---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-K

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

For the fiscal year ended March 31, 2011

OR

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

For the transition period from ____________to ____________

TOA DISTRIBUTION SYSTEMS
INC(formerly Skyhigh Resources, Inc.) (Exact Name of
Registrant as Specified in its Charter)

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

1791 Marcy Lynn Court San Jose, CA 95124(Address
of Principal Executive Offices) (Zip Code) Former address 859 South
Haskell, Central Point, OR 97502

408-239-4080(Registrant's Telephone Number, including
Area Code)

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

Securities Registered Pursuant to Section 12(G) of the Act:
Common Stock, par value $.001 per share

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

1

---

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[ x ]

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[ x ] No[ ]

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (section 229.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post such
files).
Yes X No [ ]

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[ x ]

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

Large accelerated filer [ ]     Accelerated
filer [ ]     Non-accelerated filer [
]     Smaller reporting company[ x ]

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

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such
common equity, as of the last business day of the registrants most recently
completed fiscal quarter December 31, 2009 was $ $0.00 based on common shares
outstanding of 47,100,060.

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

47,100,060 shares of Common Stock, $0.001 par value, as of
August 29, 2011

Documents incorporated by reference - None

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

2

---

TABLE OF CONTENTS

|PART I   |                                                                      | 5 
|-------- | -------------------------------------------------------------------- | --
|         |                                                                      |   
|ITEM 1:  | DESCRIPTION OF
      BUSINESS                                        | 5 
|ITEM 2:  | DESCRIPTION OF PROPERTY                                              | 12
|ITEM 3:  | LEGAL PROCEEDINGS                                                    | 12
|ITEM 4:  | SUBMISSION OF MATTERS TO A VOTE
      OF SECURITY HOLDERS            | 13
|ITEM 5:  | MARKET FOR COMMON
      EQUITY AND RELATED STOCKHOLDER MATTERS       | 13
|ITEM 6:  | MANAGEMENT DISCUSSION AND ANALYSIS                                   | 13
|         |                                                                      |   
|PART II  |                                                                      | 16
|         |                                                                      |   
|ITEM 7:  | FINANCIAL STATEMENTS                                                 | 16
|ITEM 8:  | CONTROLS AND
      PROCEDURES                                        | 18
|         |                                                                      |   
|PART III |                                                                      | 19
|         |                                                                      |   
|ITEM 9:  | DIRECTORS, EXECUTIVE
      OFFICERS, PROMOTERS AND CONTROL PERSONS   | 19
|ITEM 10: | EXECUTIVE COMPENSATION                                               | 21
|ITEM 11: | SECURITY OWNERSHIP
      OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 22
|ITEM 12: | CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS                 | 22
|ITEM 13: | EXHIBITS AND
      REPORTS                                           | 23
|ITEM 14: | PRINCIPAL ACCOUNTANT FEES AND
      SERVICES                         | 23

3

---

Explanatory Note

Unless otherwise indicated or the context otherwise requires,
all references below in this annual report on Form 10-K (Report) to the
Company, us, our and we refer to TOA Distribution Systems Inc.

Cautionary Notice Regarding Forward Looking
Statements

Our disclosure and analysis in this Report contain
forward-looking statements. Certain of the matters discussed concerning our
operations, cash flows, financial position, economic performance and financial
condition, including, in particular, future sales, product demand, competition
and the effect of economic conditions include forward-looking statements within
the meaning of section 27A of the Securities Act of 1933, referred to herein as
the Securities Act, and Section 21E of the Securities Exchange Act of 1934,
referred to herein as the Exchange Act.

Statements that are predictive in nature, that depend upon or
refer to future events or conditions or that include words such as expects,
anticipates, intends, plans, believes, estimates and similar
expressions are forward-looking statements. Although we believe that these
statements are based upon reasonable assumptions, including projections of
orders, sales, operating margins, earnings, cash flow, research and development
costs, working capital, capital expenditures, distribution channels,
profitability, new products, adequacy of funds from operations and other
projections, and statements expressing general optimism about future operating
results, and non-historical information, they are subject to several risks and
uncertainties, and therefore, we can give no assurance that these statements
will be achieved.

Readers are cautioned that our forward-looking statements are
not guarantees of future performance and the actual results or developments may
differ materially from the expectations expressed in the forward-looking
statements.

As for the forward-looking statements that relate to future
financial results and other projections, actual results will be different due to
the inherent uncertainty of estimates, forecasts and projections and may be
better or worse than projected. Given these uncertainties, you should not place
any reliance on these forward-looking statements. These forward-looking
statements also represent our estimates and assumptions only as of the date that
they were made. We expressly disclaim a duty to provide updates to these
forward-looking statements, and the estimates and assumptions associated with
them, after the date of this filing to reflect events or changes in
circumstances or changes in expectations or the occurrence of anticipated
events

We undertake no obligation to publicly update any
forward-looking statement, whether as a result of new information, future events
or otherwise. You are advised, however, to consult any additional disclosures we
make in our Form 10-K, Forms 10-Q and Forms 8-K reports to the SEC. Also note
that we provide a cautionary discussion of risk and uncertainties under the
caption "Risk Factors" in this report. These are factors that we think could
cause our actual results to differ materially from expected results. Other
factors besides those listed here could also adversely affect us. This
discussion is provided as permitted by the Private Securities Litigation Reform
Act of 1995.

