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, 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)

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 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 June 30, 2018, 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 June 30, 2018, we had 30,100,060 shares of $0.001 par value common Stock outstanding,

- At June 30, 2018 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, 2018 and March 31, 2018	F-2
	Unaudited Condensed Statements of Operations for the three month period ended June 30, 2018 and June 30, 2017 respectively	F-3
	Unaudited Condensed Statements Cash Flows for the three month period ended June 30, 2018 and June 30, 2017 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 STATEMENTS 

(UNAUDITED) 

 

	Page
Unaudited Condensed Balance Sheets as at June 30, 2018 and March 31, 2018	F-2
Unaudited Condensed Statements of Operations for the three month period ended June 30, 2018 and June 30, 2017 respectively	F-3
Unaudited Condensed Statements Cash Flows for the three month periods ended June 30, 2018 and June 30, 2017 respectively	F-4
Notes to Unaudited Condensed Financial Statements	F-5 to F-7

 

 

TOA Distribution Systems Inc

(formerly known as Skyhigh Resources Inc)

Balance Sheets

Unaudited

 

			June			March
			30, 2018			31, 2018
ASSETS
Total Current Assets			—			—
LIABILITIES
Current Liabilities
Accounts Payable			100			—
Accrued Expenses			—			—
Loans Payable Related Parties- Principal (Note 5)			103,844			100,964
Loans Payable Related Parties- Accrued Interest (Note 5)			25,424			24,109
Total Current Liabilities		$	129,368		$	125,073
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 June 30, 2018 and March 31, 2018, respectively			30,100			30,100
Additional paid-in capital			49,150			49,150
Accumulated Deficit			(208,618	)		(204,323	)
Total Stockholders’ Equity (Deficit)		$	(129,368	)	$	(125,073	)
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)

Statements of Operations

Unaudited

 

			For the three			For the three
			months ended			months ended
			June 30, 2018			June 30, 2017
Revenue
Total Revenue		$	—		$	—
Expenses
General and Administrative			2,980			3,275
Total Expenses			2,980			3,275
Net Income (Deficit) from Operations			(2,980	)		(3,275	)
Other Income and (Expense)
Interest			(1,315	)		(1,155	)
Provision for Income Tax			—			—
Net Loss For The Period			(4,295	)		(4,430	)
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

 

 

TOA Distribution Systems Inc

(formerly known as Skyhigh Resources Inc)

Statements of Cash Flows

Unaudited

 

			For the three			For the three
			months ended			months ended
			June 30, 2018			June 30, 2017
Operating Activities
Net Income (Loss)			(4,295	)		(4,430	)
Adjustments To Reconcile Net Loss To Net Cash
Provided by Operations			—			—
Company Expenses paid by Related Parties			2,880			2,774
Change in Assets and Liabilities						—
Increase (decrease) accounts payable			100			—
Increase (decrease) in accrued expenses			—			500
Increase (Decrease) in Accrued Interest-Related Party			1,315			1,154
Increase (Decrease) in Loans Payable-Related Party			—			—
Net Cash Provided (Used) by Continuing Operating Activities			—			—
Investing Activities			—			—
Net Cash Provided (Used) by Investing Activities			—			—
Financing Activities
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:
Interest			1,315			1,154
Income Tax			—			—

 

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, 2018

Unaudited

 

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 January 18, 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”).

 

Interim financial statements are condensed and should be read in conjunction with the company’s latest annual financial 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 $208,618 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 3. 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 $6,945 made up of principal amounting to $3,742 and accrued interest of $3,203

 

Loans payable to a closely associated business totaled $122,323 made up of principal amounting to $100,102 and accrued interest amounting to $22,221.

 

In aggregate, Loans Payable Related Parties to June 30, 2018 totaled $129,268 made up of $103,844 for principal and $25,424 for accrued interest.

 

 

NOTE 4. EQUITY

 

At June 30. 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 5. 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

 

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.

 

We are currently in discussions with a company with a product directed at the cannabis and indoor agricultural products industry. Until we have completed our investigation and discussion of this and other possible other business opportunities no plan of action can be completed.

 

 

RESULTS OF OPERATIONS

 

Interim Periods:

 

No sales or income was recorded for the period ended June 30, 2018

 

Operating Costs and Expenses for three-month period ended June 30, 2018 compared to the same period ended June 30, 2017

 

For the three-month period ended June 30, 2018 compared to the same period ended in 2017.

 

Net losses incurred during the three month period ending June 30, 2018 were $4,295, little changed from the amount of $4,430 for the same period ended June 30, 2017.

 

General administrative expenses for three-month period ended June 30, 2018 were $2,980, a decrease of $295 compared to the amount of $3,275 for the same period ended June 30, 2017.

 

Interest cost for the three-month period ended June 30, 2018 were $1,315 an increase of $160 over the interest costs of $1,155 recorded for the three-month period ending June 30, 2017. The increase was as a result of the larger loan principal amount upon which interest was calculated.

 

SELECTED FINANCIAL INFORMATION

 

			June 30, 2018
Current Assets		$	—
Total Assets		$	—
Current Liabilities		$	(129,368	)
Stockholders' Equity		$	(129,368	)

 

LIQUIDITY AND CAPITAL RESOURCES

 

Our cash balance was nil on June 30, 2018. During this three month period ended June 30, 2018 we received loans from related parties amounting to $2,880 and have a commitment for any additional funds required to fund our limited levels of operations through March 31, 2019. We have not generated any revenue to date.

 

We have loans payable including interest amounting to $129,268 at June 30, 2018.

 

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, 2018. There were no changes in our internal controls over financial reporting during the period ended June 30, 2018 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 12, 2018
Andy Ruppanner		(Principal Executive Officer)