UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended March 31, 2018
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)
| Delaware | 26-2746101 |
| (State of other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
44 Coyote Mountain Road
Santa Fe, NM 87505
(Address of Principal Executive Offices) (Zip Code)
Former address
5700 University West Blvd West, Suite 304
Albuquerque, NM 87106
505-919-8036
(Registrant's Telephone Number, including Area Code)
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-K or any amendment to this Form 10-K.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 company þ
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 March 31, 2018 was $0.00 based on common shares outstanding of 30,100,060.
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date 30,100,060 shares of Common Stock, $0.001 par value, as of June 26, 2018
Documents incorporated by reference –
| 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 |
State issuer's revenues for its most recent fiscal year: Nil
TABLE OF CONTENTS
| PART I | 5 |
| ITEM 1: DESCRIPTION OF BUSINESS | 13 |
| ITEM 2: DESCRIPTION OF PROPERTY | 13 |
| ITEM 3: LEGAL PROCEEDINGS | 13 |
| ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS | 13 |
| ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS | 13 |
| ITEM 6: MANAGEMENT DISCUSSION AND ANALYSIS | 14 |
| PART II: FINANCIAL INFORMATION | 22 |
| ITEM 7: FINANCIAL STATEMENTS | 22 |
| ITEM 8: CONTROLS AND PROCEDURES | 24 |
| PART III: MANAGEMENT | 26 |
| ITEM 9: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS | 29 |
| ITEM 10: EXECUTIVE COMPENSATION | 29 |
| ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 29 |
| ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 30 |
| ITEM 13: EXHIBITS AND REPORTS | 30 |
| ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES | 31 |
Explanatory Note
Unless otherwise indicated or the context otherwise requires, all references below in this annual report on Form 10-K (“Report”) to the “Company”, “us”, “our” and “we” refer to TOA Distribution Systems Inc.
Cautionary Notice Regarding Forward Looking Statements
Our disclosure and analysis in this Report contain forward-looking statements. Certain of the matters discussed concerning our operations, cash flows, financial position, economic performance and financial condition, including, in particular, future sales, product demand, competition and the effect of economic conditions include forward-looking statements within the meaning of section 27A of the Securities Act of 1933, referred to herein as the Securities Act, and Section 21E of the Securities Exchange Act of 1934, referred to herein as the “Exchange Act”.
Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates” and similar expressions are forward-looking statements. Although we believe that these statements are based upon reasonable assumptions, including projections of orders, sales, operating margins, earnings, cash flow, research and development costs, working capital, capital expenditures, distribution channels, profitability, new products, adequacy of funds from operations and other projections, and statements expressing general optimism about future operating results, and non-historical information, they are subject to several risks and uncertainties, and therefore, we can give no assurance that these statements will be achieved.
Readers are cautioned that our forward-looking statements are not guarantees of future performance and the actual results or developments may differ materially from the expectations expressed in the forward-looking statements.
As for the forward-looking statements that relate to future financial results and other projections, actual results will be different due to the inherent uncertainty of estimates, forecasts and projections and may be better or worse than projected. Given these uncertainties, you should not place any reliance on these forward-looking statements. These forward-looking statements also represent our estimates and assumptions only as of the date that they were made. We expressly disclaim a duty to provide updates to these forward-looking statements, and the estimates and assumptions associated with them, after the date of this filing to reflect events or changes in circumstances or changes in expectations or the occurrence of anticipated events
We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. You are advised, however, to consult any additional disclosures we make in our Form 10-K, Forms 10-Q and Forms 8-K reports to the SEC. Also note that we provide a cautionary discussion of risk and uncertainties under the caption "Risk Factors" in this report. These are factors that we think could cause our actual results to differ materially from expected results. Other factors besides those listed here could also adversely affect us. This discussion is provided as permitted by the Private Securities Litigation Reform Act of 1995.
PART I
ITEM 1: DESCRIPTION OF BUSINESS
COMPANY OVERVIEW
TOA Distribution Inc (formerly Skyhigh Resources, Inc) (the "Company") was incorporated in the State of Delaware on April 2, 2007 to engage in the acquisition, exploration and development of natural resource properties. We are a development stage Company with no revenues and a limited operating history. The principal executive offices are located at, 5700 University West Blvd West, Suite 304, Albuquerque, NM 87106.
On October 6, 2008 we filed an S-1 Registration Statement with the Securities and Exchange Commission to register 1,000,000 shares of common stock at $0.025 and we are able to sell all the underlying common stock thereby raising a total of $25,000.00. The S-1 Registration Statement became effective on March 25, 2009 and qualified 1,000,000 shares of the Company’s common stock to be sold by June 30, 2009 in accordance with the requirements of Section 4(2) offering under the Securities Act of 1933, as amended and Rule 502 promulgated thereunder. There were no underwriters for this offering. The offering was fully subscribed for and the Company raised cash, reduced loans payable and reduced accounts payable.
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.
The Company resolved to change its corporate focus, moving from mining and exploration into bottled drinking water distribution. 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 water will be bottled in a patented biodegradable bottle that will completely break down in a landfill site within five years. 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 conjunction with this change of focus, the Company board of directors resolved to sell its two mining properties described as the Riverbend Property and the Surprise Claims. We concluded the sale of these two claims in May 2012.
In November 2016 the Company 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 to cover the cost of the Sub-Distribution Agreement have been returned and cancelled effective January18, 2016. The Company has fully reversed in its financial records the original transaction including the transaction that fully impaired the Sub-Distribution Agreement.
