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, 2014





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.)





5700 University West Blvd West, Suite 304


Albuquerque, NM 87106


(Address of Principal Executive Offices) (Zip Code)


Former address


1791 Marcy Lynn Court, San Jose, CA 95124





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   ̈




1




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, 2014 was $ $0.00 based on common shares outstanding of 47,100,060.




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




47,100,060 shares of Common Stock, $0.001 par value, as of June 30, 2013




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




2





TABLE OF CONTENTS





PART I
5ITEM 1:  DESCRIPTION OF BUSINESS
13ITEM 2:  DESCRIPTION OF PROPERTY
13ITEM 3:  LEGAL PROCEEDINGS
13ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
13ITEM 5:  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
13ITEM 6:  MANAGEMENT DISCUSSION AND ANALYSIS
14PART II: FINANCIAL INFORMATION
22ITEM 7:  FINANCIAL STATEMENTS
22ITEM 8:  CONTROLS AND PROCEDURES
24PART III: MANAGEMENT
26ITEM 9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
29ITEM 10: EXECUTIVE COMPENSATION
29ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
29ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
30ITEM 13: EXHIBITS AND REPORTS
30ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES
31





3


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.




4


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 1,00,000 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.





As of the date of this 10-K filing we have not had any revenues and had not begun operations. We have a Sub-Distribution agreement with Taste of Aruba (US), Inc to distribute bottled water products.  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 2014. 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.





5





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 for sale  pending completion of a water bottling plant by Taste of Aruba  and we have no other product or service planned or announced 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.   Government approval  if and as required will be provided by Taste of Aruba during their production of the bottled water products.





MARKETS AND CUSTOMERS





We are in the pre development stage and presently have no operating assets or customers.





COMPETITION





There are many competitors in the bottled water industry. However, to our knowledge we are unaware of any that offer a biodegradable plastic bottle. Our bottle will completely break down in a landfill site with five years. We expect competition to become increasingly intensified in the future and there is no assurance that we can keep pace with the intense competition in this market. Many of our competitors have significantly greater brand recognition, customer bases, operating histories and financial and other resources. In addition, many companies have expanded the size of their operations by acquiring other complementary companies to form advantageous strategic alliances. Many of our competitors offer less effective but similar services at less cost than us and have the financial resources to create more attractive pricing.





GOVERNMENT REGULATION OR OTHER LEGAL UNCERTAINTIES MAY INCREASE COSTS AND OUR BUSINESS WILL BE NEGATIVELY AFFECTED.





We will be required to comply with many governmental regulations, although our supplier, Taste of Aruba will have the ultimate responsibility for the production and therefore the quality of the finished product. Our responsibility will apply to the education of our sales agents in the correct storage and distribution where to the best of our knowledge there are limited regulations.





ENVIRONMENTAL CONTROLS COULD CURTAIL OR DELAY THE SALE AND DISTRIBUTION OF THE PRODUCT AND IMACT OUR COSTS..





Our product is water that we purchase as a finished product, therefore we foresee no environmental concerns in that regard. The bottle in which the water is package is unique in the industry as it is biodegradable and will completely break down in a landfill site within five years





EMPLOYEES





Corporate Office




6





We currently have no employees. We use a related party-shareholder for bookkeeping services. 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 DEVELOPMENT STAGE COMPANY WITH NO OPERATING HISTORY IN THE BUSINESS OF BOTTLED WATER DISTRIBUTION.  ACCORDINGLY, YOU WILL HAVE NO BASIS UPON WHICH TO EVALUATE OUR ABILITY TO ACHIEVE OUR BUSINESS OBJECTIVES.





We  are  an  development stage  company  and  have  no  current  properties  or operations therefore it is difficult for potential  investors to evaluate our business.  Our proposed 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,  as well as those risks that are specific to the our industry.  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 depends upon the implementation of our business plan and our ability to enter into  agreements with third parties for the distribution of our water product 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 on the bottled water distribution industry in a single or limited business locations.  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.




7





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 our business, we will endeavour to use the business  relationships of our management to enter into strategic relationships, which may take the form of joint  ventures with private  parties and  contractual  arrangements  with other distribution 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  DISTRIBUTION OPERATIONS  OR MANAGE OUR GROWTH, WHICH MAY HARM OUR PROFITABILITY.





Our strategy  envisions  establishing and expanding our water distribution business.  If we fail to effectively  establish distribution outlets  and  thereafter  growth,  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.