4

---

PART I

ITEM 1: DESCRIPTION OF BUSINESS

COMPANY OVERVIEW

TOA Distribution Inc (formerly Skyhigh Resources, Inc) (the "Company")
  was incorporated in the State of Delaware on April 2, 2007 to engage in the
  acquisition, exploration and development of natural resource properties. We
  are a development stage Company with no revenues and a limited operating history.
  The principal executive offices are located at, 1791 Marcy Lynn Court San Jose,
  CA 95124

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

The Company also resolved to change its corporate focus, moving
from mining and exploration into bottled drinking water distribution. In
conjunction with this change of focus, the Company board pf directors resolved
to sell its two mining properties described as the Riverbend Property and the
Surprise Claims.

On September 2, 2009 the Company entered into to a
Sub-Distribution agreement with Taste of Aruba (US), Inc to distribute bottled
water products produced in Aruba by Taste of Aruba-Premium Aruban Water. The
water will be bottled in a patented biodegradable bottle that will completely
beak down in a landfill site with five years. The territory in which the Company
can distribute these products include the United States and all its territories
and insular areas in the Caribbean and Pacific such as but not limited to Puerto
Rico, U.S. Virgin Islands, Marshall Islands, and Guam, and all of Canada.

As of the date of this 10-K filing we have not had any revenues
and have not begun operations. We have two mining property assets, which are
held for sale and a Sub-Distribution agreement with Taste of Aruba (US), Inc to
distribute bottled water products. Our Company has no employees at the present
time with the general administration being performed at a cost amounting to
$183.00 per month, by our President and Director Trevor Blank. We do not expect
to commence earning revenues for the foreseeable future.

There is no market for our shares as we have not yet filed a
15c211 to request a trading symbol on the OTC-BB. This is anticipated to be
filed in late 2011. We currently have no stock in the public float. Investors
should be aware their investment in our securities is not liquid; there is the
probability they will be unable to sell their shares and their investment will
be lost.

On October 6, 2008 we filed an S-1 Registration Statement with
the Securities and Exchange Commission to register 1,000,000 shares of common
stock at $0.025 and we are able to sell all the underlying common stock thereby
raising a total of $25,000.00. The S-1 Registration Statement became effective
on March 25, 2009.and qualified 1,00,000 shares of the Companys common stock to
be sold by June 30, 2009 in accordance with the requirements of Section 4(2)
offering under the Securities Act of 1933, as amended and Rule 502 promulgated
thereunder. There were no underwriters for this offering. The offering was fully
subscribed for and the Company raised cash, reduced loans payable and reduced
accounts payable.

BANKRUPTCY OR SIMILAR PROCEEDINGS

We have not been the subject of a bankruptcy, receivership or
similar proceedings.



5

---

PRODUCTS AND SERVICES

We do not currently have any products or services available for
  sale at this time pending completion of a water bottling plant by Taste of Aruba
  and we have no other product or service planned or announced to the public.
  As a result, we have no customers or consumers of our products and we have no
  principal suppliers or sources for raw materials. Government approval if and
  as required will be provided by Taste of Aruba during their production of the
  bottled water products.

MARKETS AND CUSTOMERS

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

COMPETITION

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

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

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

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

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

EMPLOYEES

Corporate Office

We currently have no employees. We do use our executive
officer, Trevor Blank, the president and director of the Company for
administrative duties. Mr Blank currently devotes approximately 2 hours per week
providing management services to us.

There are no formal employment agreements between the Company
and our current executive officer.

6

---

RESEARCH AND DEVELOPMENT EXPENDITURES

We have not incurred any research or development expenditures
since our incorporation.

PATENTS AND TRADEMARKS

We have no current plans for any registrations such as patents,
trademarks, copyrights, franchises, concessions, royalty agreements or labor
contracts. We will assess the need for any copyright, trademark or patent
applications on an ongoing basis.

RISK FACTORS

RISKS RELATED TO OUR BUSINESS

We are a new enterprise intending to engage in the business of
mining exploration and development. The business of acquiring, developing and
producing mineral reserves is inherently risky.

WE ARE AN DEVELOPMENT STAGE COMPANY WITH NO OPERATING HISTORY
IN THE BUSINESS OF BOTTLED WATER DISTRIBUTION. ACCORDINGLY, YOU WILL HAVE NO
BASIS UPON WHICH TO EVALUATE OUR ABILITY TO ACHIEVE OUR BUSINESS OBJECTIVES.

We are an development stage company and have no current
properties or operations therefore it is difficult for potential investors to
evaluate our business. Our proposed operations are therefore subject to all of
the risks inherent in the establishment of a new business enterprise and must be
considered in light of the expenses, difficulties, complications and delays
frequently encountered in connection with the formation of any new business, as
well as those risks that are specific to the our industry. Investors should
evaluate us in light of the delays, expenses, problems and uncertainties
frequently encountered by companies developing markets for new products,
services and technologies. We may never overcome these obstacles.

Our business is speculative and depends upon the implementation
of our business plan and our ability to enter into agreements with third parties
for the distribution of our water product on terms that will be commercially
viable for us.

OUR PROBABLE LACK OF DIVERSIFICATION WILL INCREASE THE RISK OF
AN INVESTMENT IN OUR COMPANY, AS OUR FINANCIAL CONDITION AND RESULTS OF
OPERATIONS MAY DETERIORATE IF WE FAIL TO DIVERSIFY.

Our business will focus on the bottled water distribution industry
  in a single or limited business locations. Larger companies have the ability
  to manage their risk by diversification. However, we will lack diversification,
  in terms of both the nature and geographic scope of our business. As a result,
  we will likely be impacted more acutely by factors affecting our industry or
  the regions in which we operate than we would if our business were more diversified,
  enhancing our risk profile. If we cannot diversify our operations, our financial
  condition and results of operations could deteriorate.

7

---

STRATEGIC RELATIONSHIPS UPON WHICH WE MAY RELY ARE SUBJECT TO
  CHANGE, WHICH MAY DIMINISH OUR ABILITY TO CONDUCT OUR OPERATIONS.