As of the date of this 10-K filing we have not had any revenues and had not begun operations. Our Company has no employees at the present time with the general administration being performed at no cost by a Company shareholder. We do not expect to commence earning revenues for the foreseeable future.
There is no market for our shares, as we have not yet filed a 15c211 to request a trading symbol on the OTC-BB. We anticipated that we will file for our trading symbol in 2018. We currently have no stock in the public float. Investors should be aware their investment in our securities is not liquid; there is the probability they will be unable to sell their shares and their investment will be lost.
BANKRUPTCY OR SIMILAR PROCEEDINGS
We have not been the subject of a bankruptcy, receivership or similar proceedings.
PRODUCTS AND SERVICES
We do not currently have any products or services available. We are in ongoing discussions with a number of companies for business relationships, however nothing has been constituted at this time and have no plans to announce anything to the public. As a result, we have no customers or consumers of our products and we have no principal suppliers or sources for raw materials.
MARKETS AND CUSTOMERS
We are in a development stage and presently have no operating assets or customers.
COMPETITION
The Company has no confirmed business operations, therefore we have competitors.
GOVERNMENT REGULATION OR OTHER LEGAL UNCERTAINTIES MAY INCREASE COSTS AND OUR BUSINESS WILL BE NEGATIVELY AFFECTED.
The Company has no confirmed business operations,
ENVIRONMENTAL CONTROLS COULD CURTAIL OR DELAY THE SALE AND DISTRIBUTION OF THE PRODUCT AND IMACT OUR COSTS.
The Company has no confirmed business operations,
Corporate Office
We currently have no employees. We use a related party-shareholder for bookkeeping services. Any Corporate Administrative and Chief Financial Officer duties are performed by our President and Director Andy Ruppanner.
There are no formal employment agreements between the Company and our current executive officer.
RESEARCH AND DEVELOPMENT EXPENDITURES
We have not incurred any research or development expenditures since our incorporation.
PATENTS AND TRADEMARKS
We have no current plans for any registrations such as patents, trademarks, copyrights, franchises, concessions, royalty agreements or labor contracts. We will assess the need for any copyright, trademark or patent applications on an ongoing basis.
RISK FACTORS
RISKS RELATED TO OUR BUSINESS
WE ARE A COMPANY IN ITS DEVELOPMENT STAGED AND WE HAVE NO OPERATIONS
We are a Company in its an development stage and have no current properties or operations therefore it is difficult for potential investors to evaluate our business. Any future operations are therefore subject to all of the risks inherent in the establishment of a new business enterprise and must be considered in light of the expenses, difficulties, complications and delays frequently encountered in connection with the formation of any new business. Investors should evaluate us in light of the delays, expenses, problems and uncertainties frequently encountered by companies developing markets for new products, services and technologies. We may never overcome these obstacles.
Our business is speculative and will depends upon the implementation of any business plan relating to any endeavor into which the Company may engage and our ability to enter into agreements with third parties on terms that will be commercially viable for us.
OUR PROBABLE LACK OF DIVERSIFICATION WILL INCREASE THE RISK OF AN INVESTMENT IN OUR COMPANY, AS OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS MAY DETERIORATE IF WE FAIL TO DIVERSIFY.
Our business will focus a single or limited business activity. Larger companies have the ability to manage their risk by diversification. However, we will lack diversification, in terms of both the nature and geographic scope of our business. As a result, we will likely be impacted more acutely by factors affecting our industry or the regions in which we operate than we would if our business were more diversified, enhancing our risk profile. If we cannot diversify our operations, our financial condition and results of operations could deteriorate.
STRATEGIC RELATIONSHIPS UPON WHICH WE MAY RELY ARE SUBJECT TO CHANGE, WHICH MAY DIMINISH OUR ABILITY TO CONDUCT OUR OPERATIONS.
Our ability to successfully identify and enter into commercial arrangements with customers will depend on our developing and maintaining close working relationships with industry participants, our ability to select and evaluate suitable businesses into which we can place our products and to consummate transactions in a highly competitive environment. These realities are subject to change and may impair our ability to grow.
To develop any business which we engage in we will endeavour to use the business relationships of our management to enter into strategic relationships. This may take the form of joint ventures with private parties and contractual arrangements with other companies. We may not be able to establish these strategic relationships, or if established, we may not be able to maintain them. In addition, the dynamics of our relationships with strategic partners may require us to incur expenses or undertake activities we would not otherwise be inclined to in order to fulfil our obligations to these partners or maintain our relationships. If our strategic relationships are not established or maintained, our business prospects may be limited, which could diminish our ability to conduct our operations.
WE MAY NOT BE ABLE TO EFFECTIVELY ESTABLISH OPERATIONS OR MANAGE OUR GROWTH, WHICH MAY HARM OUR PROFITABILITY.
Our strategy envisions establishing and expanding whatever business we may engage in. If we fail to establish a successful business relationship, our financial results could be adversely affected. Growth may place a strain on our management systems and resources. We must continue to refine and expand our business development capabilities, our systems and processes and our access to financing sources. As we grow, we must continue to hire, train, supervise and manage new employees. We cannot assure you that we will be able to:
| * | meet our capital needs; | |
| * | expand our systems effectively or efficiently or in a timely manner; | |
| * | allocate our human resources optimally; | |
| * | identify and hire qualified employees or retain valued employees; or | |
| * | incorporate effectively the components of any business that we may acquire in our effort to achieve growth. |
If we are unable to manage our growth, our operations and our financial results could be adversely affected by inefficiency, which could diminish our profitability.