8




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





Acquisition of distribution outlets, and future development and marketing activities, as well as our administrative requirements (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 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.




9




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 incurred a net loss of $13,620 for the year ended March 31, 2014. As at March 31, 2014 we had an accumulated deficit in the aggregate amount of $188,267.





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,  Seale & Beers CPAs LLC,  have added an explanatory paragraph to their audit opinion issued in connection with our consolidated financial statements for the period ended March 31, 2014  with respect to their doubt about our ability to continue. The Company has incurred operating losses since its inception in April 2007, and has  accumulated a deficit of $188,267 at March 31, 2014, 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 consolidated 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.




10




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-dealermake 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 Electronic Bulletin Board. To be eligible for quotation, issuers must remain current in their filings with the SEC. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficientrevenues to remain in compliance it may be difficult for you 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




11




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 5700 University West Blvd West, Suite 304, Albuquerque, NM 87106, formerly 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.





12




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 FINRA for the Company's shares to be quoted on the OTCBB. 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.





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.


13


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 to FINRA for the Company's shares to be quoted on the OTCBB. 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.





Subject to receiving adequate funding and the water product being available, to market the Taste of Aruba products we will selectively target various distribution outlets / locations such as airports, trade shows, exhibitions and other public activities which attract large gatherings of people.





RESULTS OF OPERATIONS





Results of Operations for the Year Ended March 31, 2014 compared to March 31, 2013.





No sales or income was recorded for the year





Operating Costs and Expenses





Total expenses incurred for the Year Ended March 31, 2014 totalling $13,620 compared to $17,132, a reduction of $3,624 over the same period ending March 31, 2013.





General and Administration costs amounted to $11,472 in the year ended March 31, 2014 compared to $15,096 during same period ended March 31, 2013. The reduction amounting to $3,624 is made up of reduced office and bank charges in the amount of $94, reduced filing fees in the amount of $1,075 and reduced stock transfer fees in the amount of  $2,455.





Interest expense for the Year Ended March 31, 2014 totalled $2,148, which was an increase of $112 over the amount of $2,036 for the period ended March 31, 2013.




SELECTED FINANCIAL INFORMATION




March 31, 2014Current Assets

$
-Total Assets

$
-Current Liabilities

$
(66,517
)Stockholders' Equity

$
(66,517
)


LIQUIDITY AND CAPITAL RESOURCES





Our cash balance is nil at March 31, 2014. We have arranged for sufficient addition loans to fund our limited levels of operations until March 31, 2015


We are a development stage company and have 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.




14




We have loans payable including interest amounting to $57,630 due November 2015, accounts payable amounting to $3,337. We have accrued expenses for the last quarter ending March 31, 2014 amounting to $5,550 for estimated professional and filing fees. We will have adequate funds available 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 consolidated 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 Consolidated Financial Statements as of March 31, 2014 and 2013 and for each of years in the two-year period ended March 31, 2014. 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.




15





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, 2014 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 debt instruments 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.




16





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, 2014 and 2013.





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, 2014.





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 consolidated audited financial statements for the fiscal year ended March 31, 2014 follow. These financial statements include as well, accumulated costs from inception on April 2, 2007 to March 31, 2014





FINACIAL STATEMENTS





PageReport of Independent Registered Public Accounting Firm
F-1Financial Statements:Balance Sheet
F-2Statement of Operations
F-3Statement of Cash Flow
F-4Statement of Shareholders Equity
F-5Notes to Financial Statements
F-6  to  F-10




17







SEALE AND BEERS, CPAs


PCAOB REGISTERED AUDITORS


www.sealebeers.com





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders of


TOA Distribution Systems Inc.


(A Development Stage Company)





We have audited the accompanying balance sheets of TOA Distribution Systems Inc. (A Development Stage Company) as of March 31, 2014 and 2013, and the related statements of operations, stockholders’ equity (deficit) and cash flows for each of the years in the two-year period ended March 31, 2014 and since inception on April 2, 2007 through March 31, 2014. TOA Distribution Systems Inc.’s management is responsible for these financial statements.  Our responsibility is to express an opinion on these financial statements based on our audits.





We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting.  Accordingly we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.





