UNITED STATES



SECURITIES
AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM
10-K



☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended
October 31, 2014



☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period
from _____ to _____.





3DX Industries, Inc.

(Exact name of small business
issuer as specified in its charter)



|                             |                                                                                                                |                       
|---------------------------- | -------------------------------------------------------------------------------------------------------------- | ----------------------
|Nevada                       | 333-156594                                                                                                     | 46-4485465            
|(State or other jurisdiction | (Commission File Number)                                                                                       | (IRS Employer         
|of Incorporation)            |                                                                                                                | Identification Number)
|                             | 6920 Salashan Parkway, Suite D-101
        Ferndale, WA 98248
        (Address of principal executive offices) |                       
|                             | 360-244-4339                                                                                                   |                       
|                             | (Registrant’s Telephone Number)                                                                                |                       





Securities registered pursuant
to Section 12(b) of the Exchange Act:

None



Securities registered pursuant
to Section 12(g) of the Exchange Act:

Common Stock, $0.001
par value



Indicate by check mark if the registrant is
a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes☐No☑



Indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes☐No☑



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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☑No☐



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 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☐No☑



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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.☐



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of
"large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.



|Large accelerated filer☐ | Accelerated filer  ☐        
|------------------------ | ----------------------------
|Non-accelerated filer  ☐ | Smaller Reporting Company  ☑



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



The aggregate market value of the voting and
non-voting common equity held by non-affiliates of the registrant was $6,026,185.20,
based upon the price ($1.40) at which the common stock was last sold as of April 30, 2014, the last business day of the registrant’s
most recently completed second fiscal quarter, multiplied by the approximate number of shares of common stock held by persons other
than executive officers, directors and five percent stockholders of the registrant without conceding that any such person is an
“affiliate” of the registrant for purposes of the federal securities laws.



As of February 13, 2015, there were 37,462,000 shares of the registrant’s
$0.001 par value common stock issued and outstanding.



Documents Incorporated By Reference:  None













3DX INDUSTRIES, INC.

TABLE OF CONTENTS

|         |  |                                                                                                              | Page No.
|-------- |  | ------------------------------------------------------------------------------------------------------------ | --------
|         |  |                                                                                                              |         
|         |  | PART I                                                                                                       |         
|         |  |                                                                                                              |         
|Item 1.  |  | Business                                                                                                     | 3       
|Item 1A. |  | Risk Factors                                                                                                 | 5       
|Item 1B. |  | Unresolved Staff Comments                                                                                    | 5       
|Item 2.  |  | Properties                                                                                                   | 6       
|Item 3.  |  | Legal Proceedings                                                                                            | 7       
|Item 4.  |  | Mine Safety Disclosures                                                                                      | 7       
|         |  |                                                                                                              |         
|         |  | PART II                                                                                                      |         
|         |  |                                                                                                              |         
|Item 5.  |  | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 7       
|Item 6.  |  | Selected Financial Data                                                                                      | 8       
|Item 7.  |  | Management’s Discussion and Analysis of Financial Condition and Results of Operations                        | 8       
|Item 7A. |  | Quantitative and Qualitative Disclosures About Market Risk                                                   | 11      
|Item 8.  |  | Financial Statements and Supplementary Data                                                                  | 12      
|Item 9.  |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         | 26      
|Item 9A. |  | Controls and Procedures                                                                                      | 26      
|Item 9B. |  | Other Information                                                                                            | 27      
|         |  |                                                                                                              |         
|         |  | PART III                                                                                                     |         
|         |  |                                                                                                              |         
|Item 10. |  | Directors, Executive Officers and Corporate Governance                                                       | 28      
|Item 11. |  | Executive Compensation                                                                                       | 31      
|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               | 32      
|Item 13. |  | Certain Relationships and Related Transactions, and Director Independence                                    | 33      
|Item 14. |  | Principal Accounting Fees and Services                                                                       | 34      
|         |  |                                                                                                              |         
|         |  | PART IV                                                                                                      |         
|         |  |                                                                                                              |         
|Item 15. |  | Exhibits and Financial Statement Schedules                                                                   | 35      
|         |  | Signatures                                                                                                   | 36      











FORWARD-LOOKING STATEMENTS

This
Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,
as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates
and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,”
“believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify
forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties
and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially
from those expressed or forecasted. These risks and uncertainties include the following:



| | · | The availability and adequacy of our cash flow to meet our requirements;
| | - | ------------------------------------------------------------------------

| | · | Economic, competitive, demographic, business and other conditions
in our local and regional markets;
| | - | ----------------------------------------------------------------------------------------------------

| | · | Changes or developments in laws, regulations or taxes in our industry;
| | - | ----------------------------------------------------------------------

| | · | Actions taken or omitted to be taken by third parties including
our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Competition in our industry;
| | - | ----------------------------

| | · | The loss of or failure to obtain any license or permit necessary
or desirable in the operation of our business;
| | - | ---------------------------------------------------------------------------------------------------------------

| | · | Changes in our business strategy, capital improvements or development
plans;
| | - | ----------------------------------------------------------------------------

| | · | The availability of additional capital to support capital improvements
and development; and
| | - | -------------------------------------------------------------------------------------------

| | · | Other risks identified in this report and in our other filings
with the Securities and Exchange Commission or the SEC.
| | - | ----------------------------------------------------------------------------------------------------------------------



This report should be read completely and
with the understanding that actual future results may be materially different from what we expect. The forward looking statements
included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring
after the date of this Report. We will not update forward-looking statements even though our situation may change in the future
and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or
otherwise.



Use of Term



Except as otherwise indicated
by the context, references in this report to “Company”, “DDDX”, “we”, “us”
and “our” are references to 3DX Industries, Inc. All references to “USD” or United States
Dollars refer to the legal currency of the United States of America.





|ITEM 1. | BUSINESS
|------- | --------



Corporate Background



3DX Industries, Inc. (the
“Company”) was incorporated in the state of Nevada on October 23, 2008 under the name Ukragro Corporation. The Company’s
principal activity is manufacturing and is located near Bellingham WA, USA. The Company manufactures consumer and corporate products
using an additive manufacturing method through 3D Metal printing technology and conventional precision manufacturing processes.



On January 29, 2010, the
Company filed an amendment to its articles of incorporation changing its name to Amarok Resources, Inc. In the same amendment,
the Company changed its authorized capital to 175,000,000 shares of common stock at a restated par value of $.001.



On November 18, 2013, the
Company filed a Certificate of Amendment to its Articles of Incorporation (the “Amendment”) with the Secretary of State
of Nevada.  As a result of the Amendment, the Company (1) has changed its name with the State of Nevada from Amarok Resources,
Inc. to 3DX Industries, Inc. and (2) increased its authorized capital to 185,000,000 shares, consisting of 175,000,000 shares of
Common Stock, par value $0.001 per share and 10,000,000 shares of preferred stock, par value $0.001 per share. The Company’s
name change was declared effective by FINRA on November 22, 2013. Additionally, the Company changed its symbol from “AMOK”
to “DDDX;” the symbol change was declared effective by FINRA on December 23, 2013. In addition, the Company’s
Board of Directors authorized a 50:1 reverse stock split. All references to shares outstanding in this filing have been restated
to reflect the indicated reverse stock split.



Business Summary



3DX Industries, Inc. is
a public company trading on the OTCQB market under the symbol DDDX. The Company was previously traded under the symbol “AMOK”
and was engaged in the acquisition, exploration and development of mineral properties on an international scale for future commercial
development and production. The Company focused primarily on projects with Gold, Silver and base metal potential. Due to a downturn
in the resource and exploration sector, the Company decided that a new business focus would be beneficial and changed its name
to 3DX Industries, Inc., effective November 22, 2013. 3DX Industries, Inc.’s new business focus is in the manufacturing sector
through additive manufacturing and precision machining including 3D Metal printing. On December 18, 2013, the Company entered into
an Equipment Purchase Agreement with Roger Janssen pursuant to which the Company purchased certain assets of Key Manufacturing
(Key), a precision manufacturing company with over 30 years in the industry. As of October 31, 2014, the Company has not yet generated
revenues from operations.



The Company’s manufacturing
services will include additive manufacturing through its 3D Metal Printing and Composite Printing Systems, and more traditional
manufacturing methods using CNC precision machining processes. 3DX uses a binder jet additive manufacturing system for 3D Metal
printing. The 3D Metal printing process materializes an object—or mold for an object—layer by layer out of powdered
material, a chemical binder and a digital file. The process of metal printing allows for the creation, or materialization of Complex
internal geometries, undercuts, angled passages and multi-piece assemblies with accuracy and less waste/environmental impact. The
3D Printing Process is highly accurate and capable of printing complex geometric parts.



3









The Company uses a Composite
printing system for its plastic parts and for some initial prototype work to give clients the look and feel of the finished part
or object prior to final production. 3DX also has a fully operational CNC machine shop in house consisting of fifteen various CNC
machining centers including four fanuc robo-drills and numerous additional support equipment. Having a precision machining center
under the same roof as our additive manufacturing systems allows for the complete one stop shop advantage we offer to our customers.
3DX will continually seek to expand the range of size and geometric complexity of the parts we can make using these processes The
Company will continue to expand the variety of materials we are able to support and to identify additional manufacturing processes
to which we can apply using the latest technology in order to better serve our client base.



We have the ability to
serve product developers worldwide who bring new ideas to market in the form of products, industrial and consumer, containing one
or more custom parts and components. Many of these product developers use 3D CAD software to create digital models representing
their custom part designs that are then used to create physical parts for prototyping, functional testing, market evaluation and/or
production. Custom prototype parts play a critical role in the product development process, as they provide product developers
with the ability to confirm their intended performance requirements and explore design alternatives.



Additive manufacturing
processes such as 3D Metal Printing and 3D Composite Printing can be used to quickly and efficiently produce a physical representation
of a part or product. As technology in this area continues to evolve these parts are becoming more accurate and in many instances
are able to meet the product developers’ requirements for dimensional accuracy, cosmetics and material properties. There
are instances where the use of more traditional manufacturing processes is required such as CNC Precision machining, in order to
finalize the proto-type or production part. As a supplement to additive manufacturing, our CNC machining facility can be used to
produce extreme precision, high-quality custom parts in metal or plastic. Initial functional testing, market evaluation and production
run tests are typically manufactured using our 3D Composite Printing System. With the advancement of technology in the additive
manufacturing arena, 3D Metal Printing and Composite Printing can yield a part with the look, feel and performance of the finished
product.



The ability to meet our
clients’ needs both in the additive manufacturing sector and in the traditional precision machining arena will make 3DX Industries
a leader in the manufacturing market. Having both processes in house is a significant time and cost saving advantage for 3DX’s
clients and will allow 3DX to integrate seamlessly into the metal printing market. 3DX is in a position to provide 3D Metal Printing,
3D Composite Printing, Precision Tooling, 3D Rapid Proto-Typing, CNC Milling, Large Capacity Milling and Injection Mold Tooling.



Competition



We
compete in a marketplace that is still primarily using conventional methods of product-making and prototype development and the
market is currently limited to major manufacturing corporations mainly for in house product development. Our Companyfocus
is on the design and manufacture of industrial and consumer products using both 3D metal printing technology and conventional precision
machining. This is a massive market covering a range of industries from aviation, automotive, military and medical to consumer
products, such as Jewelry and Fashion, as well as technology proto-type products and equipment. Using 3D metal printing technology,
3DX will have the capability to provide products and services to anyone requiring a manufactured part.



We
believe that we have competitive strengths that position us favorably and will enable us to become a leader in our markets. We
also believe that currently there are few “job shop” type manufacturers such as 3DX, capable of offering precision
machining services, 3D Metal printing and 3D Composite printing. Having all of these manufacturing process’s under one roof,
and the expertise to integrate these process’s we believe is an advantage to our customers and sets us apart from many of
our competitors. However, our industry is evolving rapidly and other companies, including potentially larger and more established
companies with developed technological capabilities, may begin to focus on our market. As reported by Grand View Research, “some
key industry participants include Stratasys Inc., 3D Systems Corporation, Envisiontec GmbH, and Materialise NV. Intensifying competition
is expected to result in lowered prices and increased shipments in the 3D printing market in the coming years. With products maturing
rapidly, and iteratively enhancing technology reducing the gap between objects made using this form of printing and conventional
methods, the market is expected to witness growing demand” through 2020. See generally Grand View Research, 3D Printing
Market Analysis By Application (Automotive, Aerospace, Medical), By Raw Material (Polymers, Metals, Ceramic) And Segment Forecasts
To 2020, published December 2013.These companies could more directly compete with us, along with our existing competitors,
and both could also launch new products and services that we do not offer that may quickly gain market acceptance. Any of the foregoing
could adversely affect our ability to attract customers.



4







Industry Trends



3D Metal Printing is quickly
becoming known throughout the manufacturing industry as “cutting edge” as 3D printers can manufacture everything from
toys to automotive parts. Not to be confused with 3D Plastic Printing, which has been around for some time, 3D Metal printing is
a new and innovative method that will change the way products are currently manufactured.



Manufacturing can be described
as either additive or subtractive. Subtractive manufacturing, which includes milling and lathing, is comparable to sculpting wherein
a manufacturer starts with a block of metal which is chipped and shaved away until a statue or engine part emerges. In comparison,
additive manufacturing is conducted through the successive layering of materials, without the intervention of cutting, drilling,
etc., which come together in order to make one metal piece. Additive manufacturing is a more efficient process that can be used
to create designs that cannot be made using traditional techniques. This technology differs from mass production, which results
in a large volume of identical parts at low cost. While the majority of the items produced using this process have been mock-ups
and prototypes, producers are migrating towards manufacturing low-volume products to be used across various industries. The foremost
advantage of this technology is the production of spare parts which cannot be easily obtained otherwise.



3D printing helps in the
production of reliable products and lowers the need for iterative product development, thus decreasing the time-to-market of new
products. Furthermore, the process alleviates the wastage of raw material as in the case of machining, since only the amount of
material necessary for the part under printing is used.Although these techniques are in the process of change, much of manufacturing
today still falls in the subtractive category.