Our ability to successfully identify and enter into commercial
  arrangements with customers will depend on our developing and maintaining close
  working relationships with industry participants, our ability to select and
  evaluate suitable businesses into which we can place our products and to consummate
  transactions in a highly competitive environment. These realities are subject
  to change and may impair our ability to grow.

To develop our business, we will endeavour to use the business
relationships of our management to enter into strategic relationships, which may
take the form of joint ventures with private parties and contractual
arrangements with other distribution companies. We may not be able to establish
these strategic relationships, or if established, we may not be able to maintain
them. In addition, the dynamics of our relationships with strategic partners may
require us to incur expenses or undertake activities we would not otherwise be
inclined to in order to fulfil our obligations to these partners or maintain our
relationships. If our strategic relationships are not established or maintained,
our business prospects may be limited, which could diminish our ability to
conduct our operations.

WE MAY NOT BE ABLE TO EFFECTIVELY ESTABLISH DISTRIBUTION
OPERATIONS OR MANAGE OUR GROWTH, WHICH MAY HARM OUR PROFITABILITY.

Our strategy envisions establishing and expanding our water
distribution business. If we fail to effectively establish distribution outlets
and thereafter growth, our financial results could be adversely affected. Growth
may place a strain on our management systems and resources. We must continue to
refine and expand our business development capabilities, our systems and
processes and our access to financing sources. As we grow, we must continue to
hire, train, supervise and manage new employees. We cannot assure you that we
will be able to:

| | * | meet our capital needs;                                                                                          
| | - | -----------------------------------------------------------------------------------------------------------------
| | * | expand our systems effectively or efficiently
      or in a timely manner;                                       
| | * | allocate our human resources optimally;                                                                          
| | * | identify and hire qualified employees or retain
      valued employees; or                                       
| | * | incorporate effectively the components of any
      business that we may acquire in our effort to achieve growth.

If we are unable to manage our growth, our operations and our
financial results could be adversely affected by inefficiency, which could
diminish our profitability.

OUR BUSINESS MAY SUFFER IF WE DO NOT ATTRACT AND RETAIN
TALENTED PERSONNEL.

Our success will depend in large measure on the abilities,
expertise, judgment, discretion integrity and good faith of our management and
other personnel in conducting our intended business. We presently have a small
management team, which we intend to expand in conjunction with our planned
operations and growth. The loss of a key individual or our inability to attract
suitably qualified staff could materially adversely impact our business.

Our success depends on the ability of our management and employees
  to interpret market and geographcal data correctly and to interpret and respond
  to economic, market and other conditions to locate and adopt appropriate investment
  opportunities, monitor such investments, and ultimately, if required, to successfully
  divest such investments. Further, no assurance can be given that our key personnel
  will continue their association or employment with us or that replacement personnel
  with comparable skills can be found. We will seek to and will ensure that management
  and any key employees are appropriately compensated; however, their services
  cannot be guaranteed. If we are unable to attract and retain key personnel,
  our business may be adversely affected.

8

---

WE DO NOT HAVE EXTENSIVE EXPERIENCE IN PUBLIC COMPANY MATTERS,
  WHICH COULD IMPAIR OUR ABILITY TO COMPLY WITH LEGAL AND REGULATORY REQUIREMENTS.

Our management team has had limited U.S. public company
management experience or responsibilities, which could impair our ability to
comply with legal and regulatory requirements such as the Sarbanes-Oxley Act of
2002 and applicable federal securities laws including filing required reports
and other information required on a timely basis. There can be no assurance that
our management will be able to implement and affect programs and policies in an
effective and timely manner that adequately responds to increased legal,
regulatory compliance and reporting requirements imposed by such laws and
regulations. Our failure to comply with such laws and regulations could lead to
the imposition of fines and penalties and further result in the deterioration of
our business.

RISKS RELATED TO OUR FINANCIAL CONDITION

Acquisition of distribution outlets, and future development and
marketing activities, as well as our administrative requirements (such as
salaries, insurance expenses and general overhead expenses, (as well as legal
compliance costs and accounting expenses) will require a substantial amount of
additional capital and cash flow.

We will require additional capital to continue to operate our
business and our proposed operations. We may be unable to obtain additional
capital as and when required. We may not be successful in locating suitable
financing transactions in the time period required or at all, and we may not
obtain the capital we require by other means. If we do not succeed in raising
additional capital, the capital we have received to date may not be sufficient
to fund our operations going forward without obtaining additional capital
financing.

We may not be successful in locating suitable financing
transactions in the time period required or at all, and we may not obtain the
capital we require by other means. If we do not succeed in raising additional
capital, the capital we have received to date may not be sufficient to fund our
operations going forward without obtaining additional capital financing.

Any additional capital raised through the sale of equity may
dilute your ownership percentage. This could also result in a decrease in the
fair market value of our equity securities because our assets would be owned by
a larger pool of outstanding equity. The terms of securities we issue in future
capital transactions may be more favourable to our new investors, and may
include preferences, superior voting rights and the issuance of warrants or
other derivative securities, and issuances of incentive awards under equity
employee incentive plans, which may have a further dilutive effect.

Our ability to obtain needed financing may be impaired by such
factors as the capital markets, our status as a new enterprise without a
demonstrated operating history (which will impact the amount of asset-based
financing available to us) or the retention or loss of key management. If the
amount of capital we are able to raise from financing activities is not
sufficient to satisfy our capital needs, we may be required to cease our
operations.

9

---

We may incur substantial costs in pursuing future capital financing,
  including investment banking fees, legal fees, accounting fees, securities law
  compliance fees, printing and distribution expenses and other costs. We may
  also be required to recognize non-cash expenses in connection with certain securities
  we may issue, such as convertible notes and warrants, which may adversely impact
  our cash.