In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of TOA Distribution Systems Inc. (A Development Stage Company) as of March 31, 2014 and 2013, and the related statements of operations, stockholders’ equity (deficit) and cash flows for each of the years in the two-year period ended March 31, 2014 and since inception on April 2, 2007 through March 31, 2014, in conformity with accounting principles generally accepted in the United States of America.





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, 2014, 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/ Seale and Beers, CPAs


Seale and Beers, CPAs


Las Vegas, Nevada


June 25, 2014




50 S. Jones Blvd. Suite 201 Las Vegas, NV 89107 Phone: (888)727-8251 Fax: (888)782-2351




18








TOA Distribution Systems Inc(formerly known as Skyhigh Resources Inc)A Development Stage CompanyCondensed Balance SheetsAudited  At March


At March31, 2014


31, 2013ASSETSCash

$
-


$
518Total Current Assets


-



518LIABILITIESCurrent LiabilitiesAccounts Payable


3,337



5,987Accrued Expenses


5,550



5,255Loans Payable Related Parties- Principal (Note 6)


49,609



36,299Loans Payable Related Parties- Accrued Interest (Note 6)


8,021



5,874Total Current Liabilities

$
66,517


$
53,415STOCKHOLDERS’ EQUITYCapital StockPreferred Shares - 10,000,000 Shares Authorized, at $0.001per share - Zero Issued and OutstandingCommon Stock - 250,000,000 authorized at $0.001 par value47,100,060 Issued and Outstanding at March 31, 2014and March 31, 2013, respectively


47,100



47,100Additional paid-in capital


74,650



74,650Deficit Accumulated During the Development Stage


(188,267
)


(174,647
)Total Stockholders’ Equity (Deficit)

$
(66,517
)

$
(52,897
)Total Liabilities and Stockholders’ Equity

$
-


$
518
  The accompanying notes are an integral part of these Financial Statements
  19
  TOA Distribution Systems Inc(formerly known as Skyhigh Resources Inc)A Development Stage CompanyCondensed Statements of OperationsAudited  CumulativeAmountsfrom Date ofIncorporationApril 2, 2007At March


At March 31,


to March 31,31, 2014



2013



2014Revenue

$
0


$
0


$
0ExpensesGeneral and Administrative


11,472



15,096



108,029Impairment Expense-Mining Claim










26,250Impairment Expense-Distribution Agmt










42,500Total Expenses


11,472



15,096



176,779Net Loss from Operations


(11,472
)


(15,096
)


(176,779
)Other Income and (Expense)Foreign Exchange










33Interest


(2,148
)


(2,036
)


(11,521
)Provision for Income Tax










-Net Loss For The Period(13,620
)


(17,132
)


(188,267
)Basic And Diluted Loss Per Common Share

$
(0.00
)

$
(0.00
)Weighted Average Number of Common Shares Outstanding


47,100,060



47,100,060




The accompanying notes are an integral part of these Financial Statements
 20
  TOA Distribution Systems Inc(formerly known as Skyhigh Resources Inc)A Development Stage CompanyCondensed Statements of Cash FlowsAudited


Cumulative Amountsfrom Date ofIncorporation April 2,At March 31,


At March


2007 to March 31,2014



31, 2013



2014Operating ActivitiesNet Income (Loss)


(13,620
)


(17,132
)


(188,267
)Adjustments To Reconcile Net Loss To Net CashProvided by Operations


-



-



-Stock Issued for Company Expenses paid by Related Parties


-



-



22,000Company Expenses paid by Related Parties


13,310



10,375



53,230Impairment of mining Property


-



-



26,250Impairment -Distribution License


-



-



42,500Change in Assets and LiabilitiesIncrease (decrease) accounts payable


(2,650
)


3,032



3,337Increase (decrease) in accrued expenses


295



395



5,550Increase (Decrease) in Accrued Interest-Related Party


2,147



2,036



10,669Increase (Decrease) in Loans Payable-Related Party


-



-



564Increase (Decrease) in Accrued Interest-Others


-



-



-Net Cash Provided (Used) by Continuing Operating Activities


(518
)


(1,294
)


(24,167
)Investing ActivitiesNet Cash Provided (Used) by Investing Activities


-



-



-Financing ActivitiesCash provided by (Used for) Notes Payable Related Party


-



-



13,577Cash provided by (Used for) Notes Payable- Others


-







4,590Stock Issued for Cash


-



-



6,000Net Cash Provided (Used) by Financing Activities


-



-



24,167Increase (Decrease) in Cash from Continuing Operations


(518
)