Government Regulation

We
are subject to various local, state and federal laws, regulations and agencies that affect businesses generally. These include,
but are not limited to:



| | · | Regulations promulgated by federal and state environmental and health
agencies;
| | - | -------------------------------------------------------------------------------

| | · | The federal Occupational Safety and Health Administration;
| | - | ----------------------------------------------------------

| | · | The U.S. Foreign Corrupt Practices Act;
| | - | ---------------------------------------

| | · | Laws pertaining to the hiring, treatment, safety and discharge of
employees;
| | - | ----------------------------------------------------------------------------

Environmental Matters



Compliance with federal,
state and local laws and regulations relating to the discharge of materials into the environment or otherwise relating to the protection
of the environment has not had a material impact on capital expenditures, earnings or the competitive position of the Company.
We are not the subject of any legal or administrative proceeding relating to the environmental laws of the United States. We have
not received any notices of any violations of any such environmental laws



WHERE YOU CAN GET ADDITIONAL INFORMATION



More information about
the Company can be found on the Company’s website at www.3dxindustries.com. Additionally, we file annual, quarterly
and current reports, proxy statements and other information with the SEC. You may read and copy our reports or other filings made
with the SEC at the SEC’s Public Reference Room, located at 100 F Street, N.E., Washington, DC 20549. You can obtain information
on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also access these reports and other
filings electronically on the SEC’s web site, www.sec.gov.



|ITEM 1 A. | RISK FACTORS
|--------- | ------------



We are a smaller reporting
company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this
item.



|ITEM 1B. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------



None.



5







|ITEM 2. | PROPERTIES
|------- | ----------



Our current business address
is 6920 Salashan Pkwy Suite D101, Ferndale, WA 98248. Our telephone number is 360-244-4339. The space is approximately 8,588 square
feet. We currently rent this space for approximately $4,502.00 per month. The lease terminates on February 29, 2016. It is our
belief that the space is adequate for our immediate needs. Additional space may be required as we expand our operations. We do
not foresee any significant difficulties in obtaining any required additional facilities. We do not presently own any real property.



Rodeo Creek Project, Nevada



On February 22, 2010, the
Company entered into an agreement with Carlin Gold Resources, Inc., (“Carlin”) in which Carlin assigned the Company
all of its rights, title, and interest in an exploration agreement between it and Trio. The assigned exploration agreement was
dated January 28, 2010. On March 23, 2012, the Company and Trio entered into an agreement that modified certain terms of the original
Agreement (the “Modified Agreement”). During the earn-in-period, the Company is to provide $5,500,000 in funding to
cover operational costs. Under the original Agreement, $1,500,000 was to be funded during the 2010 budget year, $2,000,000 was
to be funded during the 2011 budget year and $2,000,000 was to be funded during the 2012 budget year. The Modified Agreement eliminates
the annual funding requirements and extends the due date of the $5,500,000 funding to December 31, 2013. Under the original Agreement,
the Company was required to pay a minimum annual royalty during the earn-in period to Trio of which $75,000 was paid upon signing
of the Agreement, $100,000 was paid on April 1, 2011 and $150,000 was to be paid on April 1, 2012. Under the Modified Agreement,
the $150,000 payment due April 1, 2012 has been deferred and will be due and payable on or before April 1, 2013 and will be applied
against the $5,500,000 funding. In consideration for modifying the terms of the original Agreement and extending the due date,
the Company issued Trio 2,788 restated shares of its common shares valued at $11,152, which was charged to operations and included
in exploratory costs.



In addition, pursuant to
the original agreement the Company is required to issue Trio shares of its common stock equaling 0.20% of its total issued and
outstanding as of February 22, 2010. Upon expenditure of a minimum of $2,000,000 on the claims, Trio shall receive an additional
0.10% of the Company’s issued and outstanding common shares. Upon expending a minimum of $4,000,000 on the claims, Trio shall
receive an additional 0.10% of the Company’s issued and outstanding common shares. Upon expenditure of $5,500,000 on the
claims, Trio shall receive a final 0.10% of the Company’s issued and outstanding common shares. All shares issued shall be
restricted common shares and will be stamped with the applicable hold period. On February 22, 2010, the Company issued 2,884 restated
shares of its common stock to Trio valued at $242,323, based upon the trading price of the shares on the date of issuance. On October
25, 2011, the Company issued 1,442 shares of its common stock to Trio valued at $5,769, based upon the trading price of the shares
on the date of issuance. On March 23, 2012, the Company issued 2,788 restated shares of its common stock to Trio valued at $11,152,
based upon the trading price of the shares on the date of issuance. The values of the shares have been charged to operations and
included in exploration costs.



Once the Company has provided
$5,500,000 in funding for the project, the Company and Trio shall fund the operational costs jointly, with the Company providing
75% of the funds and Trio providing 25% of the funds. As of the date of this annual report, the Company funded a total of $2,400,000
in the property’s operational costs as defined under the Modified Agreement. The funds paid have been charged to operations
and included in exploratory costs. As it continues to be difficult to raise funds for exploration projects at this time, management
is reviewing its commitment to Rodeo Creek and will be reviewing its options relating to continued involvement in this project.



On February 13, 2013, the
Company entered into an agreement with Trio to modify the terms of the above indicated final minimum royalty payment of $150,000,
which was due on April 1, 2013. In exchange for paying $15,000 upon the signing of the agreement and $5,000 on August 1, 2013,
the due date of the remaining $130,000 is extended to October 1, 2013, with the date when the full $5,500,000 must be spent on
the Rodeo Claims is extended to December 31, 2014. Of the $20,000 that is due, $15,000 was paid on February 20, 2013 and $5,000
was paid on March 15, 2013. The $20,000 was charged to exploratory costs.



The Company failed to pay
the required $130,000 that was due on October 1, 2013 and is in default under the agreement..



In December 2014, the Company
notified Trio of its intent to terminate its agreement on the Rodeo Creek Property. The Company will have no further interest in
this project. The Company has earned a 2% Net Smelter Royalty on the property and has granted Trio the exclusive right and option
at any time to buy back 100% of the Royalty by paying to the Company a cash consideration of $3,000,000.00 (USD) (the “Buy
Back Option”). The Buy Back Option may be exercised at any time in part by Trio paying $1,500,000.00 (USD) for each one percent
(1%) of the Royalty purchased by Trio.



McNeil Claims, Canada



The McNeil property is
located within the Abitibi Greenstone belt, approximately 30 miles southeast of Timmins, Ontario, Canada and approximately 35 miles
west of Kirkland Lake, Ontario, Canada. On October 8, 2013, the Company entered into an agreement with Trio Gold Corp. to assign
all of its claims to Trio subject to it spending a total of CDN $5mm on or before December 31, 2018. The agreement calls for an
exploration expenditure of CDN $500,000 on or before December 31, 2015, a further CDN $2.0mm on or before December 31, 2017 and
a final CDN $2.5mm on or before December 31, 2019. Once the $5mm is expended, the claims will be assigned to Trio, and in exchange,
Trio will grant the Company a 5% Net Smelter Return on production. The NSR can be purchased from the Company by Trio for a total
of CDN $2mm per each 1%, totaling CDN $10mm



Night Hawk Property



The
Company had staked 35 claims on property adjacent to the McNeil known as the Night Hawk Property. The Night Hawk Claims border the McNeil claims to the west and consist of approximately 17,350 acres. The Company did not have
sufficient funds to pay the fees required to renew the 35 claims and on October 8, 2013 it assigned its total interest in these
claims to Trio in exchange for a 5% royalty on the net smelter returns generated from these claims. The Company granted Trio the
option to purchase each 1% royalty interest for $2,000,000(CND). Trio was unable to raise sufficient funds for the development
and required fee payments on the claims by November 2014 and as a result Trio has forfeited the claims resulting in a termination
of the royalty option. The Company no longer has any interest in the claims.



6







Cueva Blanca Gold
Property



On April 16, 2010, the
Company entered into an agreement with St. Elias Mines Ltd. (“St. Elias”) in which the Company was given an option
to earn a 60% interest, subject to a 1.5% net smelter royalty (“NSR”) in the Cueva Blanca gold property (1,200 hectares)
in Northern Peru, which is wholly owned by St. Elias. Under the terms of the letter agreement, it is possible for the Company to
acquire a 60% interest in the Property (subject to a 1.5% NSR) in consideration of:



(a) making cash payments of $200,000
to St. Elias over a two-year period;

(b) issuing 100,000 common shares
in the capital of Amarok to St. Elias; and

(c) incurring at least $1,500,000
in exploration expenditures on the property over a three-year period.



In addition, the Company
shall have the right to purchase one-half of the 1.5% NSR from St. Elias for the sum of $1,500,000, thereby reducing the NSR payable
to from 1.5% to 0.75%.



The Company’s first
payment of $10,000 was paid on June 24, 2010. On April 27, 2011, the agreement between St. Elias and Amarok was formally terminated
by St. Elias. As of January 31, 2012, the Company paid a total of $27,603 in fees towards property maintenance costs on the Cueva
Blanca property.



The company has no further
interest in this project.





|ITEM 3. | LEGAL PROCEEDINGS
|------- | -----------------



We know of no material,
existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending
litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.





|ITEM 4. | MINE SAFETY DISCLOSURES
|------- | -----------------------



Not Applicable.



PART II



|ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS MARKET INFORMATION
|------- | ----------------------------------------------------------------------------------------



Our common stock has been
quoted on the Over the Counter Bulletin Board (OTCQB) since March 6, 2009 under the symbol “UKRA”. Subsequently, the
Company changed its name to Amarok Resources and was quoted under the symbol “AMOK” from February 23, 2010 until December
23, 2013. On November 22, 2013, the Company’s name change from Amarok Resources, Inc. to 3DX Industries, Inc. became effective.
Subsequently on December 23, 2013, the Company’s symbol changed from “AMOK” to “DDDX”. Because we
are quoted on the OTCQB Bulletin Board, our common stock may be less liquid, receive less coverage by security analysts and news
media, and generate lower prices than might otherwise be obtained if it were listed on a national securities exchange.



The following table sets
forth, for the fiscal quarters indicated, the high and low sales prices per share of our common stock, as derived from quotations
provided by Yahoo Finance. Such quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may
not represent actual transactions.



|                                            |  | BID
    PRICE PER SHARE(1)
|------------------------------------------- |  | --------------------------
|                                            |  |                           
|                                            |  |                           
|First Quarter (Nov. 1, 2012-Jan. 31, 2013)  |  | $                         
|Second Quarter (Feb. 1, 2013-Apr. 30, 2013) |  | $                         
|Third Quarter (May 1, 2013-Jul. 31, 2013)   |  | $                         
|Fourth Quarter (Aug. 1, 2013-Oct. 31, 2013) |  | $                         
|First Quarter (Nov. 1, 2013-Jan. 31, 2014)  |  | $                         
|Second Quarter (Feb. 1, 2014-Apr. 30, 2014) |  | $                         
|Third Quarter (May 1, 2014-Jul. 31, 2014)   |  | $                         
|Fourth Quarter (Aug. 1, 2014-Oct. 31, 2014) |  | $                         



(1) The historical bid price per share retroactively reflects the
1 for 50 reverse split that was declared effective by FINRA on November 22, 2013.



7







Record Holders



Total shares of common
stock issued and outstanding as of the date February 13, 2015 was 37,462,000, held by approximately 59 shareholders of record based
on information provided by our transfer agent.



Recent Sales of Unregistered Securities;



On November 23, 2013, Thirty
Million (30,000,000)shares of restricted common stock were issued to the Company’s
CEO, Roger Janssen, pursuant to his Executive Employment Agreement dated December 18, 2013



On March 10, 2014, the
Company issued 4,880,000 shares of restricted common stock, at a conversion rate of $0.01 per share in cancellation of debt totaling
$41,361



On August 4, 2014, the
Company issued 1,000,000 shares of restricted common stock at a cost basis of $0.001 per share, pursuant a Conversion Notice related
to certain convertible debts outstanding.



Re-Purchase of Equity Securities



None



Dividends



Effective February 23,
2010, the Company authorized a 60:1 stock split.



On September 26, 2013 (the
“Record Date”), the Company’s Board of Directors and shareholders holding the majority of issued and outstanding
common stock approved a One (1) for Fifty (50) reverse stock split of its $0.001 par value common stock (the “Reverse Split”).
The Reverse Split was declared effective by FINRA on November 22, 2013 (the “Effective Date”).The reverse stock split
affected all of the Company’s stockholders uniformly and did not affect any stockholder’s percentage ownership interests
in the Company, except to the extent that the reverse stock split resulted in fractional share ownership. Further, any outstanding
options, warrants and rights to purchase common stock as of the Effective Date were also subject to the adjustment and were decreased
accordingly.



Other than the foregoing,
we have never declared or paid any cash dividends on our common stock nor do we anticipate paying any in the foreseeable future.
Furthermore, we expect to retain any future earnings to finance our operations and expansion. The payment of cash dividends in
the future will be at the discretion of our Board of Directors and will depend upon our earnings levels, capital requirements,
any restrictive loan covenants and other factors the Board considers relevant.



Securities Authorized for Issuance Under
Equity Compensation Plans



None



|ITEM 6. | SELECTED FINANCIAL DATA
|------- | -----------------------



We are a smaller reporting
company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this
item.



|ITEM 7. | MANAGEMENTS’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONA ND RESULTS OF OPERATIONS
|------- | --------------------------------------------------------------------------------------



This Annual Report on
Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections.
We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,”
“foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking
statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other
factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from
those expressed or forecasted. You should read this report completely and with the understanding that actual future results may
be materially different from what we expect. The forward looking statements included in this report are made as of the date of
this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update
forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking
statements, whether as a result of new information, future events or otherwise.