WE HAVE A HISTORY OF LOSSES AND AN ACCUMULATED DEFICIT AND
EXPECT TO CONTINUE TO INCUR LOSSES UNTIL WE ESTABLISH PROFITABLE BUSINESS
OPERATIONS.

We incurred a net loss of $7,803 for the year ended March 31, 2011. As at March 31, 2011 we had an accumulated deficit in the aggregate amount of $130,909.

OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM HAS EXPRESSED
DOUBT OF OUR ABILITY TO CONTINUE AS GOING CONCERN. THIS COULD MAKE IT MORE
DIFFICULT FOR US TO RAISE FUNDS AND ADVERSELY AFFECT OUR RELATIONSHIPS WITH
LENDERS, INVESTORS AND SUPPLIERS.

Our independent registered public accounting firm, Seale &
Beers CPAs LLc, have added an explanatory paragraph to their audit opinion
issued in connection with our consolidated financial statements for the period
ended March 31, 2011 with respect to their doubt about our ability to continue.
The Company has incurred operating losses since its inception in April 2007, and
has an accumulated deficit of $130,909 at March 31, 2011, which together raises
doubt about the Companys ability to continue as a going concern. Our ability to
continue as a going concern will be determined by our ability to sustain a
successful level of operations and to continue to raise capital from debt,
equity and other sources. The accompanying consolidated financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.

RISKS RELATED TO OUR COMMON STOCK

NO MARKET CURRENTLY EXISTS FOR OUR SECURITIES AND WE CANNOT
ASSURE YOU THAT SUCH A MARKET WILL EVER DEVELOP, OR IF DEVELOPED, WILL BE
SUSTAINED.

Our common stock is not currently eligible for trading on any
stock exchange and there can be no assurance that our common stock will be
listed on any stock exchange in the future. We intend to apply for listing on
the OTC Bulletin Board trading system pursuant to Rule 15c211 of the Securities
Exchange Act of 1934, but there can be no assurance we will obtain such a
listing. The bulletin board tends to be highly illiquid, in part because there
is no national quotation system by which potential investors can track the
market price of shares except through information received or generated by a
limited number of broker-dealers that make a market in particular stocks. There
is a greater chance of market volatility for securities that trade on the
bulletin board as opposed to a national exchange or quotation system. This
volatility may be caused by a variety of factors, including: the lack of readily
available price quotations; the absence of consistent administrative supervision
of "bid" and "ask" quotations; lower trading volume; and general market
conditions. If no market for our shares materializes, you may not be able to
sell your shares or may have to sell your shares at a significantly lower
price.

10

---

IF OUR SHARES OF COMMON STOCK ARE ACTIVELY TRADED ON A PUBLIC
MARKET, THEY WILL IN ALL LIKELIHOOD BE PENNY STOCKS.

Broker-dealer practices in connection with transactions in
penny stocks are regulated by certain penny stock rules adopted by the SEC.
Penny stocks generally are equity securities with a price per share of less than
$5.00 (other than securities registered on certain national securities exchanges
or quoted on the NASDAQ Stock Market, provided that current price and volume
information with respect to transactions in such securities is provided by the
exchange or system). The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the risks in the penny stock market. The broker-dealer must also
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction,
and monthly account statements showing the market value of each penny stock held
in the customers account. In addition, the penny stock rules generally require
that prior to a transaction in a penny stock the broker-dealer make a special
written determination that the penny stock is a suitable investment for the
purchaser and receive the purchasers written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules..

WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND
COMPLIANCE WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT
DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.

We plan to contact a market maker to apply to have the shares
quoted on the OTC Electronic Bulletin Board. To be eligible for quotation,
issuers must remain current in their filings with the SEC. In order for us to
remain in compliance we will require future revenues to cover the cost of these
filings, which could comprise a substantial portion of our available cash
resources. If we are unable to generate sufficient revenues to remain in
compliance it may be difficult for you to resell any shares you may purchase, if
at all.

THE MARKET PRICE OF OUR COMMON STOCK IS LIKELY TO BE HIGHLY
VOLATILE AND SUBJECT TO WIDE FLUCTUATIONS.

Assuming we are able to establish an active trading market for
our common stock, the market price of our common stock is likely to be highly
volatile and could be subject to wide fluctuations in response to a number of
factors that are beyond our control, including:

- dilution caused by our issuance of additional shares of common stock and
  other forms of equity securities, which we expect to make in connection with
  future capital financings to fund our operations and growth, to attract and
  retain valuable personnel and in connection with future strategic partnerships
  with other companies;
- announcements of acquisitions, reserve discoveries or other business
  initiatives by our competitors;
- fluctuations in revenue from our mineral business as new reserves come to
  market;
- changes in the market for commodities or in the capital markets generally;
- quarterly variations in our revenues and operating expenses;
- changes in the valuation of similarly situated companies, both in our
  industry and in other industries;

11

---

- changes in analysts' estimates affecting us, our competitors or our
  industry;
- changes in the accounting methods used in or otherwise affecting our
  industry;
- additions and departures of key personnel;
- fluctuations in interest rates and the availability of capital in the
  capital markets; and

These and other factors are largely beyond our control, and the
impact of these risks, singly or in the aggregate, may result in material
adverse changes to the market price of our common stock and our results of
operations and financial condition.

OUR OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY, AND THESE
FLUCTUATIONS MAY CAUSE OUR STOCK PRICE TO DECLINE.

Assuming we are able to establish an active trading market for
our common stock ,our operating results will likely vary in the future primarily
as the result of fluctuations in our revenues and operating expenses, expenses
that we incur, the price of minerals in the commodities markets and other
factors. If our results of operations do not meet the expectations of current or
potential investors, the price of our common stock may decline.

WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE
FUTURE.

We do not intend to declare dividends for the foreseeable
future, as we anticipate that we will reinvest any future earnings in the
development and growth of our business. Therefore, investors will not receive
any funds unless they sell their common stock, and stockholders may be unable to
sell their shares on favourable terms or at all. Investors cannot be assured of
a positive return on investment or that they will not lose the entire amount of
their investment in the common stock.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-K contains forward-looking statements that involve
risks and uncertainties. We use words such as anticipate, believe, plan, expect,
future, intend and similar expressions to identify such forward-looking
statements. You should not place too much reliance on these forward-looking
statements. Our actual results are likely to differ materially from those
anticipated in these forward-looking statements for many reasons.

ITEM 2: DESCRIPTION OF PROPERTY

We currently utilize space at the premises of Trevor Blank, an
officer and director of the Company. The premises are located 1791 Marcy Lynn
Court, San Jose CA 95124 formerly we were located at 859 South Haskell, Central
Point OR 97502. The facilities include an answering machine, a fax machine,
computer and office equipment. We intend to use these facilities for the time
being until we feel we have outgrown them. We currently have no investment
policies as they pertain to real estate, real estate interests or real estate
mortgages.

ITEM 3: LEGAL PROCEEDINGS

The Company is not currently involved in any legal proceedings
  and management is not aware of any pending or potential legal actions.

12

---

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

On August 3, 2009 at a Special Meeting of the shareholders where
  at a majority of the shareholders authorized the following changes to the Companys
  Articles of Association and to its issued and outstanding shares.

| | a) | To change the name of the Company to TOA Distribution
      Systems Inc                                                                                                     
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                             
| | b) | To increase the authorized capital to 260,000,000 shares
      consisting of 250,000,000 common shares and 10,000,000 preferred shares
      per attached Amendment document
| |    |                                                                                                                                                                             
| | c) | To roll forward the Companys issued and outstanding
      shares on a 10 for 1 basis.                                                                                      

ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

No market exists for our shares, We are not listed on any
exchange.

MARKET INFORMATION

The Company intends to make application to FINRA for the
Company's shares to be quoted on the OTCBB. The Company's application to FINRA
will consist of current corporate information, financial statements and other
documents as required by Rule 15c211 of the Securities Exchange Act of 1934.

DIVIDENDS

There are no restrictions in our articles of incorporation or
bylaws that prevent us from declaring dividends. Delaware General Corporation
Law, Chapter V, Section 170 however, do prohibit us from declaring dividends
where, after giving effect to the distribution of the dividend:

- if the capital of the corporation, computed in accordance with Delaware
  General Corporation Law, shall have been diminished by depreciation in the
  value of its property, or by losses, or otherwise, to an amount less than the
  aggregate amount of the capital represented by the issued and outstanding
  stock of all classes having a preference upon the distribution of assets, the
  directors of such corporation shall not declare and pay out of such net
  profits any dividends upon any shares of any classes of its capital stock
  until the deficiency in the amount of capital represented by the issued and
  outstanding stock of all classes having a preference upon the distribution of
  assets shall have been repaired.

ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION

PLAN OF OPERATION

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

13

---

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

RESULTS OF OPERATIONS

Results of Operations for the Year Ended March 31, 2011
compared to March 31, 2010.

No sales or income was recorded for the year

Operating Costs and Expenses

Total expenses incurred during the for the Year Ended March 31, 2011 totalling $7,803 compared to $74,388 for the same period ending March 31, 2010.  Office and Administration costs amounted to $5,577 in the year ended March 31, 2011 compared to $24,658 during same period ended March 31, 2010, the difference made up primarily of higher professional fees. Impairment Expense-Mining Claims totalled $0 in the period ended March 31, 201 compared to $6,250 for the comparable period ended March 31, 2010.  Impairment Expense-Distribution Agreement totalled $0 in the period ended March 31, 2011 compared to $42,500 for the comparable period ended March 31, 2010. The Company has only one Distribution Agreement and it was fully impaired in the March 31, 2010 period. Foreign Exchange amounted to a loss of $3 in the Year Ended March 31, 2011 compared to again of $36 in the comparable period ended March 31, 2010. Interest expense amounted to $2,223 in the period ended March 31, 2011 compared to $1,016 in the comparable period ended March 31, 2010, the increase in 2011 amounting to $1,207. In the period ended March 31, 2011, additional loans were received and the interest was calculated on a larger amount of loans payable.

SELECTED FINANCIAL INFORMATION

|                     |   | March 31, 2011 |  
|-------------------- | - | -------------- | -
|Current Assets       | $ | 97             |  
|Total Assets         | $ | 97             |  
|Current Liabilities  | $ | (34,256        | )
|Stockholders' Equity | $ | (34,256        | )

LIQUIDITY AND CAPITAL RESOURCES

Our cash balance is $97 at March 31, 2011. We have arranged for
sufficient addition loans to fund our limited levels of operations until
December 31, 2011. We are a development stage company and have generated no
revenue to date. We sold 1,000,000 shares of common stock in June 2009 for
$25,000 of which cash amounting to $6,000,and debt reduction amounting to
$19,000. The debt reduction consisted of loans payable amounting to $8,287 and
accounts payable amounting to $10,713. We have loans payable including interest
amounting to $26,237 due December 2012 and accounts payable amounting to $19. We
will have adequate funds available to pay for our minimum level of
operations.