(1,294
)


-Cash and Cash Equivalents at Beginning of Period


518



1,812



-Cash and Cash Equivalents at End of Period


-



518



-Supplemental InformationCash Paid For:Income Taxes


-



-



-Non-Cash ActivitiesStock issued for services


-



-



3,000Stock issued for Interest Payable


-



-



287Stock issued for Accounts Payable


-



-



10,713Stock Issued for mining claims


-



-



26,250Stock Issued for Distribution Agreement


-



-



42,500Contributed Capital- sale of mineral claims to Related Parties


-



25,000



25,000Interest


2,148



1,088



10,669




The accompanying notes are an integral part of these Financial Statements





21




TOA Distribution Systems Inc(formerly known as Skyhigh Resources Inc)A Development Stage CompanyCondensed Statements of Stockholders’ Equity (Deficit)From Inception April 2, 2007 through March 31, 2014Audited
  DeficitAccumulatedDuring theCommon Stock


Paid-In


Development


Stockholders'Shares



Amount


Capital


Stage


EquityBalance, April 2, 2007 (Date of Inception)

$
--


$
$-- $--Common Stock issued for cash at $0.0001per share on December 13, 2007


15,000,000



15,000



(13,500
)





1,500Common Stock issued for debt at $0.0025per share on December 13, 2007


600,000



600



900






1,500Common Stock issued for mining property at $0.01 per share on January 10, 2008


2,000,000



2,000



18,000






20,000Deficit for Period from Inception on April 2, 2007 to March 31, 2008














(10,472
)


(10,472
)Balance March 31, 2008


17,600,000



17,600



5,400



(10,472
)


12,528Deficit for 3 months ended March 31,2009














(38,246
)


(38,246
)Balance March 31, 2009


17,600,000



17,600



5,400



(48,718
)


(25,718
)Common Stock issued for Cash at $0.0025per share on May 11, 2009


2,400,000



2,400



3,600







6,000Common Stock issued for accounts payable-related party at $0.0025 per share on June 1, 2009


4,285,000



4,285



6,428







10,713Common Stock issued for loan payable at $0.0025 per share on June 13, 2009


3,315,000



3,315



4,972







8,287Common Stock issued for mining property at $0.0025 per share on June 15, 2009


2,500,060



2,500



3,750







6,250Common Stock issued for sub-distribution agreement at $0.0025 per share onSeptember 2, 2009


17,000,000



17,000



25,500







42,500Deficit for the year ended March 31, 2010














(74,388
)


(74,388
)Balance March 31, 2010


47,100,060



47,100



49,650



(123,106
)


(26,356
)Deficit for the year ended March 31, 2011














(7,803
)


(7,803
)Balance March 31, 2011


47,100,060



47,100



49,650



(130,909
)


(34,159
)Deficit for the year ended March 31, 2012














(26,606
)


(26,606
)Balance March 31, 2012


47,100,060



47,100



49,650



(157,515
)


(60,765
)Contributed Capital- Note 6










25,000







25,000Deficit for the year ended March 31, 2013














(17,132
)


(17,132
)Balance March 31, 2013


47,100,060



47,100



74,650



(174,647
)


(52,897
)Deficit for the year ended March 31, 2014














(13,620
)


(13,620
)Balance March 31, 2014


47,100,060



47,100



74,650



(188,267
)


(66,517
)
  The accompanying notes are an integral part of these Financial Statements
 22





TOA Distribution Systems Inc


(formerly known as Skyhigh Resources Inc)


A Development Stage Company


Notes to Financial Statements


March 31, 2014





NOTE 1.                      BASIS OF PRESENTATION





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





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




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.




The water product is made from desalinated seawater, is filtered through coral calcium and will be further enhanced by the addition of electrolytes then bottled in Taste of Aruba’s proprietary biodegradable bottles. The products will be marketed to retail locations that currently handle bottled water such as display cases in food beverage marketer at airports, food chain store, and sublicensing to bulk dealers and will include the use of vending machines located at high traffic locations.





The Company owned two (2) mineral properties, which were acquired by issuing stock to related parties and which had been fully impaired. These claims were deemed surplus, had been held for sale for about two years and were sold in May 2012.




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.




23


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.





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, 2014 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.





24








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, 2014.





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, 2014.