RESULTS OF OPERATIONS



Plan of Operation



As of October 31, 2014,
we had $2,074 of cash on hand. We incurred operating expenses in the amount of $6,125,471 during the year ended October 31, 2014,
of which $4,800,000 was stock-based compensation. These operating expenses were comprised of general and administrative expenses,
professional fees, directors’ and consulting fees, impairment losses and other miscellaneous expenses.



The
Company is in the early stage of operations and has not yet generated any revenues.  Management cannot guarantee that
the Company will be successful in its business operations and the Company’s business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources and possible cost overruns.

Our current
cash holdings will not satisfy our liquidity requirements and we will require additional financing to pursue our planned business
activities. We are in the process of seeking equity and or debt financing to fund our operations over the next 12 months; however,
management provides no assurance that future financing will be available to the Company on acceptable terms.  If financing
is not available on satisfactory terms, the Company may be unable to continue, develop, or expand its operations.  Equity
financing could result in additional dilution to the Company’s existing shareholders.



Revenues



The Company
did not generate any revenues during the years ended October 31, 2014 and 2013.



8







Expenses



For the year
ended October 31, 2014, total operating expenses were $6,125,471 as compared to $436,272 for the year ended October 31, 2013.
This is a 1,304% increase in operating expenses for 2014 compared to 2013 and can be attributed to 1) a one-time impairment loss
on our mining properties of $689,710; 2) an increase in officer’s compensation of $4,925,200 ($0 in 2013 compared to $4,925,200
in 2014; previously officers were compensated via management fees paid to a related company; management fees were $11,000 in 2014,
compared to $328,077 in 2013); 3) an increase in research and development of $186,514($0
in 2013 compared to $186,514in 2014), and;
an increase in general and administrative expenses of $185,702($18,641 in 2013 compared to $204,316in 2014).



|Working Capital     |  |   |                  |   |  |   |                  |   |  |   |            |  
|------------------- |  | - | ---------------- | - |  | - | ---------------- | - |  | - | ---------- | -
|                    |  |   | October 31, 2014 |   |  |   | October 31, 2013 |   |  |   | Difference |  
|Current Assets      |  | $ | 3,688            |   |  | $ | 3,660            |   |  | $ | (28        | )
|Current Liabilities |  | $ | 1,087,603        |   |  | $ | 465,421          |   |  | $ | (622,182   | )
|Working Capital     |  | $ | (1,083,915       | ) |  | $ | (461,761         | ) |  | $ | (622,154   | )



|Cash Flows                                 |  |   |                             |   |  |   |                             |  
|------------------------------------------ |  | - | --------------------------- | - |  | - | --------------------------- | -
|                                           |  |   | Year Ended October 31, 2014 |   |  |   | Year Ended October 31, 2013 |  
|Net Cash (Used) in Operating Activities    |  | $ | (288,246                    | ) |  | $ | (95,164                     | )
|Net Cash (Used) in Investing Activities    |  | $ | (102,630                    | ) |  | $ | —                           |  
|Net Cash Provided by Financing Activities  |  | $ | 390,490                     |   |  | $ | 78,800                      |  
|Net Effect of Foreign Currency Translation |  | $ | —                           |   |  | $ | —                           |  
|Net (Decrease)  in Cash During the Period  |  | $ | (386                        | ) |  | $ | (16,364                     | )



Interest
Expense

Interest
expense for the year ended October 31, 2014 totaled $(50,486) and mainly consisted of interest accruing on certain outstanding
accounts and notes payable. Interest expense for the twelve months ended October31,
2013 was $(10,276).

Liquidity and Capital Resources



Growth of our operations
will be based on our ability to internally finance from operating cash flows, and the ability to raise funds through equity and/or
debt financing to increase sales and production. Our primary sources of liquidity are: (i) investor loans; and (ii) financing activities.
Our cash balance as of October 31, 2014 is $2,074.



Our Company has funded
some of its operations through debt financing with related and non-related party transactions,



The
Company is not aware of any known trends, events or uncertainties which may affect its future liquidity.





9







Critical Accounting Policies



Our financial statements
and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on
a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
periods.



We regularly evaluate the
accounting policies and estimates that we use to prepare for financial statements. A complete summary of these policies is included
in the notes to our financial statements. In general, management’s estimates are based on historical experience, on information
from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances.
Actual results could differ from those estimates made by management.



Going Concern



For the year ended October
31, 2014, our Company had a working capital deficit of $1,083,985. We have not attained profitable operations and are dependent
upon obtaining financing to pursue any extensive activities. For these reasons, our auditors stated in their report on our audited
financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.



Future Financing



We will continue to rely
on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will
result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities
or arrange for debt or other financing to fund our business and ongoing operations.



Inflation



The amounts presented in
the financial statements do not provide for the effect of inflation on our operations or financial position.  The net operating
losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts
that represent replacement costs or by using other inflation adjustments.



Off-Balance Sheet Arrangements



As of October 31, 2014,
we had no off-balance sheet transactions that have had, or are reasonably likely to have, a current or future effect on our financial
condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or
capital resources that are material to stockholders.



10







Contractual Obligations



We are a smaller reporting
company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this
item.



Recently Issued Accounting Pronouncements



On June 10, 2014, FASB
issued Accounting Standards Update No. 2014-10, Development Stage Entities. The update removes the definition of a development
stage entity from FASB ASC 915 and eliminates the requirement for development stage entities to present inception-to-date information
on the statements of operations, cash flows and stockholders’ deficit. The Company early adopted this standard for the period
covered by the report herein.





Other than as noted above
the Company has not implemented any pronouncements that had material impact on the financial statements and the Company does not
believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial
position or results of operations.





|ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|-------- | ----------------------------------------------------------



We are a smaller reporting
company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this
item.





11







|ITEM 8. | FINANCIAL STATEMENTS
|------- | --------------------



3DX INDUSTRIES, INC.

(FORMERLY AMAROK RESOURCES, INC.

INDEX TO FINANCIAL STATEMENTS



OCTOBER 31, 2014



|Financial Statements                                                                |  | Page
|----------------------------------------------------------------------------------- |  | ----
|                                                                                    |  |     
|Reports of Independent Registered Public Accounting Firms                           |  | F-1 
|                                                                                    |  |     
|Balance Sheets as of October 31, 2014 and October 31, 2013                          |  | F-3 
|                                                                                    |  |     
|Statements of Operations for the years ended October 31, 2014 and October 31, 2013, |  | F-4 
|                                                                                    |  |     
|Statements of Stockholders’ Equity November 1, 2012 to October 31, 2014             |  | F-5 
|                                                                                    |  |     
|Statements of Cash Flows for the years ended October 31, 2014 and October 31, 2013, |  | F-6 
|                                                                                    |  |     
|Notes to Financial Statements                                                       |  | F-7 















REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM





To the Board of Directors and Stockholders

3DX Industries Inc.

Ferndale, WA



We have audited the accompanying balance sheet of 3DX Industries,
Inc. (the “Company”) as of October 31, 2014 and the related statements of operations, shareholders’ deficit,
and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on our audit.



We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit 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 audit provides 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 the Company as of October 31, 2014, and the results of its operations
and its cash flows for the year then ended, 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 1 to the financial statements, the Company suffered losses
from operations and has a working capital deficiency, which raises substantial doubt about its ability to continue as a going concern.
Management’s plans regarding those matters also are described in Note 1. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.





MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

February 13, 2015



F-1













REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM



To the Board of Directors and

Stockholders of 3DX Industries, Inc.

(formerly Amarok Resources, Inc.)

(An Exploration Stage Company)



We have audited the accompanying balance sheet
of 3DX Industries, Inc. (formerly Amarok Resources, Inc.) as of October 31, 2013, and the related statement of operations, stockholders’
deficit, and cash flows for the year ended October 31, 2013. 3DX Industries, Inc.’s management
is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements
based on our audit.



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 audit 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 3DX Industries, Inc. (formerly Amarok Resources, Inc.)
as of October 31, 2013, and the results of its operations and its cash flows for the year ended October 31, 2013, 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 1 to the financial statements,
the Company has incurred net losses from operations and has no source of revenues, which raise substantial doubt about its ability
to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.



________________________

Certified Public Accountants

Salt Lake City, Utah

February 13, 2014

F-2







3DX INDUSTRIES, INC.

(Formerly Amarok Resources, Inc.)

Balance Sheets



|                                                                                                                                                                                  |  | October
    31, |            
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------- | -----------
|                                                                                                                                                                                  |  | 2014            |            
|Assets                                                                                                                                                                            |  |                 |            
|Current
    assets                                                                                                                                                                |  |                 |            
|Cash
    and cash equivalents                                                                                                                                                     |  | $               | 2,074      
|Security
    deposit                                                                                                                                                              |  |                 | —          
|Prepaid
    insurance                                                                                                                                                             |  |                 | 1,614      
|Total
    current assets                                                                                                                                                          |  |                 | 3,688      
|                                                                                                                                                                                  |  |                 |            
|Mining
    properties                                                                                                                                                             |  |                 | 0          
|                                                                                                                                                                                  |  |                 |            
|Property
    and equipment                                                                                                                                                        |  |                 |            
|Manufacturing
    equipment                                                                                                                                                       |  |                 | 1,254,571  
|Furniture
    and fixtures                                                                                                                                                        |  |                 | 638        
|Computer
    equipment                                                                                                                                                            |  |                 | 1,005      
|Less
    accumulated depreciation                                                                                                                                                 |  |                 | (75,585    
|Total
    property and equipment                                                                                                                                                  |  |                 | 1,180,629  
|                                                                                                                                                                                  |  |                 |            
|Other
    assets                                                                                                                                                                  |  |                 |            
|Website
    development (net of accumulated amortization
    of $1,691 and $636)                                                                                                  |  |                 | 2,429      
|Security
    deposit                                                                                                                                                              |  |                 | 4,275      
|Total
    other assets                                                                                                                                                            |  |                 | 6,704      
|                                                                                                                                                                                  |  |                 |            
|Total
    assets                                                                                                                                                                  |  | $               | 1,191,021  
|Liabilities
    and stockholders' equity                                                                                                                                          |  |                 |            
|Current
    liabilities                                                                                                                                                           |  |                 |            
|Accounts
    payable and accrued expenses                                                                                                                                         |  | $               | 331,595    
|Payables
    to related parties                                                                                                                                                   |  |                 | 149,135    
|Equipment
    purchase payable - current portion                                                                                                                                  |  |                 | 196,378    
|Accrued
    compensation - related party, convertible                                                                                                                             |  |                 | 174,000    
|Current
    portion of note payable - unrelated party                                                                                                                             |  |                 | 236,495    
|Total
    current liabilities                                                                                                                                                     |  |                 | 1,087,603  
|                                                                                                                                                                                  |  |                 |            
|Long-term
    liabilities                                                                                                                                                         |  |                 |            
|Equipment
    purchase payable                                                                                                                                                    |  |                 | 479,362    
|Convertible
    note payable - related party                                                                                                                                      |  |                 | 500,000    
|Convertible
    notes payable - unrelated party                                                                                                                                   |  |                 | 157,541    
|Note
    payable - unrelated parties                                                                                                                                              |  |                 | 52,897     
|Total
    long-term liabilities                                                                                                                                                   |  |                 | 1,189,800  
|                                                                                                                                                                                  |  |                 |            
|Total
    liabilities                                                                                                                                                             |  |                 | 2,227,403  
|                                                                                                                                                                                  |  |                 |            
|Stockholders'
    equity                                                                                                                                                          |  |                 |            
|Preferred
    stock, $.001 par value, 10,000,000 shares authorized, none
    outstanding                                                                                          |  |                 | —          
|Common
    stock, 175,000,000 shares authorized, $0.001 par value, 37,461,409 shares issued at
    October 31, 2014  and 1,581,409 issued and outstanding
    at October 31, 2013 |  |                 | 37,461     
|Additional
    paid-in capital                                                                                                                                                    |  |                 | 14,931,530 
|                                                                                                                                                                                  |  |                 |            
|Accumulated deficit                                                                                                                                                               |  |                 | (16,055,373
|                                                                                                                                                                                  |  |                 |            
|Total
    stockholders' equity                                                                                                                                                    |  |                 | (1,086,382 
|                                                                                                                                                                                  |  |                 |            
|Total
    liabilities and stockholders' equity                                                                                                                                    |  | $               | 1,194,021  



The Accompanying notes are an integral
part to the financials



F-3







3DX INDUSTRIES, INC.

(Formerly Amarok Resources, Inc.)

Statement of Operations





|                                                                                        |  | For the Year Ended |            
|--------------------------------------------------------------------------------------- |  | ------------------ | -----------
|                                                                                        |  | October 31,        |            
|                                                                                        |  | 2014               |            
|                                                                                        |  |                    |            
|Revenue                                                                                 |  | $                  | —          
|                                                                                        |  |                    |            
|Operating
    expenses                                                                  |  |                    |            
|Exploratory
    costs, including stock based compensation     of $0 and $0              |  |                    | —          
|Impairment
    loss                                                                     |  |                    | 689,710    
|Contributed
    services                                                                |  |                    | 76,640     
|Officer's
    compensation, including stock-based compensation     of $4,800,000 and $0 |  |                    | 4,887,449  
|Management
    fees, including stock-based compensation
    of $0 and $148,077          |  |                    | 146,000    
|Professional
    services                                                               |  |                    | 64,384     
|Rent                                                                                    |  |                    | 51,593     
|Other
    general and administrative expenses                                           |  |                    | 198,733    
|Total
    operating expenses                                                            |  |                    | 6,114,509  
|                                                                                        |  |                    |            
|Other
    income (expense)                                                              |  |                    |            
|Net
    gain on settlement of indebtedness                                              |  |                    | (4,831,200 
|Interest
    expense                                                                    |  |                    | (50,486    
|Total
    other income (expense)                                                        |  |                    | (4,881,686 
|                                                                                        |  |                    |            
|Net
    loss                                                                            |  | $                  | (10,996,195
|                                                                                        |  |                    |            
|Net
    loss per common share -                                                         |  |                    |            
|basic
    and diluted                                                                   |  | $                  | (0.33      
|                                                                                        |  |                    |            
|Weighted
    average number of common                                                   |  |                    |            
|shares
    outstanding                                                                  |  |                    | 33,434,888 



The Accompanying notes are an integral
part to the financials



F-4







3DX INDUSTRIES, INC.

