company adopted the revised Accounting Standard Update No. 2014-10 that removes the definition of a development stage entity from ASC Topic 915 under GAAP, which become effective December 15, 2014 while permitting Companies to adopt these guidelines earlier

 

NOTE. 8.

SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through the date that the financial statements were issued. There were no significant subsequent events that need to be disclosed.

 

 

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

 

PLAN OF OPERATION

 

In an effort to make available the facilities of the public market to our funding requirements, the Company intends to make application to FINRA for a trading symbol. The Company's application to FINRA will consist of current corporate information, financial statements and other documents as required by Rule 15c211 of the Securities Exchange Act of 1934.

On November 17, 2012, the Company filed a Form 8-K, Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers with the Securities and Exchange Commission. This 8-K filing disclosed the resignation of Trevor Blank as a Director and from all officer positions held with the Company. Concurrent with Mr. Blank’s resignation, Mr. Andy Ruppanner was appointed to serve as sole director and as President and CEO, Vice-President and CFO, Secretary and Treasurer.

In January 2016 the Company’s and Taste of Aruba mutually agreed to cancel their Sub-Distribution Agreement. Taste of Aruba was unable to confirm when its products would be available for resale. The cancelation agreement was on the basis of a no loss, no gain for either party. The 17,000,000 shares issued as the cost for the Sub-Distribution Agreement have been returned and cancelled.

 

In the period following our filing for the June 30, 2016 period, the Company entered into discussion with a non-related entity to obtain a license for a water treatment technology. On January 15, 2017 the Company concluded its discussions and entered into a license agreement to manufacture and market a proven and patented wastewater disinfection system that uses ultraviolet lamps as the disinfection means and a system in development that will investigate and develop the application of graphene filters for wastewater purification and saltwater desalination. Included in the agreement is the manufacturing knowhow, detailed designs and drawings necessary to build the products, as well as sale and marketing information.

 

The license agreement was for an initial term of five years with automatic renewal for additional five year terms. The Company and the vendor agreed to a sum of $70,000 for the license, payable by the issuance within 30 days of 1,000,000 of the Company’s preferred shares payable containing special voting rights. In the period ended March 31, 2017, the Company and the non-related entity agreed not to move forward with the Agreement and further agreed that the cancellation is on a no loss no gain basis to either party.

 

We are currently looking for opportunities that may be available or become available that we could acquire to merge into the Company.

 

RESULTS OF OPERATIONS

 

Interim Periods:

 

No sales or income was recorded for the period ended June 30, 2017

 

Operating Costs and Expenses

 

For the three-month period ended at June 30, 2017 compared to the same period ended in 2016.

 

Net losses incurred during the three-month period ending June 30, 2017 were $4,430 an increase of $951 compared to the amount $3,479 for the same period ended June 30, 2016.

General administrative expenses for three-months ended June 30, 2017 were $3,275 compared to $2,460 in the June 30, 2016 period, an increase of $815.

 

Interest cost for the three-month period ended June 30, 2017 were $1,155 an increase of $136 over the interest costs of $1,019 recorded for the three-month ending June 30, 2016. The increase was as a result of the larger loan principal amount upon which interest was calculated.

 

SELECTED FINANCIAL INFORMATION
			June 30, 2017
Current Assets		$	—
Total Assets		$	—
Current Liabilities		$	(112,530	)

 

LIQUIDITY AND CAPITAL RESOURCES

 

Our cash balance was nil on June 30, 2017. During this three month period ended June 30, 2017 we received loans from related parties amounting to $2,774 and have a commitment for any additional funds required to fund our limited levels of operations through March 31, 2018. We have not generated any revenue to date.

 

We have loans payable including interest amounting to $111,395 at June 30, 2017.

 

Our auditor has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated revenues and no revenues are anticipated for the immediate future. There is no assurance we will ever reach that stage.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

ITEM 3. CONTROLS AND PROCEDURES

 

EVALUATION OF DISCLOSURE CONTROLS

 

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act). Based upon this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are ineffective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Security and Exchange Commission's rules and forms.

 

There has been no change in our internal control over financial reporting during the current quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

EVALUATION OF AND REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company. Internal control over financial reporting is to provide reasonable assurance regarding the reliability of our financial reporting purposes accordance with accounting principles generally accepted in the United States of

 

America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transaction; providing reasonable assurance that transactions are recorded as necessary for preparations of our financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisitions, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected.

 

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation management concluded that the Company's internal control over financial reporting was ineffective as of June 30, 2017. There were no changes in our internal controls over financial reporting during the period ended June 30, 2017 that have materially affected, or are reasonable likely to materially affect our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL MATTERS

 

None

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

On March 25, 2009 our Registration Statement on Form S-1, commission file number 333-153863, became effective and qualified under Rule 144 for the sale of 1,000,000 shares of the Company’s common sold in accordance with the requirements of Section 4(2) offering under the Securities Act of 1933, as amended and Rule 506 promulgated thereunder. The offering was fully subscribed by June 25, 2009 raising a total of $25,000. There were no underwriters for this offering.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

None

 

ITEM 5. OTHER INFORMATION

 

None

 

ITEM 6. EXHIBITS AND REPORTS

 

The following exhibits are included herein, except for the exhibits marked with a footnote, which are incorporated herein by reference and can be found in the appropriate document referenced.

 

3.1		Articles and By-Laws as filed with the Delaware Secretary of State April 02, 2007*
		Amendment to By-Laws dated August 13, 2009*
99.2		Geologist Report*
31.1		Rule 13a-14(a)/15d-14(a) Certification by the Principal Executive Officer**
31.2		Rule 13a-14(a)/15d-14(a) Certification by the Principal Financial Officer**
32.1		Section 1350 Certification by the Principal Executive Officer**

 

32.2

Section 1350 Certification by the Principal Financial Officer**

 

*	Incorporated by reference to the Registrant's Registration Statement on Form S-1, filed on October 6, 2008.
**	Filed herewith

 

SIGNATURES

 

In accordance with 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.

 

In accordance with the requirements of the Securities Act, this 10-Q has been signed by the following persons in the capacities and on the dates stated.

 

 

SIGNATURE		TITLE		DATE
TOA DISTRIBUTION SYSTEMS INC.
		Chief Executive Officer, Chief
/s/ Andy Ruppanner		Financial Officer, Secretary, Director		August 8, 2017
Andy Ruppanner		(Principal Executive Officer)