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

14

---

OFF-BALANCE SHEET ARRANGEMENTS

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

CRITICAL ACCOUNTING POLICIES

This summary of significant accounting policies is presented to
assist in understanding the Companys financial statements. The financial
statements and notes are representations of the Companys management who is
responsible for their integrity and objectivity. These accounting policies
conform to generally accepted accounting principles in the United States of
America and have been consistently applied in the preparation of the financial
statements. The financial statements are stated in United States of America
dollars.

Organizational and Start-up Costs

Costs of start-up activities, including organizational costs,
are expensed as incurred in accordance with ASC 720-15.

Income Taxes

The Company has adopted the Statement of Financial Accounting
Standards No. 109  Accounting for Income Taxes (ASC 740). ASC 740 requires
the use of the asset and liability method of accounting of income taxes. Under
the asset and liability method of ASC 740, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to temporary
differences between the financial statements carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled.

Basic and Diluted Loss Per Share

In accordance with ASC 260  Earnings Per Share, the basic
loss per common share is computed by dividing net loss available to common
stockholders by the weighted average number of common shares outstanding.
Diluted loss per common share is computed similar to basic loss per common share
except that the denominator is increased to include the number of additional
common shares that would have been outstanding if the potential common shares
had been issued and if the additional common shares were dilative. At March 31,
2011 the Company had no stock equivalents that were anti-dilutive and excluded
in the earnings per share computation.

Estimated Fair Value of Financial Instruments

The carrying value of the Companys financial instruments,
consisting of accounts payable and accrued liabilities approximate their fair
value due to the short-term maturity of such instruments. Unless otherwise
noted, it is managements opinion that the Company is not exposed to significant
interest, currency or credit risks arising from these financial statements.

15

---

Revenue Recognition

The company has had no revenues to date. It is the Companys
  policy that revenues will be recognized in accordance with SEC Staff Accounting
  Bulletin (SAB) No. 104, "Revenue Recognition." Under SAB 104, product revenues
  (or service revenues) are recognized when persuasive evidence of an arrangement
  exists, delivery has occurred (or service has been performed), the sales price
  is fixed and determinable and collectability is reasonably assured.

Currency

The functional currency of the Company is the United States
Dollar.

Use of Estimates

The preparation of the Companys financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in these
financial statements and accompanying notes. Actual results could differ from
those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments with
an original maturity of three months or less to be cash equivalents.

Earnings (Loss) Per Share

Earnings (loss) per share of common stock are computed by
dividing the net earnings (loss) by the weighted average number of common shares
outstanding during the period. Diluted earnings per share are not shown for
periods in which the Company incurs a loss because it would be
anti-dilutive.

Advertising Costs

The Companys policy regarding advertising is to expense
advertising when incurred. The Company had not incurred any advertising expense
as of March 31, 2011 and 2010.

Other

The Company consists of one reportable business segment. The
Company paid no dividends during the periods from inception April 2, 2007 to
March 31, 2011.

Recent Accounting Pronouncements

The Company has evaluated the recent accounting pronouncements
and believes that none of these will have a material effect on the companys
financial statements.

PART II - FINANCIAL INFORMATION

ITEM 7: FINANCIAL STATEMENTS

Our fiscal year end is March 31. We will provide audited financial
  statements to our stockholders on an as requested basis. Our consolidated audited
  financial statements for the fiscal years ended March 31, 2010 and March 31,
  2011 follow. These financial statements include as well, accumulated costs from
  inception on April 2, 2007 to March 31, 2011 FINACIAL STATEMENTS

16

---

TOA Distribution Systems Inc
  (formerly known as Skyhigh Resources Inc) 
  A Development Stage Company 
  Financial Statements 
  March 31, 2011

|                                                              | Page       
|------------------------------------------------------------- | -----------
|Report of Independent
      Registered Public Accounting Firm | F-1        
|Financial Statements:                                         |            
|Balance Sheet                                                 | F-2        
|Statement of Operations                                       | F-3        
|Statement of Cash Flow                                        | F-4        
|Notes to Financial Statements                                 | F-6 to F-10

17

---

SEALE AND BEERS, CPAsPCAOB & CPAB
REGISTERED AUDITORSwww.sealebeers.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

To the Board of Directors and Stockholders ofTOA
Distribution Systems, Inc. (fka Skyhigh Resources, Inc.) (A Development
Stage Company)

We have audited the accompanying balance sheets of TOA
Distribution Systems, Inc. (fka Skyhigh Resources, Inc.) (A Development Stage
Company) as of March 31, 2011 and 2010, and the related statements of
operations, stockholders equity (deficit) and cash flows for the years ended
March 31, 2011 and 2010 and since inception on April 2, 2007 through March 31,
2011. TOA Distribution Systems, Inc.s management is responsible for these
financial statements. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the 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 TOA
Distribution Systems, Inc. (fka Skyhigh Resources, Inc.) (A Development Stage
Company) as of March 31, 2011 and 2010, and the related statements of
operations, stockholders equity (deficit) and cash flows for the years ended
March 31, 2011 and 2010 and since inception on April 2, 2007 through March 31,
2011., in conformity with accounting principles generally accepted in the United
States of America.