(Formerly Amarok Resources, Inc.)

Statement of Changes in Stockholders’
Equity

For the Period from November 1, 2012 to October
31, 2014





|                                                        |  |              |            |  |         |   |        |             |  | Additional |            |  |  |        |             |   |  |   |            
|------------------------------------------------------- |  | ------------ | ---------- |  | ------- | - | ------ | ----------- |  | ---------- | ---------- |  |  | ------ | ----------- | - |  | - | -----------
|                                                        |  | Common Stock |            |  | Paid-in |   |        | Accumulated |  |            |            |  | 
|                                                        |  | Shares       |            |  | Amount  |   |        | Capital     |  |            | Deficit    |  |  | Totals |            
|Balance, October 31, 2012                               |  |              | 1,581,409  |  |         |   | 1,581  |             |  |            | 5,138,333  |  |  |        | (4,612,630  | ) |  |   | 527,284    
|Compensation recognized on option grant                 |  |              | —          |  |         |   | —      |             |  |            | 148,077    |  |  |        | —           |   |  |   | 148,077    
|Net loss for period                                     |  |              | —          |  |         |   | —      |             |  |            | —          |  |  |        | (446,548    | ) |  |   | (446,548   
|Balance, October 31, 2013                               |  |              | 1,581,409  |  |         |   | 1,581  |             |  |            | 5,286,410  |  |  |        | (5,059,178  | ) |  |   | 228,813    
|Issuance of common stock for services                   |  |              | 30,000,000 |  |         |   | 30,000 |             |  |            | 4,770,000  |  |  |        | —           |   |  |   | 4,800,000  
|Issuance of common stock in cancelation of indebtedness |  |              | 4,880,000  |  |         |   | 4,880  |             |  |            | 4,875,120  |  |  |        | —           |   |  |   | 4,880,000  
|Issuance of common stock on conversion of indebtedness  |  |              | 1,000,000  |  |         |   | 1,000  |             |  |            | —          |  |  |        | —           |   |  |   | 1,000      
|Net loss for period                                     |  |              | —          |  |         |   | —      |             |  |            | —          |  |  |        | (10,996,195 | ) |  |   | (10,996,195
|Balance, October 31, 2014                               |  |              | 37,461,409 |  |         | $ | 37,461 |             |  | $          | 14,931,530 |  |  | $      | (16,055,373 | ) |  | $ | (1,086,382 



The Accompanying notes are an integral
part to the financials



F-5







3DX INDUSTRIES, INC.

(Formerly Amarok Resources, Inc.)

Statement of Cash Flows



|                                                                                    |  | For the Year Ended
|----------------------------------------------------------------------------------- |  | ------------------
|                                                                                    |  | October 31,       
|                                                                                    |  | 2014              
|Cash
    flows from operating activities:                                           |  |                   
|Net
    loss                                                                        |  | $                 
|Adjustments
    to reconcile net loss to net cash
    used in operating activities: |  |                   
|Depreciation
    expense                                                            |  |                   
|Amortization
    expense - conversion feature on accrued compensation               |  |                   
|Amortization
    expense - website development                                      |  |                   
|Net
    loss on settlement of debt                                                  |  |                   
|Impairment
    loss                                                                 |  |                   
|Stock-based
    compensation                                                        |  |                   
|Contributed
    services and rent                                                   |  |                   
|Changes
    in operating assets and liabilities                                     |  |                   
|(Increase)
    decrease in prepaid expenses                                         |  |                   
|Increase
    (decrease) in accounts payable                                         |  |                   
|Increase
    (decrease) in accounts payable - related party                         |  |                   
|Increase
    in accrued interest                                                    |  |                   
|Increase
    in accrued compensation - related parties                              |  |                   
|Net
    cash used in operating activities                                           |  |                   
|Cash
    flows from investing activities:                                           |  |                   
|Investments
    in mining properties                                                |  |                   
|Equipment
    purchases                                                             |  |                   
|Website
    development                                                             |  |                   
|Net
    cash used in investing activities                                           |  |                   
|Cash
    flows from financing activities:                                           |  |                   
|Proceeds
    from third party borrowing                                             |  |                   
|Repayments
    on third party borrowing                                             |  |                   
|Proceeds
    from related party borrowing                                           |  |                   
|Repayments
    on related party borrowing                                           |  |                   
|Net
    cash provided by financing activities                                       |  |                   
|Increase
    (decrease) in cash                                                     |  |                   
|Cash
    - beginning of period                                                      |  |                   
|Cash
    - end  of period                                                           |  | $                 
|Supplemental
    disclosures of cash flow information:                              |  |                   
|Interest
    paid                                                                   |  | $                 
|Income
    taxes paid                                                               |  | $                 

|Non-cash investing and financing activities:
|--------------------------------------------
|                                            
|                                            
|                                            
|                                            
|                                            
|                                            
|                                            
|                                            
|                                            
|                                            
|                                            
|                                            
|                                            
|                                            
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The Accompanying notes are an integral
part to the financials





F-6





3DX Industries, Inc.

(Formerly Amarok Resources, Inc.)

(An Exploratory Stage Company)

Notes to the Financial Statements





NOTE 1 -
ORGANIZATION AND BASIS OF PRESENTATION



Amarok Resources, Inc. (“Amarok”
or the “Company”) was incorporated in the state of Nevada on October 23, 2008 under the name Ukragro Corporation. The
Company’s principal activity is the exploration and development of mineral properties for future commercial development and
production.



On September 26, 2013, the Company filed an
amendment to the Company’s Articles of Incorporation and changed the Company’s name from Amarok Resources, Inc. to
3DX Industries, Inc. and increased the number of shares authorized to 185,000,000 of which 175,000,000 have been designated common
shares and 10,000,000 have been designated preferred shares. Also on September 26, 2013, the Company authorized a 50:1 reverse
stock split. The accompanying financial statements have been restated to reflect the change in capital and stock split as if they
occurred at the Company’s inception.



Going Concern



The Company has
incurred net losses since inception, and as of October 31, 2014 had a combined accumulated deficit of $16,055,373 and had negative
working capital of $1,083,915.These
conditions raise substantial doubt as to the Company's ability to continue as a going concern. These financial statements do not
include any adjustments that might result from the outcome of this uncertainty. These financial statements do not include any adjustments
relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that
might be necessary should the Company be unable to continue as a going concern.



Management recognizes that the Company must
generate additional funds to enable it to continue operating. Management intends to raise additional financing through debt and
or equity financing and by other means that it deems necessary, with the goal of moving forward and sustaining a prolonged growth
in its strategy phases. However, no assurance can be given that the Company will be successful in raising additional capital. Further,
even if the company raises additional capital, there can be no assurance that the Company will achieve profitability or positive
cash flow. If management is unable to raise additional capital and expected significant revenues do not result in positive cash
flow, the Company will not be able to meet its obligations and may have to cease operations.





NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES



Cash and Cash Equivalents



The Company considers all highly liquid debt
instruments and other short-term investments with a maturity date of three months or less, when purchased, to be cash equivalents.



Mining Costs



Costs incurred to purchase, lease or otherwise
acquire property are capitalized when incurred. General exploration costs and costs to maintain rights and leases are expensed
as incurred. Management periodically reviews the recoverability of the capitalized mineral properties. Management takes into consideration
various information including, but not limited to, historical production records taken from previous mining operations, results
of exploration activities conducted to date, estimated future prices and reports and opinions of outside consultants. When it is
determined that a project or property will be abandoned or its carrying value has been impaired, a provision is made for any expected
loss on the project or property.



Property and Equipment



Property and equipment are stated at cost.
Major renewals and improvements are charged to the asset accounts while replacements, maintenance and repairs that do not improve
or extend the lives of the respective assets are expensed. At the time property and equipment are retired or otherwise disposed
of, the asset and related accumulated depreciation accounts are relieved of the applicable amounts. Gains or losses from retirements
or sales are credited or charged to income.



In June 2014, the Company commenced testing
its equipment and began producing prototypes. Depreciation expense classified to operations for the year ended October 31 2014
and 2013 amounted $75,585 and $0, respectively.



Long-Lived Assets



The Company accounts for its long-lived assets
in accordance with Accounting Standards Codification (“ASC”) Topic 360-10-05, “Accounting for the Impairment
or Disposal of Long-Lived Assets.” ASC Topic 360-10-05 requires that long-lived assets be reviewed for impairment whenever
events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The
Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from
the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment
loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value. The Company
determined that the carrying cost of its mining properties were fully impaired and for the year ended October 31, 2014, the Company
charged $689,710 to impairment loss.



Use of Estimates



The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results
could differ from those estimates.



Fair Value of Financial Instruments



Pursuant to ASC No. 820, “Fair
Value Measurements and Disclosures,” the Company is required to estimate the fair value of all financial instruments
included on its balance sheet as of October 31, 2014. The Company’s financial instruments consist of accounts payables and
notes and loans payable. The Company considers the carrying value of such amounts in the financial statements to approximate their
fair value due to the short-term nature of the respective instrument.



Loss Per Share of Common Stock



The Company follows Accounting Standard Codification
Topic No. 260, “Earnings Per Share” (“ASC No. 260”) that requires the reporting of both basic and diluted
earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders
by the weighted average number of common shares outstanding for the period. The calculation of diluted earnings (loss) per share
reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted
into common stock. In accordance with ASC No. 260, any anti-dilutive effects on net earnings (loss) per share are excluded. Potential
common shares at October 31, 2014 that have been excluded from the computation of diluted net loss per share include an option
to convert approximately $4,117 in fees due Santeo Financial Corporation at October 31, 2014 into 4,117,060 common shares. Potential
common shares at October 31, 2013 that have been excluded from the computation of diluted net loss per share include an option
to convert approximately $174 in fees due Santeo Financial Corporation at October 31, 2013 into 173,762 common shares



Convertible Debt Instruments



If the conversion features of conventional
debt instruments provides for a rate of conversion that is below market value at issuance, this feature is characterized as a
beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20
“Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount
related to the BCF, and the Company amortizes the discount to operations over the life of the debt using the effective interest
method. The Company was not required to record any BCF’s on any of the convertible debt it issued during the years ended
October 31, 2014 and 2013.

F-7







Issuances Involving Non-Cash Consideration



All issuances of the Company’s
stock for non-cash consideration have been assigned a dollar amount equaling the market value of the shares issued on the date
the shares were issued for such services. The non-cash consideration received pertains to officer’s compensation and consulting
services.



Stock-Based Compensation



The Company accounts for stock-based
compensation under Accounting Standard Codification Topic 505-50, “Equity-Based Payments to Non-Employees.” This topic
defines a fair-value-based method of accounting for stock-based compensation. In accordance with the Topic, the cost of stock-based
compensation is measured at the grant date based on the value of the award and is recognized over the vesting period. The value
of the stock-based award is determined using Binomial or Black-Scholes option-pricing models, whereby compensation cost is the
excess of the fair value of the award as determined by the pricing model at the grant date or other measurement date over the amount
that must be paid to acquire the stock. The resulting amount is charged to expense on the straight-line basis over the period in
which the Company expects to receive the benefit, which is generally the vesting period.



Development Stage



On June 10, 2014, FASB issued Accounting
Standards Update No. 2014-10, Development Stage Entities. The update removes the definition of a development stage entity from
FASB ASC 915 and eliminates the requirement for development stage entities to present inception-to-date information on the statements
of operations, cash flows and stockholders’ deficit. The Company adopted this standard for the period covered by the report
herein.



Reclassification



Certain reclassifications have been made to
conform the 2013 amounts to 2014 classifications for comparative purposes.



Recent Accounting Pronouncements



The Company’s
management has evaluated all recent accounting pronouncements since the last audit through
the issuance date of these financial statements. In the Company’s opinion, none of the recent accounting pronouncementswill have a material effect on the financial statements.





NOTE 3 -
MINING CLAIMS



McNeil Claims, Canada



On March 24, 2011 the
Company signed an agreement with Warrior Ventures, Inc. (“Warrior”), a private company, to acquire 100% of the McNeil
Gold Property. The McNeil property is located within the Abitibi Greenstone belt, approximately 30 miles southeast of Timmins,
Ontario, Canada and approximately 35 miles west of Kirkland Lake, Ontario, Canada. The purchase price of the property was in exchange
for Warrior receiving 28,000 shares of the Company’s restricted common stock along with an option to purchase 28,000 of the
Company common shares of the Company at a price of $1.00 per common share until October 1, 2011. Any options remaining unexercised
as of September 1, 2011 may be exercised at a price of $1.25 per common share until March 31, 2012, after which the option to purchase
any shares of Amarok automatically terminates. The Company initially valued the 28,000 shares at $784,000 based upon the trading
price of the common shares on the date of issuance. The Company valued the 28,000 options at $98,724 using a binomial option model
with a trading price of $0.56 per share, risk-free interest rate of 0.26%, and volatility of 93.221%. The total of $882,724 was
capitalized as mining properties. At October 31, 2011, the Company recognized an impairment of $322,000 on the reduction in the
fair value of mining claim based upon the agreed upon price of $0.33 per share pursuant to the underlying purchase agreement. The
$0.33 per share was based upon the trading price of the Company’s common share on the March 23, 2011. Through October 31,
2013, the Company has incurred additional acquisition costs totaling $91,606. The capitalized costs of the McNeil claim as of October
31, 2013 amounted to $652,330.