OUR BUSINESS MAY SUFFER IF WE DO NOT ATTRACT AND RETAIN TALENTED PERSONNEL.
Our success will depend in large measure on the abilities, expertise, judgment, discretion integrity and good faith of our management and other personnel in conducting our intended business. We presently have a small management team, which we intend to expand in conjunction with our planned operations and growth. The loss of a key individual or our inability to attract suitably qualified staff could materially adversely impact our business.
Our success depends on the ability of our management and employees to interpret market and geographical data correctly and to interpret and respond to economic, market and other conditions to locate and adopt appropriate investment opportunities, monitor such investments, and ultimately, if required, to successfully divest such investments. Further, no assurance can be given that our key personnel will continue their association or employment with us or that replacement personnel with comparable skills can be found. We will seek to and will ensure that management and any key employees are appropriately compensated; however, their services cannot be guaranteed. If we are unable to attract and retain key personnel, our business may be adversely affected.
WE DO NOT HAVE EXTENSIVE EXPERIENCE IN PUBLIC COMPANY MATTERS, WHICH COULD IMPAIR OUR ABILITY TO COMPLY WITH LEGAL AND REGULATORY REQUIREMENTS.
Our management team has had limited U.S. public company management experience or responsibilities, which could impair our ability to comply with legal and regulatory requirements such as the Sarbanes-Oxley Act of 2002 and applicable federal securities laws including filing required reports and other information required on a timely basis. There can be no assurance that our management will be able to implement and affect programs and policies in an effective and timely manner that adequately responds to increased legal, regulatory compliance and reporting requirements imposed by such laws and regulations. Our failure to comply with such laws and regulations could lead to the imposition of fines and penalties and further result in the deterioration of our business.
RISKS RELATED TO OUR FINANCIAL CONDITION
Entry into a business relationship will require us to establish development and marketing activities, as well as our administrative requirements and costs (such as salaries, insurance expenses and general overhead expenses, (as well as legal compliance costs and accounting expenses) will require a substantial amount of additional capital and cash flow.
We will require additional capital to continue to operate our new business and our proposed operations. We may be unable to obtain additional capital as and when required. We may not be successful in locating suitable financing transactions in the time period required or at all, and we may not obtain the capital we require by other means. If we do not succeed in raising additional capital, the capital we have received to date may not be sufficient to fund our operations going forward without obtaining additional capital financing.
We may not be successful in locating suitable financing transactions in the time period required or at all, and we may not obtain the capital we require by other means. If we do not succeed in raising additional capital, the capital we have received to date may not be sufficient to fund our operations going forward without obtaining additional capital financing.
Any additional capital raised through the sale of equity may dilute your ownership percentage. This could also result in a decrease in the fair market value of our equity securities because our assets would be owned by a larger pool of outstanding equity. The terms of securities we issue in future capital transactions may be more favourable to our new investors, and may include preferences, superior voting rights and the issuance of warrants or other derivative securities, and issuances of incentive awards under equity employee incentive plans, which may have a further dilutive effect.
Our ability to obtain needed financing may be impaired by such factors as the capital markets, our status as a new enterprise without a demonstrated operating history (which will impact the amount of asset-based financing available to us) or the retention or loss of key management. If the amount of capital we are able to raise from financing activities is not sufficient to satisfy our capital needs, we may be required to cease our operations.
We may incur substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which may adversely impact our cash
WE HAVE A HISTORY OF LOSSES AND AN ACCUMULATED DEFICIT AND EXPECT TO CONTINUE TO INCUR LOSSES UNTIL WE ESTABLISH PROFITABLE BUSINESS OPERATIONS.
We have accumulated losses amounting to $204,323 per Balance Sheet to March 31, 2018. This amount included a loss for the current period of $16,971
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM HAS EXPRESSED DOUBT OF OUR ABILITY TO CONTINUE AS GOING CONCERN. THIS COULD MAKE IT MORE DIFFICULT FOR US TO RAISE FUNDS AND ADVERSELY AFFECT OUR RELATIONSHIPS WITH LENDERS, INVESTORS AND SUPPLIERS.
Our independent registered public accounting firm, AMC Auditing, LLC, have added an explanatory paragraph to their audit opinion issued in connection with our financial statements for the period ended March 31, 2018 with respect to their doubt about our ability to continue. The Company has incurred operating losses since its inception in April 2007, and have accumulated a deficit of $204,323 at March 31, 2018, which together raises doubt about the Company’s ability to continue as a going concern. Our ability to continue as a going concern will be determined by our ability to sustain a successful level of operations and to continue to raise capital from debt, equity and other sources. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
RISKS RELATED TO OUR COMMON STOCK
NO MARKET CURRENTLY EXISTS FOR OUR SECURITIES AND WE CANNOT ASSURE YOU THAT SUCH A MARKET WILL EVER DEVELOP, OR IF DEVELOPED, WILL BE SUSTAINED.
Our common stock is not currently eligible for trading on any stock exchange and there can be no assurance that our common stock will be listed on any stock exchange in the future. We intend to apply for listing on the OTC Bulletin Board trading system pursuant to Rule 15c211 of the Securities Exchange Act of 1934, but there can be no assurance we will obtain such a listing. The bulletin board tends to be highly illiquid, in part because there is no national quotation system by which potential investors can track the market price of shares except through information received or generated by a limited number of broker-dealers that make a market in particular stocks. There is a greater chance of market volatility for securities that trade on the bulletin board as opposed to a national exchange or quotation system. This volatility may be caused by a variety of factors, including: the lack of readily available price quotations; the absence of consistent administrative supervision of "bid" and "ask" quotations; lower trading volume; and general market conditions. If no market for our shares materializes, you may not be able to sell your shares or may have to sell your shares at a significantly lower price.