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 $188,267 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.                      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 5.                      SUB-DISTRIBUTION AGREEMENT





On September 2, 2009 the Company signed an Exclusive Sub-Distribution Agreement (“Agreement”) with Taste of Aruba (US) Inc, a State of Nevada Incorporated company, owner and master distributor of products from Taste of


Aruba-Premium Aruban Water. Under the Agreement, the Company will distribute in the United States, its territories and insular areas in the Caribbean and Pacific and Canada, bottled water produced under license in Aruba by Water Energy Company-Aruba. To maintain the Agreement, the Company will be required to meet certain product sales volumes after Taste of Aruba commences production. The start of production by Taste of Aruba had been delayed due to its inability to complete funding arrangements which is now reported to be eminent. If Taste of Aruba receives funding as projected, the production facility is expected to be complete in the second quarter of 2015.


Payment for the Agreement cost of $42,500, which was fully impaired on acquisition, was paid by the issuance of 17,000,000 post dividend shares of the Company’s common restricted stock issued in accordance with ASC 505-50-30-6 at $0.025 per share.





The Company periodically reviews for impairment its long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Management has determined that its Distribution Agreement asset requires impairment. As no sale activities have occurred, no product is yet available for sale and funds to establish a sales and distribution operation have not been secured.




25




NOTE 6.                      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 president totaled $5,309 made up of principal amounting to $3,660 and accrued interest of $1,649.





Loans payable to a closely associated business totaled $52,321; made up of principal amounting to $45,949 and accrued interest amounting to $6,372.





In aggregate, Loans Payable Related Parties to March 31, 2014 totaled $57,629 made up of $49,609 for principal and $8,021 for accrued interest.





NOTE 7.                      EQUITY





At a special shareholders meeting held August 13, 2009, the shareholders approved the change of the Company’s name to TOA Distribution Systems Inc, approved charges to the authorized capital which included creation of 10,000,000 shares of preferred stock at a par value of $0.01 per share and increased the authorized common stock to 250,000,000 with a par value of $0.001 per share. As well, the shareholders approved a 10 for 1 forward stock split of the outstanding shares. All share amounts shown in these financial statements have been adjusted retroactively to account for the forward stock split.





At March 31. 2013 we had zero preferred stock issued and outstanding and had 47,100,060 common shares issued and outstanding, which were issued on the dates and 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




NOTE 8.                      CONTRIBUTED SURPLUS





The Company owned two (2) mineral claims that had been deemed surplus and fully impaired. On to May 1, 2012 these claims were sold to a related party to whom the Company had loans payable. The terms of the sale was a reduction of the loans payable and proportionate accrued interest in aggregate amounting to Twenty-Five Thousand Dollar, ($25,000.00), an extension on the due date of the loan to November 13, 2013, a reduction of the rate of interest payable to 5% and the issuance by the purchaser of shares in two private companies. These shares were valued by the Company at $0 value therefore there was no impact on the financial statements. The Company distributed the shares equally to each of the shareholders of the Company.




NOTE 9.                      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.




26





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 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, 2014. There where no changes in our internal  control over financial  reporting during the  period  ended  March 31, 2014 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.




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Paul Andy Ruppanner           Age 74


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, now operating 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, 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 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.




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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, 2014. The Board of Directors which is comprised of one individual performs it 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.




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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, 2014.





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

President CEO & CFO/Director
2014
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 47,100,060 common shares issued and outstanding.





Name and Address Beneficial Owner (1)
No. Of Shares
Ownership as atBefore Offering
March 31, 2014Trevor Blank (Past President)859 S. Haskell, Central Point, OR 97502
15,000,000
31.85%Kenora Gold Corp7255 East San Alfredo Dr
3,315,000
7.04%Scottsdale AZ 85254Hillside Management Inc113 Barkdale Professional Centre
2,400,000
5.10%Newark DE 19711Taste of Aruba7702 E Doubletree Ranch Road
17,000,000
36.09%Scottsdale AZ 85258All 5% holders, Officers and Directorsas a Group
42,540,000
89.17%





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(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


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ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES





Seale and Beers, CPAs  independent  public  accountants,  are our  principal accountants.  They billed the following fees for the services indicated in the following fiscal years:





Fiscal year-ended March 31, 2014Audit fees
$ 9,750Audit-related fees
$        0Tax fees
$        0All 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.


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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 28, 2014Andy Ruppanner

(Principal Executive Officer)





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