On October 8, 2013, the
Company entered into an agreement with Trio Gold Corp. (“Trio”) to assign 100% of its claims in the McNeil property,
subject to a 5% net smelter royalty, to Trio once Trio has incurred exploration and administrative costs totaling $5,000,000 (CND)
based upon the following schedule:



On or before December
31, 2015	$ 500,000

On or before December
31, 2017	$2,000,000

On or before December
31, 2019	$2,500,000



F-8







Nighthawk Claims, Canada



The Company had staked 35 claims on property
adjacent to the McNeil known as the Night Hawk Property. The acquisition cost associated with this claims totaled $37,380. The
Company did not have sufficient funds to pay the fees required to renew the 35 claims and on October 8, 2013 it assigned its total
interest in these claims to Trio in exchange for a 5% royalty on the net smelter returns generated from these claims. The Company
granted Trio the option to purchase each 1% royalty interest for $2,000,000 (CND). The Company did not report any gain or loss
on this transaction and valued the 5% net royalty interest at the property’s current acquisition cost of $37,380. Trio was
unable to raise sufficient funds for the development and required fee payments on the claims by November 2014 and as a result Trio
has forfeited the claims resulting in a termination of the royalty option. The Company no longer has any interest in the claims.



Rodeo Creek Project, Nevada



On February 22, 2010, the Company entered into
an agreement with Carlin Gold Resources, Inc., (“Carlin”) in which Carlin assigned the Company all of its rights, title,
and interest in an exploration agreement between it and Trio. The assigned exploration agreement was dated January 28, 2010. In
consideration for the assignment of the interest in the exploration agreement, the Company paid Carlin $1 and issued 2,000 shares
of its common stock, valued at $168,000 based upon the trading price of the shares on the date of issuance. The value of these
shares has been charged to operations and included in exploration costs.



Trio has leased and has an option to purchase
a 100% interest in 29 unpatented lode mining claims located in Nevada within the Carlin Gold Trend (the “Claims”).
The Claims are subject to a 1.5% net smelter return (“NSR”).



Under the terms of the original agreement,
the Company earns a 75% undivided interest in the Property during an earn-in period commencing in January 2010 and completing in
December 2012 (the “earn-in period”). Upon completion of the earn-in period, a joint venture (the “Joint Venture”)
is to be formed with the same 75% / 25% interest the parties held during the earn-in period. The Joint Venture shall remain in
effect for twenty-five years oras long as the claims are being actively mined or developed,
whichever is longer. After the termination of the Joint Venture, the Claims shall revert back to Trio.



On March 23, 2012, the Company and Trio entered
into an agreement that modified certain terms of the original agreement (“modified agreement”). During the earn-in-period,
the Company is to provide $5,500,000 in funding to cover operational costs. Under the original agreement, $1,500,000 was to be
funded during the 2010 budget year, $2,000,000 was to be funded during the 2011 budget year and $2,000,000 was to be funded during
the 2012 budget year. The modified agreement eliminates the annual funding requirements and extends the due date of the $5,500,000
funding to December 31, 2013.



Under the original agreement, the Company was
required to pay a minimum annual royalty during the earn-in period to Trio of which $75,000 was paid upon signing of the agreement,
$100,000 was paid on April 1, 2011 and $150,000 was to be paid on April 1, 2012. Under the terms of the March 23, 2012 modified
agreement, the minimum royalty payments have been incorporated into the $5,500,000 funding requirement and the final $150,000 minimum
royalty payment becomes due on April 1, 2013. In consideration for modifying the terms of the original agreement and extending
the due date, the Company issued Trio 2,788 shares of its common shares valued at $11,152, which was charged to operations and
included in exploratory costs.



Once the Company has provided $5,500,000 in
funding for the project, the Company and Trio shall fund the operational costs jointly, with the Company providing 75% of the funds
and Trio providing 25% of the funds. Through July 31, 2012, the Company funded a total of $2,350,000 in the property’s operational
costs as defined under the modified agreement. The funds paid have been charged to operations and included in exploratory costs.



In addition, within three months of the assignment,
the Company is required to issue Trio 144,240 shares of its common stock. Upon expenditure of a minimum of $2,000,000 on the claims,
Trio shall receive an additional 1,442 shares of the Company’s common stock. Upon expending a minimum of $4,000,000 on the
claims, Trio shall receive an additional 1,442 shares of the Company’s common stock. Upon expenditure of $5,500,000 on the
claims, Trio shall receive a final 1,442 shares of the Company’s common stock All shares issued shall be restricted common
shares and will be stamped with the applicable hold period. On February 22, 2010, the Company issued 2,884 shares of its common
stock to Trio valued at $242,323, based upon the restated trading price of the shares on the date of issuance. On October 25, 2011,
the Company issued 1,442 shares of its common stock to Trio valued at $5,769, based upon the trading price of the shares on the
date of issuance. On March 23, 2012, the Company issued 2,788 shares of its common stock to Trio valued at $11,152, based upon
the restated trading price of the shares on the date of issuance. The values of the shares have been charged to operations and
included in exploration costs.



On February 13, 2013, the Company entered into
an agreement with Trio to modify the terms of the above indicated final minimum royalty payment of $150,000, which was due on April
1, 2013. In exchange for paying $15,000 upon the signing of the agreement and $5,000 on August 1, 2013, the due date of the remaining
$130,000 is extended to October 1, 2013, with the date when the full $5,500,000 must be spent on the Rodeo Claims is extended to
December 31, 2014. Of the $20,000 that is due, $15,000 was paid on February 20, 2013 and $5,000 was paid on March 15, 2013. The
$20,000 was charged to exploratory costs.



The Company failed to pay the required $130,000
that was due on October 1, 2013 and is in default under the agreement.



In December 2014, the Company notified Trio
of its intent to terminate its agreement on the Rodeo Creek Property. The Company will have no further interest in this project.
The Company has earned a 2% Net Smelter Royalty on the property and has granted Trio the exclusive right and option at any time
to buy back 100% of the Royalty by paying to the Company a cash consideration of $3,000,000.00 (USD) (the “Buy Back Option”).
The Buy Back Option may be exercised at any time in part by Trio paying $1,500,000.00 (USD) for each one percent (1%) of the Royalty
purchased by Trio.

F-9







Cueva Blanca Gold Property



On April 16, 2010, the Company entered into
an agreement with St. Elias Mines Ltd. (“St. Elias”) in which Amarok is given an option to earn a 60% interest, subject
to a 1.5% net smelter royalty (“NSR”) in the Cueva Blanca gold property (1,200 hectares) in Northern Peru, which is
wholly owned by St. Elias.Under the terms of the letter agreement, it is possible for the Company to acquire a 60%
interest in the Property(subject to a 1.5% NSR) in consideration of:



(a) making cash payments of $200,000
to St. Elias over a two-year period;

(b) issuing 100,000 common shares
in the capital of Amarok to St. Elias; and

(c) incurring at least $1,500,000
in exploration expenditures on the property over a three-year period.



In addition, the Company shall have the right
to purchase one-half of the 1.5% NSR from St. Elias for the sum of $1,500,000, thereby reducing the NSR payable to from 1.5% to
0.75%.



The Company’s first payment of $10,000
was paid on June 24, 2010. On April 27, 2011, the agreement between St. Elias and Amarok was formally terminated by St. Elias.
As of January 31, 2012, the Company has paid a total of $27,603 in fees towards property maintenance costs on the Cueva Blanca
property.



The company has no further interest in this
property



Mining properties at October 31,
2014 consist of the following:



|Beginning balance –November 1, 2013 |  | $ | 689,710  |  
|----------------------------------- |  | - | -------- | -
|Acquisition related costs           |  |   | —        |  
|Cost charged off as impaired        |  |   | (689,710 | )
|Balance – October 31, 2014          |  | $ | —        |  





Management’s decision to change its focus
from the mining sector to manufacturing was based on the declining condition of the resource sector over the past years. It was
becoming significantly more difficult to raise funds for working capital and property development as a resource company, Management
felt it was in the best interest for the continued viability of the company to focus efforts within an industry that has the potential
for generating cash flow sooner than would be possible in the resource sector.





NOTE 4 - RELATED PARTY
TRANSACTIONS



On December 18, 2013, the Company purchased
various equipment relating to its 3D metal printing operation from Mr. Janssen for $500,000. The $500,000 is evidenced by a promissory
note assessed interest at an annual rate of 1.64%. Accrued interest is payable quarterly with the Principal balance and any unpaid
accrued interest fully due and payable on December 15, 2018. Mr. Janssen has the right to convert any outstanding principal and
accrued interest into restricted shares of the of the Company’s common stock at a conversion price of $0.50 per share. The
balance due Mr. Janssen at October 31, 2014 totaled $507,022 of which the accrued interest of $7,022 was classified as a short-term
liability and the $500,000 was classified as a long-term liability. The accrued interest of $7,022 was charged to operations. The
Company has not paid any accrued interest.



During the year endedOctober31,
2014, Mr. Janssen advanced the Company a total of $44,742, which was fully repaid during the year.





F-10







NOTE 5 - EQUIPMENT



By way of agreement concurrent with Mr. Janssen’s
appointment to the Board of Directors and entry into an Employment Agreement (see Note 9 – Commitments and Contingencies
below) and executed on December 18, 2013, the Company purchased various equipment relating to the post production processes for
its 3D metal printing operation from Mr. Janssen, our sole officer and director, for $500,000 which amount has been capitalized
on our balance sheet.



On December 23, 2013, the Company purchased
equipment from an unrelated third party for $750,000 of which $75,000 was paid. The remaining $675,000 is payable in two installments:
$375,000 due June 1, 2014 and $300,000 due on September 1, 2014. The terms of the installment payments do not include a stated
interest rate, therefore, the Company accounted for the purchase under ASC Topic 835-30-25 “Imputation of Interest”discounting the purchase price of the equipment by $18,795 for imputed interest using an interest rate of 5% per annum. The
total gross capitalized value of this equipment is $731,025.



The Company failed to make the required installment
payments when they became due and on October 23, 2014, the Company and the seller agreed to modify the terms of the obligation
due. Under the modified terms, the balance of the note as of October 23, 2014 increased to $675,000, which is evidenced by a promissory
note which is assessed interest at an annual rate of 5% per annum. Principal and accrued interest are paid in monthly installments
of $20,230 commencing on December 1, 2014. The Company has made payments as required under the terms of the agreement up to the
month of January 2015.



The balance due on this obligation at October
31, 2014 is $675,740. A schedule of each year’s principal payments for this obligation is as follows:



|                 |  |   | Principal
|---------------- |  | - | ---------
|Year ended       |  |   | Reduction
|October 31, 2015 |  | $ | 195,638  
|October 31, 2016 |  |   | 223,881  
|October 31, 2017 |  |   | 235,335  
|October 31, 2018 |  |   | 20,146   
|                 |  | $ | 675,000  





During the year ended October 31, 2014 in connection
with the aforementioned equipment purchase, the Company capitalized an additional $23,366 in respect of installation costs. Capitalized
manufacturing equipment (gross) at October 31, 2014 totaled $1,254,571 (2013-Nil)





NOTE 6 - NOTES PAYABLE – UNRELATED
PARTY



On January 15, 2013, the Company granted Santeo
Financial Corp (“Santeo”), a company affiliated with a former officer and director, the option to convert up to 25%
of all accrued compensation resulting from unpaid consulting fees due it at that date into shares of the Company’s common
stock at a conversion price of $0.001 per share, and to convert the remaining 75% of accrued compensation due it at that date into
shares of the Company’s common stock at a conversion price of $0.01 per share. The agreement can be cancelled by either party.
At January 15, 2013, the amount of accrued compensation due Santeo was $175,000. Pursuant to ASC Topic 470-20, “Debt with
Conversion and Other Options,” the accrued compensation was recorded net of a discount that includes the debt’s
beneficial conversion feature of $148,077. Since the accrued compensation is immediately convertible into common stock, discounts
arising from beneficial conversion features are directly charged to expense pursuant to ACS 470-20-35. The beneficial conversion
features were calculated using trading prices ranging from $0.001 to $0.01 per share and an effective conversion price of $0.02
per share.



Effective December 18, 2013, the terms of the
above indicated option grant were modified limiting the number of conversion shares Santeo can receive and hold at any point in
time to no more than 9.99% of the Company’s common stock then outstanding. In June 2014, Santeo assigned $1,000 of accrued
compensation due it to a third party, who converted the $1,000 into 1,000,000 shares of the Company’s common stock at a conversion
price of $.001 per share



Total consulting fees charged to operations
for the year ended October 31, 2014 and 2013 amounted to $11,000 and $328,077 (including stock based compensation of $148,077),
respectively. Accrued compensation due Santeo at October 31, 2014 amounted to $320,022, of which $174,000 is reflected on the accompanying
balance sheet in accrued compensation–convertible. The remaining balance of $146,022 due Santeo is reflected on the accompanying
balance sheet and is included in Accounts payable and accrued expenses.



Lender 1



On January 9, 2013, the Company entered into
an agreement to borrow a total of $46,300 from an unrelated third party. The loans are evidenced by an unsecured promissory note.
The $46,300 and interest of $2,500 was fully due and payable on July 1, 2013. As the outstanding principal and accrued interest
were not paid on July 1, 2013, the principal and accrued interest is assessed interest at an annual rate of 8% per annum payable
quarterly, with the outstanding principal and accrued interest fully due and payable on July 1, 2014. In addition, the unrelated
third party advanced an additional $2,500 on June 21, 2013. The $2,500 is assessed interest at an annual rate of 8% per annum payable
quarterly, with the outstanding principal and accrued interest fully due and payable on July 1, 2014.



During the year ended October 31, 2014, the
Company received an additional $218,000 in loans from the aforementioned party which is assessed interest 5% per annum and mature
at various dates through December 15, 2015. During the year ended October 31, 2014, the Company repaid a total of $12,510 of which
$4,729 was applied against accrued interest and $7,781 was applied against principal. On February 19, 2014, the Company issued
4,880,000 shares of its common stock in exchange for canceling $48,800 of debt. The Company valued the shares at their respective
market value of $4,880,000 and recorded a loss on the debt extinguishment of $4,831,200, which was charged to operations. The outstanding
balance at October 31, 2014 amounted to $223,478 of which $167,581 is due within one year and $55,897 is due in the following year.
Accrued interest charged to operations for year ended October 31, 2014 and 2013 totaled $6,116 and $0, respectively.