IF OUR SHARES OF COMMON STOCK ARE ACTIVELY TRADED ON A PUBLIC MARKET, THEY WILL IN ALL LIKELIHOOD BE PENNY STOCKS.
Broker-dealer practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by the SEC. Penny stocks generally are equity securities with a price per share of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ Stock Market, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules.
WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.
We plan to contact a market maker to apply to have the shares quoted on the OTC Markets, which offers three levels a company may aspire to. Depending on the financial strength of a company it may apply for listing on the OTCBB, the OTCQX, the OTCQB or the OTCPINK. To be eligible for quotation on the OTCBB, the OTCQX or the OTCQB an issuers must remain current in their filings with the SEC. In order for us to remain in compliance once listed, we will require future revenues to cover the cost of these filings. This could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you the investor, to resell any shares you may purchase, if at all.
THE MARKET PRICE OF OUR COMMON STOCK IS LIKELY TO BE HIGHLY VOLATILE AND SUBJECT TO WIDE FLUCTUATIONS.
Assuming we are able to establish an active trading market for our common stock, the market price of our common stock is likely to be highly volatile and could be subject to wide fluctuations in response to a number of factors that are beyond our control, including:
| • | dilution caused by our issuance of additional shares of common stock and other forms of equity securities, which we expect to make in connection with future capital financings to fund our operations and growth, to attract and retain valuable personnel and in connection with future strategic partnerships with other companies; |
| • | announcements of acquisitions, reserve discoveries or other business initiatives by our competitors; |
| • | fluctuations in revenue from our mineral business as new reserves come to market; |
| • | changes in the market for commodities or in the capital markets generally; |
| • | quarterly variations in our revenues and operating expenses; |
| • | changes in the valuation of similarly situated companies, both in our industry and in other industries; |
| • | changes in analysts' estimates affecting us, our competitors or our industry; |
| • | changes in the accounting methods used in or otherwise affecting our industry; |
| • | additions and departures of key personnel; |
| • | fluctuations in interest rates and the availability of capital in the capital markets; and |
These and other factors are largely beyond our control, and the impact of these risks, singly or in the aggregate, may result in material adverse changes to the market price of our common stock and our results of operations and financial condition.
OUR OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY, AND THESE FLUCTUATIONS MAY CAUSE OUR STOCK PRICE TO DECLINE.
Assuming we are able to establish an active trading market for our common stock ,our operating results will likely vary in the future primarily as the result of fluctuations in our revenues and operating expenses, expenses that we incur, the price of minerals in the commodities markets and other factors. If our results of operations do not meet the expectations of current or potential investors, the price of our common stock may decline.
WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.
We do not intend to declare dividends for the foreseeable future, as we anticipate that we will reinvest any future earnings in the development and growth of our business. Therefore, investors will not receive any funds unless they sell their common stock, and stockholders may be unable to sell their shares on favourable terms or at all. Investors cannot be assured of a positive return on investment or that they will not lose the entire amount of their investment in the common stock.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Form 10-K contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. Our actual results are likely to differ materially from those anticipated in these forward-looking statements for many reasons.
ITEM 2: DESCRIPTION OF PROPERTY
We currently utilize space at the premises of an officer and director of the Company. The premises are located at 44 Coyote Mountain Road, Santa Fe, NM 87505, formerly we were located at 5700 University West Blvd West, Suite 304, Albuquerque, NM 87106 and prior to that location we were located at 1791 Marcy Lynn Court, San Jose, CA 95124. The facilities include an answering machine, a fax machine, computer and office equipment. We intend to use these facilities for the time being until we feel we have outgrown them. We currently have no investment policies as they pertain to real estate, real estate interests or real estate mortgages.
ITEM 3: LEGAL PROCEEDINGS
The Company is not currently involved in any legal proceedings and management is not aware of any pending or potential legal actions.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On August 3, 2009 at a Special Meeting of the shareholders where at a majority of the shareholders authorized the following changes to the Company’s Articles of Association and to its issued and outstanding shares.
| a) | To change the name of the Company to TOA Distribution Systems Inc |
| b) | To increase the authorized capital to 260,000,000 shares consisting of 250,000,000 common shares and 10,000,000 preferred shares per attached Amendment document |
| c) | To roll forward the Company’s issued and outstanding shares on a 10 for 1 basis. |
ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
No market exists for our shares. We are not listed on any exchange.
MARKET INFORMATION
The Company intends to make application to through a market maker and FINRA for the Company’s shares to be quoted on the OTCBB, the OTCOX or the OTCQB. The Company’s application to a market maker and FINRA will consist of current corporate information, financial statements and other documents as required by Rule 15c211 of the Securities Exchange Act of 1934.
DIVIDENDS
There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. Delaware General Corporation Law, Chapter V, Section 170 however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:
| • | if the capital of the corporation, computed in accordance with Delaware General Corporation Law, shall have been diminished by depreciation in the value of its property, or by losses, or otherwise, to an amount less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets, the directors of such corporation shall not declare and pay out of such net profits any dividends upon any shares of any classes of its capital stock until the deficiency in the amount of capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets shall have been repaired. |
ITEM 6: 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 through a market maker and FINRA for the Company’s shares to be quoted on the OTCBB, the OTCQX, the OTCQB or the OTCPINK . 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.