The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
3 to the financial statements, the Company has no business operations to date,
an accumulated deficit of $130,909, and has earned no revenues since inception,
which raises substantial doubt about its ability to continue as a going concern.
Managements plans concerning these matters are also described in Note 3. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

/s/ Seale and Beers, CPAs

Seale and Beers, CPAs Las Vegas, Nevada August 3,
2011

50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107 Phone: (888)727-8251
  Fax: (888)782-2351

F-1

---

|TOA Distribution Systems Inc             
|-----------------------------------------
|(formerly known as Skyhigh Resources Inc)
|A Development Stage Company              
|Condensed Balance Sheets                 
|(Audited)                                

|                                                                                                                                                             |   | At March |   |   | At March |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | -------- | - | - | -------- | -
|                                                                                                                                                             |   | 31, 2011 |   |   | 31, 2010 |  
|                                                                                                                                                             |   |          |   |   |          |  
|ASSETS                                                                                                                                                       |   |          |   |   |          |  
|Current Assets                                                                                                                                               |   |          |   |   |          |  
|Cash                                                                                                                                                         | $ | 97       |   | $ | 844      |  
|Total Current Assets                                                                                                                                         |   | 97       |   |   | 844      |  
|                                                                                                                                                             |   |          |   |   |          |  
|LIABILITIES                                                                                                                                                  |   |          |   |   |          |  
|Current Liabilities                                                                                                                                          |   |          |   |   |          |  
|Accrued Expenses                                                                                                                                             |   | 8,000    |   |   | 4,000    |  
|Accounts Payable                                                                                                                                             |   | 19       |   |   | 316      |  
|Loans Payable Related Parties- Principal (Note 7)                                                                                                            |   | 23,127   |   |   | 21,998   |  
|Loans Payable Related Parties- Accrued
      Interest (Note 7)                                                                                               |   | 3,110    |   |   | 886      |  
|Total Current Liabilities                                                                                                                                    | $ | 34,256   |   | $ | 27,200   |  
|                                                                                                                                                             |   |          |   |   |          |  
|STOCKHOLDERS EQUITY                                                                                                                                         |   |          |   |   |          |  
|Capital Stock                                                                                                                                                |   |          |   |   |          |  
|Preferred Shares - 10,000,000 Shares Authorized, at $0.001
      per share - Zero Issued and Outstanding                                                     |   |          |   |   |          |  
|Common Stock - 250,000,000 authorized at
      $0.001 par value - 47,100,060 Issued and Outstanding at March 31, 2011
      and March 31, 2010, respectively |   | 47,100   |   |   | 47,100   |  
|Additional paid-in capital                                                                                                                                   |   | 49,650   |   |   | 49,650   |  
|Deficit Accumulated During the Development
      Stage                                                                                                       |   | (130,909 | ) |   | (123,106 | )
|Total Stockholders Equity                                                                                                                                   | $ | (34,159  | ) | $ | (26,356  | )
|                                                                                                                                                             |   |          |   |   |          |  
|Total Liabilities and Stockholders Equity                                                                                                                   | $ | 97       |   | $ | 844      |  

The accompanying notes are an integral part of these Financial
Statements

F-2

---

|TOA Distribution Systems Inc (formerly
      known as Skyhigh Resources Inc)
|----------------------------------------------------------------------------
|A Development Stage Company                                                 
|Condensed Statements of Operations                                          
|(Audited)                                                                   

|                                                     |   |             |   |   |             |   |   | Cumulative        |  
|---------------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ----------------- | -
|                                                     |   |             |   |   |             |   |   | Amounts from Date |  
|                                                     |   | Year Ending |   |   | Year Ending |   |   | of Incorporation  |  
|                                                     |   | March 31,   |   |   | March 31,   |   |   | April 2, 2007 to  |  
|                                                     |   | 2011        |   |   | 2010        |   |   | March 31, 2011    |  
|Revenue                                              | $ | 0           |   | $ | 0           |   | $ | 0                 |  
|Expenses                                             |   |             |   |   |             |   |   |                   |  
|General and Administrative                           |   | 5,577       |   |   | 24,658      |   |   | 58,795            |  
|Impairment Expense-Mining Claim                      |   | -           |   |   | 6,250       |   |   | 26,250            |  
|Impairment Expense-Distribution Agmt                 |   | -           |   |   | 42,500      |   |   | 42,500            |  
|Total Expenses                                       |   | 5,577       |   |   | 73,408      |   |   | 127,545           |  
|                                                     |   |             |   |   |             |   |   |                   |  
|Net Loss from Operations                             |   | (5,577      | ) |   | (73,408     | ) |   | (127,545          | )
|Other Income and (Expense)                           |   |             |   |   |             |   |   |                   |  
|Foreign Exchange                                     |   | (3          | ) |   | 36          |   |   | 33                |  
|Interest Expense                                     |   | (2,223      | ) |   | (1,016      | ) |   | (3,397            | )
|Provision for Income Tax                             |   | -           |   |   | -           |   |   | -                 |  
|Net Loss For The Period                              |   | (7,803      | ) |   | (74,388     | ) |   | (130,909          | )
|                                                     |   |             |   |   |             |   |   |                   |  
|Basic And Diluted Loss Per Common Share              | $ | (0.00       | ) | $ | (0.00       | ) |   |                   |  
|Weighted Average Number of Common Shares Outstanding |   | 47,100,060  |   |   | 37,771,609  |   |   |                   |  

The accompanying notes are an integral part of these Financial
Statements

F-3

---

|TOA Distribution Systems Inc             
|-----------------------------------------
|(formerly known as Skyhigh Resources Inc)
|A Development Stage Company              
|Condensed Statements of Cash Flows       
|(Audited)                                