In addition to the loans indicated above, the
same lender advanced $150,000 to the Company on November 5, 2013. The $150,000 is evidenced by an unsecured promissory note bearing
interest at a rate of 5%. Outstanding principal and accrued interest is fully due and payable on December 31, 2015. Effective January
1, 2015, the holder has the right to convert any or all of the outstanding principal and accrued interest into shares of the Company’s
common stock at a conversion rate of $0.10 per share. Upon conversion, the holder has certain registration rights. The Company
is obligated to bear all costs associated with the registration of the shares. The outstanding balance at October 31, 2014 amounted
to $157,541. Accrued interest charged to operation for the year ended October 31, 2014 and 2013 totaled $7,541 and $0, respectively.



F-11







Lender 2



On September 9, 2013, the Company borrowed
$30,000 from a third party. The loan is evidenced by an unsecured promissory note. The loan is assessed interest at an annual rate
of 5% per annum with principal and accrued interest fully due and payable on May 1, 2014. The outstanding balance was not paid
on its due date. The balance of this obligation on October 31, 2014 amounted to $31,714. Accrued interest charged to operations
for the year ended October 31, 2014 and 2013 amounted to $1,714 and $86, respectively.



On March 7, 2014, the Company borrowed an additional
$35,000 from the same party noted above. The loan is evidenced by an unsecured promissory note. The loan is assessed interest at
an annual rate of 5% per annum with principal and accrued interest fully due and payable on December 31, 2014. The balance of this
obligation on October 31, 2014 amounted to $36,141. Accrued interest charged to operations for the year ended October 31, 2014
amounted to $1,141.





NOTE 7 - STOCKHOLDERS’ EQUITY



For the year ended October 31, 2014



As discussed in Note 4, in June 2014, Santeo
assigned $1,000 of accrued compensation due it to a third party, who converted the $1,000 into 1,000,000 shares of the Company’s
common stock at a conversion price of $0.001 per share. The Company did not recognized any gain or loss on the conversion.



On February 19, 2014, the Company issued 4,880,000
shares of its common stock in exchange for the cancelation of $48,880 of debt due an unrelated third party The Company recognized
a loss from the extinguishment of the debt totaling $4,831,200, which was charged to operations.



Effective November 23, 2013, the Company entered
into an employment agreement with its President and Chief Executive Officer, Roger Janssen. Under the terms of the agreement, Mr.
Janssen received 30,000,000 shares of the Company’s restricted common stock as a signing bonus. The shares were valued at
$4,800,000 based upon the trading price of the shares on the date of grant.



For the year ended October 31, 2013



On September 26, 2013, the Company increased
the number of shares authorized to 185,000,000 of which 175,000,000 have been designated common shares and 10,000,000 have been
designated preferred shares. Also on September 26, 2013, the Company authorized a 50:1 reverse stock split. The Company did not
enter into any further equity transactions during the year end October 31, 2013.





NOTE 8 - INCOME TAXES



The Company accounts for income taxes under
Accounting Standard Codification Topic No. 740 (“ASC 740”), “Accounting for Income Taxes.” This statement
mandates the liability method of accounting for deferred income taxes and permits the recognition of deferred tax assets subject
to an ongoing assessment of realizability.



The
effective tax rate on the net loss before income taxes differs from the U.S. statutory rate as follows:





|                                                                                  |  | October 31, |            | October 31,
|--------------------------------------------------------------------------------- |  | ----------- | ---------- | -----------
|                                                                                  |  | 2014        |            | 2013       
|Current expense - Benefit                                                         |  |             |            |            
|Federal                                                                           |  | $           | —          |            
|State                                                                             |  |             | —          |            
|Total deferred expense (benefit)                                                  |  |             | —          |            
|Deferred Benefit                                                                  |  |             |            |            
|Federal                                                                           |  | $           | —          |            
|State                                                                             |  |             | —          |            
|Total deferred benefit                                                            |  |             | —          |            
|U.S statutory rate                                                                |  |             | 34.00      | %          
|Less valuation allowance                                                          |  |             | -34.00     | %          
|Effective tax rate                                                                |  |             | 0.00       | %          
|The significant components of deferred tax assets and liabilities are as follows: |  |             |            |            
|Deferred tax assets                                                               |  |             |            |            
|Stock based compensation                                                          |  | $           | (1,632,000 | )          
|Net operating losses                                                              |  |             | 5,164,685  |            
|Other                                                                             |  |             | (2,421     | )          
|Deferred tax liabilities                                                          |  |             |            |            
|Property and equipment                                                            |  |             | (111,638   | )          
|                                                                                  |  |             | 3,641,902  |            
|Less valuation allowance                                                          |  |             | (3,641,902 | )          
|Deferred tax asset/liabilities - net valuation allowance                          |  | $           | —          |            



Deferred income tax assets and liabilities
are computed annually for differences between financial statement and tax bases of assets and liabilities that will result in taxable
or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are
expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount
expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the
period in deferred tax assets and liabilities.



Deferred tax assets resulting from stock based
compensation and net operating losses are reduced by a valuation allowance, when, in the opinion of management, utilization is
not reasonably assured. At October 31, 2014, the Company’s gross deferred tax asset totaled $3,641,902. This amount was reduced
100% by a valuation allowance, making the net deferred tax asset $0.



As of October 31, 2014, the Company had estimated
federal net operating loss carry forwards totaling approximately $6,101,462 which can be used to offset future federal income tax.
The federal net operating loss carry forwards expire at various dates through 2034. The utilization of the net operating losses
to offset future net taxable income is subject to the limitations imposed by the change in control under Internal Revenue Code
Section 382.



The Company adopted the provisions of Accounting
Standard Codification Topic 740-10-50, formerly FIN 48, “Accounting for Uncertainty in Income Taxes.” We had no material
unrecognized income tax assets or liabilities for the year ended October 31, 2014 or October 31, 2013.



Company management policy regarding income
tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes.
During the year ended October 31, 2014 and 2013, there were no income tax, or related interest and penalty items in the income
statement, or liability on the balance sheet. The company files income tax returns in the U.S. federal jurisdiction and various
state jurisdictions. The Company is no longer subject to U.S. federal or state income tax examination by tax authorities for years
before 2008. The Company is not currently involved in any income tax examinations.



F-12







NOTE 9 - COMMITMENTS AND CONTINGENCIES



Effective November 23, 2013, the Company entered
into an employment agreement with its President and Chief Executive Officer, Roger Janssen. Under the terms of the agreement, Mr.
Janssen will receive a base salary of $15,000 a month over the three-year term of the agreement. At the sole discretion of the
board of directors, Mr. Janssen may be granted performance bonuses and may also participate in any incentive plans that the Company
may establish. In addition, Mr. Janssen received 30,000,000 shares of the Company’s restricted common stock as a signing
bonus. The shares were valued at $4,800,000 based upon the trading price of the shares on the date of grant. Officer’s compensation
for the year ended October 31, 2014 amounted to $4,887,449 including the indicated stock based compensation of $4,800,000. Accrued
compensation due Mr. Janssen as of October 31, 2014 amounted to $149,135, which is included in the balance of other payables –
related parties as reflected in the accompanying balance sheet. The $149,135 is net of $13,286 that was actually paid to Mr. Janssen
during the year ended October 31, 2014.



In January 2014, the Company entered into lease
for warehouse and corporate office space located in Ferndale, Washington for 26 months. The Company was granted an option to extend
the lease for another two years. Rent expense charged to operations for the year ended October 31, 2014 amounted to $51,593 of
which $13,245 was allocated to research and development.



Minimum future rental payments under non-cancelable
operating leases having remaining terms in excess of one year as of October 31, 2014 during the term of the respective lease and
in the aggregate are as follows:



|October 31,                  |   |        | 
|---------------------------- | - | ------ | 
|2015                         | $ | 51,300
|2016                         |   | 17,100
|Total minimum lease payments | $ | 68,400











End of Notes to Financials





F-13







|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|------- | ------------------------------------------------------------------------------------



On December 11, 2014, the
Company dismissed Robison, Hill and Co. (“Robison”) as the registered independent registered public accountant and
appointed MaloneBailey, LLP (“MaloneBailey”) as the Company’s registered independent public accounting firm as
of December 11, 2014. The decisions to appoint MaloneBailey and dismiss Robison were approved by the Board of Directors of the
Company on December 11, 2014.



Other than the disclosure
of uncertainty regarding the ability for us to continue as a going concern which was included in our accountant’s report
on the financial statements for the year ended October 31, 2013, Robison’s reports on the financial statements of the Company
for the year ended October 31, 2013 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified
as to uncertainty, audit scope, or accounting principles. For the most recent fiscal year and any subsequent interim period through
Robison's termination on December 11, 2014, Robison disclosed the uncertainty regarding the ability of the Company to continue
as a going concern in its accountant’s report on the financial statements.



In connection with the
audit and review of the financial statements of the Company through December 11, 2014, there were no disagreements on any matter
of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements if
not resolved to their satisfaction would have caused them to make reference in connection with Robison’s opinion to the subject
matter of the disagreement.



In connection with the
audited financial statements of the Company for the year ended October 31, 2013 and interim unaudited financial statements through
December 11, 2014, there have been no reportable events with the Company as set forth in Item 304(a)(1)(v) of Regulation S-K.



Prior to December 11, 2014,
the Company did not consult with MaloneBailey regarding (1) the application of accounting principles to specified transactions,
(2) the type of audit opinion that might be rendered on the Company’s financial statements, (3) written or oral advice was
provided that would be an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial
reporting issues, or (4) any matter that was the subject of a disagreement between the Company and its predecessor auditor as described
in Item 304(a)(1)(iv) or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.



The Company provided a
copy of the foregoing disclosures to Robison prior to the date of the filing of this report and requested that Robison furnish
it with a letter addressed to the Securities & Exchange Commission stating whether or not it agrees with the statements in
this Report. A copy of the letter furnished in response to that request was filed as Exhibit 16.1 to the Company’s Current
Report on Form 8-K, filed with the SEC on December 11, 2014, incorporated herein by reference.





|ITEM 9A. | CONTROLS AND PROCEDURES
|-------- | -----------------------



Disclosure Controls and Procedures



We maintain disclosure
controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange
Act"), that are designed 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 Securities and Exchange
Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.



A control system, no matter
how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system
are met.



Based on this evaluation,
our principal executive and principal financial and accounting officer concluded that our disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were not effective as of October 31, 2014.



Management’s Report on Internal
Control Over Financial Reporting



Our Management is responsible
for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(c) and (d) of the
Exchange Act. Our internal controls are designed to provide reasonable assurance that the reported financial information is presented
fairly, financial disclosures are adequate and that the judgments inherent in the preparation of financial statements are reasonable
and in accordance with generally accepted accounting principles of the United States of America (GAAP).



Because of its inherent
limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or
detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect
to financial statement preparation and presentation. Further, because of changes in conditions, effectiveness of internal control
over financial reporting may vary over time



A significant deficiency
is a control deficiency, or combination of control deficiencies, that adversely affects the company’s ability to initiate,
authorize, record, process, or report external financial data reliably in accordance with generally accepted accounting principles
such that there is more than a remote likelihood that a misstatement of the company’s annual or interim financial statements
that is more than inconsequential will not be prevented or detected. An internal control material weakness is a significant deficiency,
or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual
or interim financial statements will not be prevented or detected.



26







As part of our compliance
efforts relative to Section 404 of the Sarbanes-Oxley Act of 2002, our management assessed the effectiveness of our internal control
over financial reporting as of October 31, 2014. In making this assessment, management used the criteria set forth in the Internal
Control - Integrated Framework by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).We evaluated control deficiencies identified through our test of the design and operating effectiveness of controls over financial
reporting to determine whether the deficiencies, individually or in combination, are significant deficiencies or material weaknesses.
In performing the assessment, our management has identified material weaknesses in internal control over financial reporting existing
as of October 31, 2014. Our evaluation of the significance of each deficiency included both quantitative and qualitative factors.
Based on that evaluation, our management concluded that as of October 31, 2014, and as of the date that the evaluation of the effectiveness
of our internal controls and procedures was completed, our internal controls are not effective, for the reason discussed below:



| | 1. | We do not yet have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act and may be applicable to us in future years.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our extremely small size and the fact that we only had one management employee, whom is also an executive officer and director, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | We do not currently have full-time accounting personnel, which means we lack the requisite expertise in the key functional areas of finance and accounting. We rely upon a third party accountant firm to assist us in our accounting and reporting.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | We do not have a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. | We had not established adequate financial reporting monitoring activities to mitigate the risk of management override, specifically because there are no employees and only one officer and director with management functions and therefore there is lack of segregation of duties.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6. | There is a strong reliance on the external auditors and contract accountant to review and adjust the annual and quarterly financial statements, to monitor new accounting principles, and to ensure compliance with GAAP and SEC disclosure requirements.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 7. | There is a strong reliance on the external attorneys to review and edit the annual and quarterly filings and to ensure compliance with SEC disclosure requirements.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



In light of the material
weaknesses described above, we performed additional analysis and other post-closing procedures to ensure our financial statements
were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the financial statements
included in this Report fairly present, in all material respects, our financial condition, results of operations and cash flows
for the periods presented.



In addition, although our
internal controls are not effective, these significant weaknesses did not result in any material misstatements in our financial
statements. Our management is committed to improving its internal controls and will (1) continue to use third party specialists
to address shortfalls in staffing and to assist us with accounting and finance responsibilities, (2) increase the frequency of
independent reconciliations of significant accounts which is intended to mitigate the lack of segregation of duties until there
are sufficient personnel and (3) we plan to establish an audit committee in the future.



Changes in Internal Control over Financial Reporting



There has been no change
in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness
of our internal control over financial reporting as of October 31, 2014, that occurred during our fourth fiscal quarter that has
materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



This annual report does
not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the Company’s registered public accounting firm
pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.