Until we have completed or investigation of other business opportunities no plan of action can be completed.
RESULTS OF OPERATIONS
Results of Operations for the Year Ended March 31, 2018 compared to March 31, 2017.
No product sales were reported during this period ended March 31, 2018.
Operating Costs and Expenses
Total expenses incurred for the Year Ended March 31, 2018 totalling$16,971 compared to, $16,430 over the same period ending March 31, 2017, an increase of $541.
General and Administration costs amounted to $12,071 in the year ended March 31, 2018 compared to $12,113 during same period ended March 31, 2017. A decrease of to $42
Interest expense for the Year Ended March 31, 2018 totalled $4,900, which was an increase of $583 over the amount of $4,317 for the year ended March 31, 2017. This increase is due to the higher loan amounts upon which interest was charged.
SELECTED FINANCIAL INFORMATION
| March 31, 2018 | ||||
| Current Assets | $ | — | ||
| Total Assets | $ | — | ||
| Current Liabilities | $ | (125,073 | ) | |
| Stockholders’ Equity | $ | (125,073 | ) | |
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance is $0 at March 31, 2018. We have arranged for sufficient addition loans to fund our limited levels of operations until March 31, 2019
.
Our company has generated no revenue to date. We sold 1,000,000 shares of common stock in June 2009 for $25,000 of which cash amounting to $6,000 and debt reduction amounting to $19,000. The debt reduction consisted of loans payable amounting to $8,287 and accounts payable amounting to $10,713.
We have loans payable including interest amounting to $125,073 due March 31, 2019. We have arranged for adequate funds to pay for our minimum level of operations.
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 until we begin removing and selling minerals. 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.
CRITICAL ACCOUNTING POLICIES
Our financial statements and accompanying notes included in this Annual Report on Form 10-K are prepared in accordance with U.S. generally accepted accounting principles. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. These estimates and assumptions are affected by management’s application of accounting policies. Estimates are deemed critical when a different estimate could have reasonably been used or where changes in the estimates are reasonably likely to occur from period to period, and would materially impact our financial condition, changes in financial condition or results of operations. Our significant accounting policies are discussed in Note 2 of the Notes to our Annual Financial Statements for the two year period ended March 31, 2018 and 2017. On an ongoing basis, we evaluate our estimates, including those related to our revenue recognition, allowance for doubtful accounts, inventory valuation, warranty reserves, tooling amortization, financial instruments, stock based compensation and income taxes. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
Organizational and Start-up Costs
Costs of start-up activities, including organizational costs, are expensed as incurred in accordance with ASC 720-15.
Income Taxes
The Company has adopted the Statement of Financial Accounting Standards No. 109 – “Accounting for Income Taxes” (ASC 740). ASC 740 requires the use of the asset and liability method of accounting of 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 temporary 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.
Basic and Diluted Loss Per Share
In accordance with ASC 260 – “Earnings Per Share”, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilative. At March 31, 2018 the Company had no stock equivalents that were anti-dilutive and excluded in the earnings per share computation.
Estimated Fair Value of Financial Instruments
The carrying value of the Company’s financial instruments, consisting of accounts payable and accrued liabilities approximate their fair value due to the short-term maturity of such instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial statements.
Revenue Recognition
The company has had no revenues to date. It is the Company’s policy that revenues will be recognized in accordance with SEC Staff Accounting Bulletin (SAB) No. 104, “Revenue Recognition.” Under SAB 104, product revenues (or service revenues) are recognized when persuasive evidence of an arrangement exists, delivery has occurred (or service has been performed), the sales price is fixed and determinable and collectability is reasonably assured.
Currency
The functional currency of the Company is the United States Dollar.
Use of Estimates
The preparation of the Company’s financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
Earnings (Loss) Per Share
Earnings (loss) per share of common stock are computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per share are not shown for periods in which the Company incurs a loss because it would be anti-dilutive.
Advertising Costs
The Company’s policy regarding advertising is to expense advertising
when incurred. The Company had not incurred any advertising expense as of March 31, 2018 and 2017.
Other
The Company consists of one reportable business segment. We paid no dividends during the periods from inception April 2, 2007 to March 31, 2018.
Recent Accounting Pronouncements
The Company has evaluated the recent accounting pronouncements and believes that none of these will have a material effect on the company’s financial statements.
PART II – FINANCIAL INFORMATION
ITEM 7: FINANCIAL STATEMENTS
Our fiscal year end is March 31. We will provide audited financial statements to our stockholders on an as requested basis. Our audited financial statements for the fiscal year ended March 31, 2018 follow.