Continuing Remediation Efforts to address
deficiencies in Company’s Internal Control over Financial Reporting



Once the Company has sufficient
personnel available, then our Board of Directors, in particular and in connection with the aforementioned deficiencies, will establish
the following remediation measures:



| |    |                                                                                                                                                                             
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | Our Board of Directors will nominate an audit committee or a financial expert on our Board of Directors.                                                                    
| |   
| | 2. | We will appoint additional personnel to assist with the preparation of the Company’s monthly financial reporting, including preparation of the monthly bank reconciliations.





|ITEM 9B. | OTHER INFORMATION.
|-------- | ------------------



None.



27







PART III



|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|-------- | ------------------------------------------------------



1) Identification of Directors and Executive Officers



The following table sets
forth the names and ages of our current directors and executive officers:



|Name and Address                                                                  | Age | Position                                   | Tenure                       
|--------------------------------------------------------------------------------- | --- | ------------------------------------------ | -----------------------------
|Roger Janssen
        6920 Salashan Parkway Suite D101
        Ferndale, WA 98248 | 51  | President, CEO, CFO, Director              | September 17, 2013 to present
|                                                                                  |     |                                            |                              
|Earl W. Abbott
        3841 Amador Way
        Reno, NV 89502                     | 73  | Vice President of Exploration and Director | January 25, 2013 to present  



2) Term of Office



Each of our officers is elected by the Company’s
Board of Directors to serve until the next annual meeting of Directors or until their successors are duly elected and qualified.
Each of our directors is elected by the Company’s Board of Directors and shall hold office until the next annual meeting
of stockholders and until his/her successor shall have been duly elected and qualified.



3) Biographies and Business Experience of Officers and Directors



The business experience
during the past five years of the person presently listed above as an Officer or Director of the Company is as follows:



ROGER JANSSEN, is
the founder of Key Manufacturing (“Key”), and has acted as president of Key for the past 23 years. In addition to his
position at Key, Mr. Janssen was a director of Mineralite Corporation, a Company traded on the OTCBB market under the symbol “RITE”
for the past two years prior to joining 3DX Industries, Inc. Mr. Janssen resigned from his position with Mineralrite on November
14, 2013. Mr. Janssen has more than thirty years of experience in the manufacturing industry. He has secured lucrative contracts
within a range of industries: marine, military, automotive, alternative energy, medical, and aerospace. Clients include, but are
not limited to, Boeing, Raytheon, BE Aerospace, British Petroleum and Intermec.



Because of Mr. Janssen’s
dedication to new technological developments, Key Manufacturing has been able to provide the Puget Sound with high quality manufacturing
and machine services since 1989. Over the years, Mr. Janssen has proven his ability to reinvent himself by staying profitable even
through economic lows within the industry, such as after 9/11. One example of this is Mr. Janssen’s keen ability to recognize
new business opportunities, as he did in 2004, when he added a ZCorp310- 3 D printer, which instigated his current experience with
additive manufacturing. During his twenty-four year tenor at Key manufacturing, Mr. Janssen has gained immeasurable experience
in management, operations, human resources, equipment procurement, strategic planning, sales and business development, contract
negotiation, and financial reporting.



Mr. Janssen holds a technical
degree in precision machining and manufacturing, earned in 1981 from the Sno-Isle Tech Centre in Everett, WA. He is always seeking
to expand and update his business knowledge, and has actively continued his education by taking financial, business and marketing
courses at his local community college. Recognizing his impeccable reputation as an industry leader in the area, the Sno-isle Tech
Centre recruited Mr. Janssen to serve on their advisory board, which he did for the following eight years. Three of those years
were spent as Chairman of the Board, making decisions about the Centre’s curriculum, as well as approving qualified faculty
and budget allocations. Mr. Janssen has since acted as a consultant and member of the board to a variety of private and public
companies within the industry.



EARL W. ABBOTT,received
his Ph.D. in geology at Rice University, Houston, Texas where he studied the tectonics of the western U.S. He has spent a total
of 43 years exploring for gold, base metals, oil and gas, uranium, and other resources all over the world. Utilizing his education
and experience, he combines strong management skills with a creative vision that enables him to apply sound scientific principles
to the search for giant ore deposits. In the early part of his career, his management of an exploration program in Nevada resulted
in the acquisition of three gold ore bodies that were subsequently mined profitably.



During his career, Dr. Abbott
has been a key member of several large and small mining companies and a consultant to the mining industry continuously for more
than 31 years. From 2004 to the present day, Dr. Abbott has acted as Director of Big Bar Resources Corporation (TSX-V) assisting
in exploration in the western U.S., Mexico, and China. From 2008 to 2009, Dr. Abbott was the COO and Director of Uranium 3O8 Corp.
(OTC-BB), managing a uranium project in Mongolia. In 2009, Dr. Abbott assisted in forming Coyote Resources (OTC-BB) and acted as
President and CEO until 2012, exploring a gold project and a silver project in Nevada. During 2012 and 2013, Dr. Abbott aided in
the formation of a private company called New Century Energy and Resources to perform exploration for projects in Mongolia.



Dr. Abbott is active in
his profession, having been a member and served as an executive of professional mining associations. As a result, he has an extensive
network of technical as well as leadership contacts. He is a Certified Professional Geologist (C.P.G., No. 7611) by the American
Institute of Professional Geologists (AIPG) as well as being the past President of the Nevada Chapter. He is also a member and
past President of the Geological Society of Nevada (GSN), a member and past President of the Nevada Petroleum & Geothermal
Society (NPGS), a member and past President of the Denver Region Exploration Geologists Society (DREGS), a member of the Society
of Economic Geologists (SEG), a member of the Society for Mining, Metallurgy, and Exploration (SME), a member of the Geological
Society of America (GSA), a member of the Association For Mineral Exploration British Columbia (AMEBC), and a member of the Prospectors
and Developers Association of Canada (PDAC). Dr. Abbott is a Qualified Person under the rules of National Instrument 43-101.



28







4) Identification of Significant Employees



We currently have no significant
employees other than our officers and directors, Roger Janssen and Dr. Earl Abbot.



5) Family
Relationships



We currently do not have any officers or directors of
our Company who are related to each other.



6) Involvement in Certain Legal Proceedings:

During the past
ten years no director, executive officer, promoter or control person of the Company has been involved in the following:

| | (1) | A petition under the Federal bankruptcy laws or any state insolvency
law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or
property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing,
or any corporation or business association of which he was an executive officer at or within two years before the time of such
filing;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Such person was convicted in a criminal proceeding or is a named
subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Such person was the subject of any order, judgment, or decree, not
subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from,
or otherwise limiting, the following activities:
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i) | Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity
pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission,
or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as
an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company,
or engaging in or continuing any conduct or practice in connection with such activity;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | Engaging in any type of business practice; or
| | ---- | ---------------------------------------------



| | (iii) | Engaging in any activity in connection with the purchase or sale of any security or commodity
or in connection with any violation of Federal or State securities laws or Federal commodities laws;
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Such person was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more
than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated
with persons engaged in any such activity;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | Such person was found by a court of competent jurisdiction in a civil
action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding
by the Commission has not been subsequently reversed, suspended, or vacated;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (6) | Such person was found by a court of competent jurisdiction in a civil
action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil
action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (7) | Such person was the subject of, or a party to, any Federal or State
judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an
alleged violation of:
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i) | Any Federal or State securities or commodities law or regulation; or
| | --- | --------------------------------------------------------------------



| | (ii) | Any law or regulation respecting financial institutions or insurance companies including,
but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary
or permanent cease-and-desist order, or removal or prohibition order; or
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







| | (iii) | Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business
entity; or
| | ----- | --------------------------------------------------------------------------------------------------------

| | (8) | Such person was the subject of, or a party to, any sanction or order,
not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange
Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))),
or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated
with a member.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



29







7) Audit Committee and Audit Committee
Financial Expert



The Company does not have
an audit committee or an audit committee financial expert (as defined in Item 407 of Regulation S-K) serving on its Board of Directors.
All current members of the Board of Directors lack sufficient financial expertise for overseeing financial reporting responsibilities.
The Company has not yet employed an audit committee financial expert on its Board due to the inability to attract such a person.



The Company intends to
establish an audit committee of the board of directors, which will consist of independent directors. The audit committee’s
duties will be to recommend to the Company’s board of directors the engagement of an independent registered public accounting
firm to audit the Company’s financial statements and to review the Company’s accounting and auditing principles. The
audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by
the internal auditors and independent registered public accounting firm, including their recommendations to improve the system
of accounting and internal controls. The audit committee will at all times be composed exclusively of directors who are, in the
opinion of the Company’s board of directors, free from any relationship which would interfere with the exercise of independent
judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.



8) Code Of Ethics



Our board of directors
has not adopted a code of ethics due to the fact that we presently only have two directors and we are in the start-up stage of
our operations. We anticipate that we will adopt a code of ethics when we increase either the number of our directors and officers
or the number of our employees.



9) Section 16(a) Beneficial Ownership Reporting Compliance



We
do not yet have a class of equity securities registered under the Securities Exchange Act of 1934, as amended.  Hence,
compliance with Section 16(a) thereof by our officers and directors is not required.



30







|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------



Compensation of Officers



The following tables set
forth certain information about compensation paid, earned or accrued for services by our executive officers in the fiscal years
ended October 31, 2014 and October 31, 2013.



A summary of cash and other
compensation paid in accordance with management consulting contracts for our executives for the most recent two years is as follows:



|Name and Principal Position | Title                                   | Year | Salary ($) | Bonus ($) | Stock Awards
        ($) | Option Awards
        ($) | Non-Equity Incentive Plan Compensation
        ($) | Nonqualified Deferred Compensation Earnings
        ($) | All other compensation
        ($) | Total
        ($) |    
|--------------------------- | --------------------------------------- | ---- | ---------- | --------- | ------------------------ | ------------------------- | -------------------------------------------------- | ------------------------------------------------------- | ---------------------------------- | ----------------- | ---
|(a)                         |                                         | (b)  | (c)        | (d)       | (e)                      | (f)                       | (g)                                                | (h)                                                     | (i)                                | (j)               |    
|Roger Janssen(1) (2)        | President, CEO, CFO and Director        | 2013 | $          | -0-       | $                        | -0-                       | $                                                  | -0-                                                     |                                    | -0-               |    
|                            | 2014                                    | $    | -162,421-  | $         | -0-                      | $                         | 4,800,000                                          |                                                         | -0-                                |                   | -0-
|Ron Ruskowsky(3)            | Former President, CEO, CFO and Director | 2013 | $          | -0-       | $                        | -0-                       | $                                                  | -0-                                                     |                                    | -0-               |    
|2014                        | $                                       | -0-  | $          | -0-       | $                        | -0-                       |                                                    | -0-                                                     |                                    | -0-               |    



Notes to Summary Compensation Table:



(1) 	Mr. Janssen was appointed to serve as
President, CEO, CFO and Director of the Company on September 17, 2013.



| | (2) | The Company entered into that certain Executive Employment Agreement  (the “Employment
Agreement”) with Roger Janssen, an individual (“Mr. Janssen”), which the parties mutually agreed would be effective
as of November 23, 2013 (the “Employment Agreement Effective Date”). Mr. Janssen employment agreement is for a term
of three (3) years which shall be automatically renewed in one (1) year increments unless terminated within the sole discretion
of the Company’s Board of Directors. As consideration for services rendered pursuant to the Employment Agreement, Mr. Janssen
received: (i) a total of Thirty Million (30,000,000) restricted shares of common stock of the Company, valued at $0.001 per share,
as a signing bonus; and receives (ii) a base salary equal to One Hundred and Eighty Thousand USD ($180,000) per year, payable on
a monthly basis. During the fiscal year ended October 31, 2014 Mr. Janssen was paid $13,286 of a total of $162,241 charged under
the terms of his Employment Agreement. A total of $149,135 was accrued for services rendered.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Mr. Ruskowsky served as an Officer and Director of the Company from January 4, 2010 to September
17, 2013 when he resigned from all positions with the Company. Mr. Ruskowsky provided consulting services to the Company through
Santeo Financial Corp, his wholly owned corporation.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Fair value of option granted to Santeo Financial Corp to convert $175,000 of accrued compensation
into shares of the Company’s common stock.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------



Narrative Disclosure to Summary Compensation
Table



The Company has no plans
to provide for group health insurance to employees, the payment of retirement benefits, or benefits that will be paid primarily
following retirement. The Company has no agreement that provides for payment to executive officers at, following, or in connection
with the resignation, retirement or other termination, or a change in control of Company or a change in any executive officer's
responsibilities following a change in control.



In January 2010, an agreement
went into effect whereby the Company paid Santeo Financial Corp (“Santeo”), a company affiliated with former CEO Ron
Ruskowsky, for consulting services of $8,000 a month on a month-to-month basis. On July 1, 2011, the consulting agreement was amended
to increase the monthly payment to $15,000. On January 15, 2013, the Company granted Santeo the option to convert up to $43,750
in accrued compensation due it into shares of the Company’s common stock at a conversion price of $0.001 per share, and to
convert $131,250 of accrued compensation due it into shares of the Company’s common stock at a conversion price of $0.01
per share. At October 31, 2014, the amount of accrued compensation due to Santeo was $320,022, including the $174,000 covered by
the above indicated option.



Other than the Employment
Agreement with Roger Janssen discussed above in Footnote 2 to the Summary Compensation Table, there are no other employment contracts,
compensatory plans or arrangements, including payments to be received from the Company with respect to any executive officer, that
would result in payments to such person because of his or her resignation, retirement or other termination of employment with the
Company, or its subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control
of the Company.



Outstanding Equity Awards at Fiscal Year-End



The executive officer did
not receive any equity awards, nor does he hold exercisable or unexercisable options, as of the years ended October 31, 2014 and
2013.



Long-Term Incentive Plans



The Company has no arrangements
or plans in which we provide pension, retirement or similar benefits for directors or executive officers, no are there any option,
stock award, or long-term incentive plans.



Compensation of Directors



Our directors received
no extra compensation for their services on the Company’s Board of Directors. There are no employment contracts, compensatory
plans or arrangements, including payments to be received from the Company with respect to any Director that would result in payments
to such person because of his or her resignation with the Company, or its subsidiaries, any change in control of the Company. There
are no agreements or understandings for any Director to resign at the request of another person. None of our Directors or executive
officers acts or will act on behalf of or at the direction of any other person.



Compensation Committee



We currently do not have
a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.



31







|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------



Security Ownership of Certain Beneficial Owners and Management



The following table lists,
as of February 13, 2015, the number of shares of common stock that are beneficially owned by (i) each person or entity known to
the Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of the Company;
and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by principal shareholders
and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules
of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that
person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power,
which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any
security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission
rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial
owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has
sole voting and investment power.



As of February 13, 2015,
there are 37,462,000 shares of common stock issued and outstanding, and no warrant or options outstanding.



|Name and Address of Beneficial Owner,
        Directors and Officers:                    | Amount and Nature of Beneficial Ownership(1) | Percentage of Beneficial Ownership (2)
|---------------------------------------------------------------------------------------- | -------------------------------------------- | --------------------------------------
|                                                                                         |                                              |                                       
|Roger Janssen (3)
        6920 Salashan Pkwy Ferndale, WA 98248                          | 30,002,000                                   | 80.09%                                
|Earl W. Abbott (4)
        3841 Amador Way
        Reno, NV 89502                        | 600                                          | 0.001%                                
|All executive officers and directors as a group (2 people)                               | 30,002,600                                   | 80.09%                                
|Beneficial Shareholders greater than 5%                                                  |                                              |                                       
|Santeo Financial Corp.
        Suite #368, 16 Midlake Blvd SE
        Calgary AB T2X 2X7 | 3,742,453(5)                                 | 9.99%                                 



(1)	Percentage ownership is determined based
on shares owned together with securities exercisable or convertible into shares of common stock within 60 days of the date of this
Annual Report for each stockholder. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes
voting or investment power with respect to securities.  Shares of common stock subject to securities exercisable or convertible
into shares of common stock that are currently exercisable or exercisable within 60 days of the date of this Annual Report are
deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership
of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.  Our
common stock is our only issued and outstanding class of securities eligible to vote.



(2) 	Applicable percentage of ownership
is based on 37,462,000 shares of common stock outstanding, and no warrants or options outstanding as of February 13, 2015.



(3) 	Roger Janssen is the President, CEO,
CFO, and Director of the Company. His beneficial ownership includes 30,002,000 common shares.



(4) 	Earl Abbot is a Director of the Company
and Vice President of Exploration. His beneficial ownership includes 600 common shares.



(5) 	On January 15, 2013, Santeo Financial
Corp, was granted the option to convert up to $43,750 in accrued compensation due it into shares of the Company’s common
stock at a conversion price of $0.001 per share, and to convert $131,250 of accrued compensation due it into shares of the Company’s
common stock at a conversion price of $0.01 per share. Effective December 18, 2013, the Company and Santeo agreed to institute
an ownership limitation, under which no issuance of common stock shares of the Corporation to Santeo shall result in the issuance
of more than that number of common stock shares, if any, such that, upon issuance, the aggregate beneficial ownership of the Corporation’s
Common Stock (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of Santeo and all persons affiliated
with Santeo (“Beneficial Ownership”) is more than 9.99% of the Corporation’s Common Stock then outstanding. Thus,
based on 37,462,000 shares issued and outstanding as of the date of this report, Santeo has the option to convert a portion of
the debt owed by the Company to Santeo equivalent to a maximum of 3,742,453 shares of common stock.



Changes in Control



There are no present arrangements
or pledges of the Company’s securities which may result in a change in control of the Company.



32







|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|-------- | -------------------------------------------------------------------------



Director Independence



For purposes of determining
director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCBB on which shares of common stock
are quoted does not have any director independence requirements. The NASDAQ definition of “Independent Officer” means
a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the
opinion of the Company's Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities
of a director.



According to the NASDAQ
definition, Roger Janssen is not an independent director because he is also an executive officer of the Company. According to the
NASDAQ definition, Earl W. Abbott is not an independent director because he is also a shareholder of the Company.



Related Party Transactions



Effective November 23,
2013, the Company entered into an employment agreement with its President and Chief Executive Officer, Roger Janssen. Under the
terms of the agreement, Mr. Janssen will receive a base salary of $15,000 a month over the three-year term of the agreement. At
the sole discretion of the board of directors, Mr. Janssen may be granted performance bonuses and may also participate in any incentive
plans that the Company may establish. In addition, Mr. Janssen received 30,000,000 shares of the Company’s restricted common
stock as a signing bonus. The shares were valued at $4,800,000 based upon the trading price of the shares on the date of grant.
Officer’s compensation for the year ended October 31, 2014 amounted to $4,969,000 including the indicated stock based compensation
of $4,800,000. Accrued compensation due Mr. Janssen as of October 31, 2014 amounted to $155,714, which is included in the balance
of other payables – related parties as reflected in the accompanying balance sheet. The $155,714 is net of $13,286 that was
actually paid to Mr. Janssen during the year ended October 31, 2014.



On December 18, 2013, the
Company purchased various equipment relating to its 3D metal printing operation from Mr. Janssen for $500,000. The $500,000 is
evidenced by a promissory note assessed interest at an annual rate of 1.64%. Accrued interest is payable quarterly with the Principal
balance and any unpaid accrued interest fully due and payable on December 15, 2018. Mr. Janssen has the right to convert any outstanding
principal and accrued interest into restricted shares of the of the Company’s common stock at a conversion price of $0.50
per share. The balance due Mr. Janssen at October 31, 2014 totaled $507,122 of which the accrued interest of $7,022 was classified
as a short-term liability and the $500,000 was classified as a long-term liability. The accrued interest of $7,022 was charged
to operations. The Company has not paid any accrued interest.



During the year ended
October31, 2014, Mr. Janssen advanced the Company a total of $44,742, which was fully repaid during the year.



Other than the foregoing,
none of the directors or executive officers of the Company, nor any person who owned of record or was known to own beneficially
more than 5% of the Company’s outstanding shares of its Common Stock, nor any associate or affiliate of such persons or companies,
has any material interest, direct or indirect, in any transaction that has occurred during the past fiscal year, or in any proposed
transaction, which has materially affected or will affect the Company.



With regard to any future
related party transaction, we plan to fully disclose any and all related party transactions in the following manner:



·Disclosing such transactions in reports where required;

·Disclosing in any and all filings with the SEC, where required;

·Obtaining disinterested directors consent; and

·Obtaining shareholder consent where required.





Review, Approval or Ratification of Transactions
with Related Persons



We are a smaller reporting
company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this
item.



33







|ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES
|-------- | --------------------------------------



Our principal independent
accountant is MaloneBailey, LLP. Prior to December 11, 2014, our principal independent accountant was Robison, Hill & Co. Pre-approved
fees billed to the Company are set forth below:





|                   | Year Ended
        October 31, 2014 | Year Ended
        October 31, 2013
|------------------ | ----------------------------------- | -----------------------------------
|Audit fees         | $ 52,430                            | $32,858                            
|Audit-related fees | $ nil                               | $ nil                              
|Tax fees           | $ nil                               | $ nil                              
|All other fees     | $ nil                               | $ nil                              
|Total              | $                                   | $32,858                            



Audit Fees



During the fiscal
year ended October 31, 2014, we incurred approximately $52,430 in fees to our principal independent accountants and former independent
accounts for professional services rendered in connection with the audit and review of our financial statements for fiscal year
ended October 31, 2014.



During the fiscal
year ended October 31, 2013, we incurred approximately $32,858 in fees to our principal independent accountants for professional
services rendered in connection with the audit and review of our financial statements for fiscal year ended October 31, 2013.



Audit-Related Fees



The aggregate
fees billed during the fiscal years ended October 31, 2014 and 2013 for assurance and related services by our principal independent
accountants that are reasonably related to the performance of the audit or review of our financial statements (and are not reported
under Item 9(e)(1) of Schedule 14A) was $nil and $nil respectively.



Tax Fees



The
aggregate fees billed during the fiscal years endedOctober 31, 2014 and 2013 for professional
services rendered by our principal accountant tax compliance, tax advice and tax planning were$nil and$nil,respectively.



All Other Fees



The aggregate
fees billed during the fiscal years ended October 31, 2014 and 2013 for products and services provided by our principal independent
accountants (other than the services reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A) was $nil and $ nil, respectively.



34







PART IV



|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
|-------- | -----------------------------------------



(a) The following Exhibits, as required by
Item 601 of Regulation S-K, are attached or incorporated by reference, as stated below.



|Number   | Description                                                                                                             |  | Filing                                                                                  
|-------- | ----------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------
|         |                                                                                                                         |  |                                                                                         
|3.01     | Articles of Incorporation                                                                                               |  | Filed with the SEC on January 6, 2009 as part of our Registration Statement on Form S-1.
|3.02     | Bylaws                                                                                                                  |  | Filed with the SEC on January 6, 2009 as part of our Registration Statement on Form S-1.
|3.03     | Amended Articles of Incorporation                                                                                       |  | Filed with the SEC on March 22, 2010 as part of our Quarterly Report on Form 10-Q.      
|4.04     | Amended Articles of Incorporation, effective November 18, 2013                                                          |  | File with the SEC on December 31, 2013 as part of our Current Report on Form 8-K.       
|10.01    | Assignment of Exploration Agreement between the Company and Carlin Gold Resources, Inc., dated February 22, 2010        |  | Filed with the SEC on March 4, 2010 as part of our Current Report on Form 8-K.          
|10.02    | Exploration Agreement by and between Carlin Gold Resources, Inc. and Trio Gold Corp dated January 28, 2010              |  | Filed with the SEC on March 4, 2010 as part of our Current Report on Form 8-K.          
|10.03    | Agreement between the Company and St. Elias Mines Ltd. dated April 16, 2010                                             |  | Filed with the SEC on June 21, 2010 as part of our Quarterly Report on Form 10-Q.       
|10.04    | Revision to Exploration Agreement by and between Carlin Gold Resources, Inc. and Trio Gold Corp dated February 24, 2010 |  | Filed with the SEC on February 15, 2011 as part of our Annual Report on Form 10-K.      
|10.05    | Purchase and Sale Agreement between the Company and Warrior Ventures, Inc. dated March 24, 2011                         |  | Filed with the SEC on June 8, 2011 as part of our Current Report on Form 8-K.           
|10.06    | Executive Employment Agreement, dated December 18, 2013 by and between 3DX Industries, Inc. and Roger Janssen           |  | File with the SEC on December 31, 2013 as part of our Current Report on Form 8-K.       
|10.07    | Equipment Purchase Agreement, dated December 18, 2013 by and between 3DX Industries, Inc. and Roger Janssen             |  | File with the SEC on December 31, 2013 as part of our Current Report on Form 8-K.       
|10.08    | Acquisition and Option Agreement, dated October 8, 2013 by and between the Company and Trio Gold Corp.                  |  | Filed with the SEC on October 23, 2013 as part of our Current Report on Form 8-K.       
|10.09    | Agreement between the Company and Dragon Resource Holdings Inc. dated November 9, 2012                                  |  | Filed with the SEC on November 19,
2012 as part of our Current Report on Form 8-K.      
|16.01    | Letter from Robison, Hill and Co. dated December 11, 2014                                                               |  | Filed with the SEC on December 11, 2014 as part of our Current Report on Form 8-K.      
|31.01    | Certification of Principal Executive Officer Pursuant to Rule 13a-14                                                    |  | Filed herewith.                                                                         
|31.02    | Certification of Principal Financial Officer Pursuant to Rule 13a-14                                                    |  | Filed herewith.                                                                         
|32.01    | CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act                                                     |  | Filed herewith.                                                                         
|32.02    | CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act                                                     |  | Filed herewith.                                                                         
|101.INS* | XBRL Instance Document                                                                                                  |  | Filed herewith.                                                                         
|101.SCH* | XBRL Taxonomy Extension Schema Document                                                                                 |  | Filed herewith.                                                                         
|101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document                                                                   |  | Filed herewith.                                                                         
|101.LAB* | XBRL Taxonomy Extension Labels Linkbase Document                                                                        |  | Filed herewith.                                                                         
|101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document                                                                  |  | Filed herewith.                                                                         
|101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document                                                                    |  | Filed herewith.                                                                         



35







SIGNATURES



Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act, the Company caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



|                        | 3DX Industries, Inc.
|----------------------- | --------------------
|                        |                     
|Date: February 13, 2015 | By:                 
|                        | Name:               
|                        | Title:              
|                        |                     
|                        |                     







Pursuant to the requirement
of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and
in the capacities and on the dates indicated:





|Date: February 13, 2015 | By:    | /s/  Roger Janssen | 
|----------------------- | ------ | ------------------ | 
|                        | Name:  | Roger Janssen     
|                        | Title: | Director          



|Date: February 13, 2015 | By:    | /s/  Earl
    W. Abbott | 
|----------------------- | ------ | ----------------------- | 
|                        | Name:  | Earl W. Abbott         
|                        | Title: | Director               







SUPPLEMENTAL INFORMATION TO BE FURNISHED
WITH REPORTS FILED



PURSUANT TO SECTION 15(d) OF THE EXCHANGE
ACT BY NON-REPORTING ISSUERS



|1. | No annual report to security holders covering the company’s last fiscal year has been sent as of the date of this report.
|-- | -------------------------------------------------------------------------------------------------------------------------



|2. | No proxy statement, form of proxy, or other proxy soliciting material relating to the company’s last fiscal year has been sent to any of the company’s security holders with respect to any annual or other meeting of security holders.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. | If such report or proxy material is furnished to security holders subsequent to the filing of this Annual Report on Form 10-K, the company will furnish copies of such material to the Commission at the time it is sent to security holders.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------











36