FINACIAL STATEMENTS
| Page | |
| Report of Independent Registered Public Accounting Firm as of March 31, 2018 | F-1 |
| Financial Statements: | |
| Balance Sheet as of March 31, 2018 and March 31, 2017 | F-2 |
| Statement of Operations as of March 31, 2018 and March 31, 2017 | F-3 |
| Statement of Cash Flow as of March 31, 2018 and March 31, 2017 | F-4 |
| Statement of Shareholders Equity as of March 31, 2018 and March 31, 2017 | F-5 |
| Notes to Financial Statements | F-6 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
TOA Distribution Systems Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of TOA Distribution Systems Inc. (the “Company”) as of March 31, 2018 and March 31, 2017 and the related statements of operations, stockholders’ (deficit), and cash flows for each of the years in the two-year period ended March 31, 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2018 and March 31, 2017, and the results of its operations and its cash flows for each of the years in the two-year period ended March 31, 2018 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,whether due to error or fraud . The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has no revenues, has negative working capital at March 31, 2018, has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ AMC Auditing
AMC Auditing
We have served as the Company’s auditor since 2009
Las Vegas, Nevada
June 27, 2018
| TOA Distribution Systems Inc | ||||||||
| (formerly known as Skyhigh Resources Inc) | ||||||||
| Balance Sheets | ||||||||
| Audited | ||||||||
| At March | At March | |||||||
| 31, 2018 | 31, 2017 | |||||||
| ASSETS | $ | — | $ | — | ||||
| LIABILITIES | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable | 135 | |||||||
| Accrued Expenses | 500 | |||||||
| Loans Payable Related Parties- Principal (Note 5) | 100,964 | 88,258 | ||||||
| Loans Payable Related Parties- Accrued Interest (Note 5) | 24,109 | 19,209 | ||||||
| Total Current Liabilities | $ | 125,073 | $ | 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, 2016 and March 31, 2017, respectively | 30,100 | 30,100 | ||||||
| Additional paid-in capital | 49,150 | 49,150 | ||||||
| Accumulated Deficit | (204,323 | ) | (187,352 | ) | ||||
| Total Stockholders’ Equity (Deficit) | $ | (125,073 | ) | $ | (108,102 | ) | ||
| Total Liabilities and Stockholders’ Equity | $ | — | $ | — | ||||
The accompanying notes are an integral part of these Financial Statements
F-2
| TOA Distribution Systems Inc |
| (formerly known as Skyhigh Resources Inc) |
| Statements of Operations |
| Audited |
| At March 31, 2018 | At March 31, 2017 | |||||||
| Revenue | ||||||||
| Total Revenue | $ | — | $ | — | ||||
| Expenses | ||||||||
| General and Administrative | 12,071 | 12,113 | ||||||
| Total Expenses | 12,071 | 12,113 | ||||||
| Net Income (Deficit) from Operations | (12,071 | ) | (12,113 | ) | ||||
| Other Income and (Expense) | ||||||||
| Interest | (4,900 | ) | (4,317 | ) | ||||
| Provision for Income Tax | — | — | ||||||
| Net Loss For The Period | (16,971 | ) | (16,430 | ) | ||||
| 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
F-3
TOA Distribution Systems Inc |
| (formerly known as Skyhigh Resources Inc) |
| Statements of Cash Flows |
| Audited |
| At March 31, 2018 | At March 31, 2017 | |||||||
| Operating Activities | ||||||||
| Net Income (Loss) | (16,971 | ) | (16,430 | ) | ||||
| Adjustments To Reconcile Net Loss To Net Cash | ||||||||
| Provided by Operations | — | — | ||||||
| Company Expenses paid by Related Parties | 12,706 | 11,478 | ||||||
| Change in Assets and Liabilities | ||||||||
| Increase (decrease) accounts payable | (135 | ) | 135 | |||||
| Increase (decrease) in accrued expenses | (500 | ) | 500 | |||||
| Increase (decrease) in Accrued Interest-Related Party | 4,900 | 4,317 | ||||||
| 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 | 4,900 | 4,317 | ||||||
The accompanying notes are an integral part of these Financial Statements
F-4
| TOA Distribution Systems Inc |
| (formerly known as Skyhigh Resources Inc) |
| Statements of Stockholders’ Equity (Deficit) |
| Audited |
| Common Stock | Paid-In | Accumulated | Stockholders' | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | |||||||||||||||||
| Balance March 31, 2016 | 30,100 | 49,150 | (170,922 | ) | (91,672 | ) | |||||||||||||||
| Deficit for the Year ended March 31, 2017 | (16,430 | ) | (16,430 | ) | |||||||||||||||||
| Balance March 31, 2017 | 30,100,060 | 30,100 | 49,150 | (187,352 | ) | (108,102 | ) | ||||||||||||||
| Deficit for the Year ended March 31, 2018 | (16,971 | ) | (16,971 | ) | |||||||||||||||||
| Balance March 31, 2018 | 30,100,060 | 30,100 | 49,150 | (204,323 | ) | (125,073 | ) | ||||||||||||||
The accompanying notes are an integral part of these Financial Statements
F-5
TOA Distribution Systems Inc
(formerly known as Skyhigh Resources Inc)
Notes to Financial Statements
March 31, 2018
NOTE 1. BASIS OF PRESENTATION
The Company was originally structured to engage in mining operations, targeting specifically gold and silver.
We owned two (2) mineral properties acquired in January 2008 by issuing stock to the related parties that owned the properties. The purchase price was fully impaired. In February 2012 these claims were deemed surplus and were sold in May 2012.
In mid-2009, the Company resolved to change its corporate focus, moving from mining and exploration into bottled drinking water distribution.
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.
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 was 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.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management who is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles in the United States of America and have been consistently applied in the preparation of the financial statements. The financial statements are stated in United States of America dollars.
a) Organizational and Start-up Costs
Costs of start-up activities, including organizational costs, are expensed as incurred in accordance with ASC 720-15.
b) Income Taxes
The Company has adopted the Statement of Financial Accounting Standards No. 109 – “Accounting for Income Taxes” (ASC 740). ASC 740 requires the use of the asset and liability method of accounting of 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 temporary 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.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
c) Basic and Diluted Loss per Share
In accordance with ASC 260 – “Earnings per Share”, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilative. At March 31, 2018 the Company had no stock equivalents that were anti-dilutive and excluded in the earnings per share computation.
d) Estimated Fair Value of Financial Instruments
The carrying value of the Company’s financial instruments, consisting of accounts payable and accrued liabilities approximate their fair value due to the short-term maturity of such instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial statements.
e) Revenue Recognition
The company has had no revenues to date. It is the Company’s policy that revenues will be recognized in accordance with SEC Staff Accounting Bulletin (SAB) No. 104, "Revenue Recognition." Under SAB 104, product revenues (or service revenues) are recognized when persuasive evidence of an arrangement exists, delivery has occurred (or service has been performed), the sales price is fixed and determinable and collectability is reasonably assured.
f) Currency
The functional currency of the Company is the United States Dollar.
g) Use of Estimates
The preparation of the Company’s financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates.
h) Cash and Cash Equivalents
The Company considers all highly liquid debt instruments with an original maturity of three months or less to be cash equivalents.
i) Earnings (Loss) Per Share
Earnings (loss) per share of common stock are computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per share are not shown for periods in which the Company incurs a loss because it would be anti-dilutive.
j) Advertising Costs
The Company’s policy regarding advertising is to expense advertising
when incurred. The Company had not incurred any advertising expense as of March 31, 2018.
k) Other
The Company consists of one reportable business segment. The Company paid no dividends during the periods from inception April 2, 2007 to March 31, 2018.
l) Recent Accounting Pronouncements
The Company has evaluated the recent accounting pronouncements and believes that none of these will have a material effect on the company’s financial statements.
NOTE 3. 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 $204,323 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. Although we have a commitment from related parties to fund our minimum ongoing operations, there is no assurance that 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 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 $6,584 made up of principal amounting to $3,472 and accrued interest of $3,112
Loans payable to a closely associated business totaled $118,219 made up of principal amounting to $97,222 and accrued interest amounting to $20,997.
In aggregate, Loans Payable Related Parties to March 31, 2018 totaled $125,073 made up of $100,964 for principal and $24,109 for accrued interest.
NOTE 5. EQUITY
At March 31. 2018 we had zero preferred stock issued and outstanding 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, 2007
- 2,400,000 common shares issued for cash on May 11, 2009
- 4,285,000 common shares issued for accounts payable on June 1, 2009
- 3,315,000 common shares issued to a related party for loan payable on June 13, 2009
- 2,500,000 common shares issued for a mining property on June 15, 2009
- 17,000,000 common shares issued for a sub-distribution agreement on Sept 2, 2009
- (17,000,000) common shares returned for cancelled sub-distribution agreement January18, 2016
NOTE 6. 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 9: 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 or year ending March 31, 2018 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 March 31, 2018. There where no changes in our internal control over financial reporting during the period ended March 31, 2018 that have materially affected, or are reasonable likely to materially affect, or are reasonably likely to material affect, our internal control over financial reporting.
PART III - MANAGEMENT
ITEM 9: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following table sets forth the names and ages of our current directors and executive officers. Also the principal offices and positions with us held by each person and the date such person became our director, executive officer. Our Board of Directors appoints our executive officers. Our directors serve until the earlier occurrence of the election of his or her successor at the next meeting of stockholders, death, resignation or removal by the Board of Directors. There are no family relationships among our directors, executive officers, and director nominees.
Paul Andy Ruppanner Age 78
President, Chief Executive Officer, Chief Financial Officer and Director
Mr. Ruppanner is the Managing Director of Company Builders LLC, an operationally oriented consultancy focused on building strategically successful, sustainable businesses.
His experience includes senior executive assignments in both large and entrepreneurial companies. At IBM, Ruppanner’s assignments included executive management of sales and service organizations as well as executive leadership positions in IBM’s management development program, service planning and support of manufacturing and development and division/company starter. After IBM, he joined Office Depot as a Vice President to successfully develop a new technology division, which operated internationally as Tech Depot. Mr. Ruppanner holds an MBA from Emory University in Atlanta, Georgia and resides in Santa Fe, New Mexico with his family.
CODE OF ETHICS
The Company has not formally adopted a written code of ethics that applies to the Company's principal executive officer, principal financial officer or controller, or persons performing similar functions. Based on our small size, limited number of employees. early development stage and limited financial and human resources, we did not believe that normally adopting a written code of ethics would benefit the shareholders.
DIRECTOR INDEPENDENCE
At this time the Company does not have a policy that it’s directors or a majority be independent of management as the Company has at this time only one directors. It is the intention of the Company to implement a policy that a majority of the Board member be independent of the Company’s management as the member’s of the board of director’s increases. A Director is considered independent if the Board affirmatively determines that the Director (or an immediate family member) does not have any direct or indirect material relationship with the Company or its affiliates or any member of senior management of the Company or his or her affiliates. The term “affiliate” means any corporation or other entity that controls, is controlled by, or under common control with the Company, evidenced by the power to elect a majority of the Board of Directors or comparable governing body of such entity. The term “immediate family member” means spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in law, brothers- and sisters-in-laws and anyone (other than domestic employees) sharing the Director’s home.
COMMITTEES
We do not have audit, nominating, or compensation committees or committees performing similar functions nor a written nominating, compensation of audit committee charter. Our Board of Directors, consisting of one, as a whole decides such matters, including those that would be performed by a standing nominating committee. Our Board of Directors has not adopted any processes or procedures for considering executive and director compensation. We have not yet adopted an audit, compensation, or nominating committees because we have not sufficiently developed our operations and have generated no revenues since we changed our business model to development stage activities.
Additionally, we do not currently have any specific or minimum criteria for the election of nominees to our Board of Directors nor do we have any process or procedure for evaluating such nominees.
SHAREHOLDER COMMUNICATIONS
Our Board of Directors does not have any defined policy or procedure requirements for our stockholders to send communications to our Board of Directors, including submission of recommendations for nominating directors. We have not yet adopted a process for our security holders to communicate with our Board of Directors because we have not sufficiently developed our operations and corporate governance structure. We however invite any shareholders to contact us at the corporate address and telephone number,
BOARD OF DIRECTOR MEETINGS
No formal Board of Directors meetings were called during the year ended March 31, 2018. The Board of Directors which is comprised of one individual performs its meeting functions on specific matters by calling special meetings on an as required basis to deal with matters that requires Board action.
ANNUAL SHAREHOLDER MEETINGS
We have not yet held an annual shareholders meeting.
LEGAL MATTERS
None of our officers, directors, or persons nominated for such position, has been involved in legal proceedings that would be material to an evaluation of their ability or integrity, including:
| · | involvement in any bankruptcy; |
| · | involvement in any conviction in a criminal proceeding; |
| · | being subject to a pending criminal proceeding; |
| · | being subject to any order or judgment, decree permanently or temporarily enjoining barring, suspending or otherwise limiting their involvement in any type of business, securities or banking activities; and |
| · | being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. |
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act, as amended, requires that our directors, executive officers and persons who own more than 10% of a class of our equity securities which are registered under the Exchange Act to file with the Commission initial reports of ownership and reports of changes of ownership of such registered securities.
To our knowledge, based solely on a review of copies of such reports, no person required to file such a report failed to file a required report with respect to the fiscal year covered by this report.
ITEM 10: EXECUTIVE COMPENSATION
The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the year ended March 31, 2018.
Summary Compensation Table
| Name & Principle Position |
Year ($) |
Salary ($) |
Other Annual Compensation Bonus ($) |
Restricted Stock ($) |
Options Awards ($) | LTIP SARs ($) |
Payouts ($) |
All Other Compensation ($) |
|
Paul A Ruppanner Director, President CEO/CFO |
2018 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
There are no current employment agreements between the Company and its executive officers.
ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL SHAREHOLDERS
The following table presents certain information regarding the beneficial ownership of all shares of common stock at the date of this filing for each executive officer and director of our Company and for each person known to us who owns beneficially more than five percent (5%) of the outstanding shares of our common stock. The percentage ownership shown in such table is based upon the 30,100,060 common shares issued and outstanding.
| Name and Address Beneficial Owner | No. Of Shares | Ownership as at March 31, 2018 |
| Mountain Express Inc, 8 The Green, Suite 8,Dover, DE 19901 | 2,000,000 | 6.64% |
| Eagle Ridge Entertainment Inc, 5513 McKinley Road, China Township, MI 48054 | 2,100,000 | 6.977% |
| JLA-Enterprises Inc, 8 The Green, Suite 8 Dover, DE 19901 | 2,185.000 | 7.26% |
|
Trevor Blank (Past President) 859 S. Haskell, Central Point, OR 97502 |
15,000,000 |
49.83% |
|
Kenora Gold Corp, 7255 East San Alfredo Dr. Scottsdale AZ 85258 |
3,315,000 |
11.01% |
| Hillside Management Inc, 8 The Green, Suite 8 Dover, DE 19901 |
2,400,000 |
7.97% |
|
All 5% holders, Officers and Directors as a Group
|
25,000,000 |
83.05% |
(1) Each of the persons named above may be deemed to be a "parent" and “promoter" of the Company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his direct holdings in the Company.
ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Our management is involved in other business activities and may, in the future become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between our business and their other business interests. In the event that a conflict of interest arises at a meeting of our directors, a director who has such a conflict will disclose his interest in a proposed transaction and will abstain from voting for or against the approval of such transaction.
ITEM 13: 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 |
ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES
AMC Audit LLC became our current independent public accountants on Oct 12, 2016 following its acquisition of Seale & Beers CPAs on October 12, 2016. . In aggregate they billed $9,500 for the fiscal year ending March 31, 2018.
The amounts noted in the table below cover the services identified in the noted fiscal year:
|
Fiscal year-ended March 31, 2018 | |
| Audit fees | $ 9,500 |
| Audit-related fees | $ 0 |
| Tax fees | $ 0 |
| All other fees | $ 0 |
Audit fees consist of fees related to professional services rendered in connection with the audit of our annual financial statements. All other fees relate to professional services rendered in connection with the review of the quarterly financial statements.
Insomuch as we do not have an audit committee, our board of directors performs the functions of an audit committee. Section 10A(i) of the Securities Exchange Act of 1934 prohibits our auditors from performing audit services for us as well as any services not considered to be "audit services" unless such services are pre-approved by the board of directors (in lieu of the audit committee) or unless the services meet certain de minimis standards.
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.
TOA DISTRIBUTION SYSTEMS INC.
By: /s/ Andy Ruppanner
Andy Ruppanner
Chief Executive Officer, Chief Financial Officer, Secretary and Director
In accordance with the requirements of the Securities Act, this 10-K has been signed by the following persons in the capacities and on the dates stated.
| SIGNATURE | TITLE | DATE | ||
| /s/ Andy Ruppanner | Chief Executive Officer, Chief Financial Officer, Secretary, Director | June 26, 2018 | ||
| Andy Ruppanner | (Principal Executive Officer) |