|                                                                  |  |             |   |  |           |   |  | Cumulative Amounts     |  
|----------------------------------------------------------------- |  | ----------- | - |  | --------- | - |  | ---------------------- | -
|                                                                  |  |             |   |  |           |   |  | from Date of           |  
|                                                                  |  |             |   |  | Year      |   |  | Incorporation April 2, |  
|                                                                  |  | Year Ending |   |  | Ending    |   |  | 2007 to March 31,      |  
|                                                                  |  | March 31,   |   |  | March 31, |   |  | 2011                   |  
|                                                                  |  | 2011        |   |  | 2010      |   |  |                        |  
|Operating Activities                                              |  |             |   |  |           |   |  |                        |  
|Net Income (Loss)                                                 |  | (7,803      | ) |  | (74,388   | ) |  | (130,909               | )
|Adjustments To Reconcile Net Loss To Net
      Cash               |  |             |   |  |           |   |  |                        |  
|Provided by Operations                                            |  | -           |   |  | -         |   |  | -                      |  
|Stock Issued for Expenses and
      Related Party loans           |  | -           |   |  | 19,000    |   |  | 22,000                 |  
|Company Expenses paid by Related Parties                          |  | 1,129       |   |  | 9,108     |   |  | 11,395                 |  
|Impairment of mining Property                                     |  | -           |   |  | 6,250     |   |  | 26,250                 |  
|Impairment -Distribution License                                  |  | -           |   |  | 42,500    |   |  | 42,500                 |  
|Change in Assets and Liabilities                                  |  |             |   |  |           |   |  |                        |  
|Increase (decrease) accounts payable                              |  | (297        | ) |  | (14,056   | ) |  | 19                     |  
|Increase (decrease) in accrued
      expenses                     |  | 4,000       |   |  | 500       |   |  | 8,000                  |  
|Increase (Decrease) in Accrued Interest-Related Party             |  | 2,224       |   |  | 886       |   |  | 3,110                  |  
|Net Cash Provided (Used) by Continuing
      Operating Activities |  | (747        | ) |  | (10,200   | ) |  | (17,635                | )
|Net Cash Provided (Used) by Investing Activities                  |  | -           |   |  | -         |   |  | -                      |  
|Investing Activities                                              |  |             |   |  |           |   |  |                        |  
|Net Cash Provided (Used) by Investing Activities                  |  | -           |   |  | -         |   |  | -                      |  
|Financing Activities                                              |  |             |   |  |           |   |  |                        |  
|Cash provided by (Used for) Notes Payable Related
      Party     |  | -           |   |  | 4,732     |   |  | 11,732                 |  
|Stock Issued for Cash                                             |  | -           |   |  | 6,000     |   |  | 6,000                  |  
|Net Cash Provided (Used) by Financing Activities                  |  | -           |   |  | 10,732    |   |  | 17,732                 |  
|Increase (Decrease) in Cash from
      Continuing Operations      |  | (747        | ) |  | 532       |   |  | 97                     |  
|Cash and Cash Equivalents at Beginning of Period                  |  | 844         |   |  | 312       |   |  | -                      |  
|Cash and Cash Equivalents at End of
      Period                  |  | 97          |   |  | 844       |   |  | 97                     |  
|Supplemental Information                                          |  |             |   |  |           |   |  |                        |  
|Cash Paid For:                                                    |  |             |   |  |           |   |  |                        |  
|Income Taxes                                                      |  | -           |   |  | -         |   |  | -                      |  
|Non-Cash Activities                                               |  |             |   |  |           |   |  |                        |  
|Stock issued for services                                         |  | -           |   |  | -         |   |  | 3,000                  |  
|Stock issued for Company expenses                                 |  | -           |   |  | 287       |   |  | 287                    |  
|Stock issued for Accounts Payable                                 |  | -           |   |  | 10,713    |   |  | 18,713                 |  
|Stock Issued for mining claims                                    |  | -           |   |  | 6,250     |   |  | 26,250                 |  
|Stock Issued for Distribution Agreement                           |  | -           |   |  | 42,500    |   |  | 42,500                 |  
|Interest                                                          |  | 2,223       |   |  | 1,016     |   |  | 3,144                  |  

The accompanying notes are an integral part of these Financial
Statements

F-4

---

|TOA Distribution Systems Inc                          
|------------------------------------------------------
|(formerly known as Skyhigh Resources Inc)             
|A Development Stage Company                           
|Condensed Statements of Stockholders Equity (Defecit)
|From Inception on April 2, 2007 through March 31, 2010
|(Audited)                                             

DeficitAccumulatedAdditional
    
    
    During theCommon Stock
    
    
    Paid-In
    
    
    Development
    
    
    Stockholders'Shares
    
    
    Amount
    
    
    Capital
    
    
    Stage
    
    
    EquityBalance, April 2, 2007 (Date of Inception)
    
    -
    
    $
    -
    
    $
    -
    
    $
    -
    
    $
    -Common Stock issued for cash at $0.0001 on December 13,
      2007
    
    15,000,000
    
    
    15,000
    
    
    (13,500
    )
    
    
    
    
    1,500Common Stock issued for debt at $0.0025 on
      December 13, 2007
    
    600,000
    
    
    600
    
    
    900
    
    
    
    
    
    1,500Common Stock issued for mining property at $0.01 on January
      10, 2008
    
    2,000,000
    
    
    2,000
    
    
    18,000
    
    
    
    
    
    20,000Deficit for Period from Inception on April 2, 2007 through
      March 31, 2008
    
    
    
    
    
    
    
    
    
    
    (10,472
    )
    
    (10,472
    )Balance March 31,
      2008
    
    17,600,000
    
    
    17,600
    
    
    5,400
    
    
    (10,472
    )
    
    12,528Deficit for the year ended March 31,2009
    
    
    
    
    
    
    
    
    
    
    (38,246
    )
    
    (38,246
    )Balance March 31,
      2009
    
    17,600,000
    
    
    17,600
    
    
    5,400
    
    
    (48,718
    )
    
    (25,718
    )Common Stock issued for Cash at $0.0025 on
      May 11, 2009
    
    2,400,000
    
    
    2,400
    
    
    3,600
    
    
    
    
    
    6,000Common Stock issued for Accounts Payable - Related Party at
      $0.0025 on June 1, 2009
    
    4,285,000
    
    
    4,285
    
    
    6,428
    
    
    
    
    
    10,713Common Stock issued for Loan Payable at
      $0.0025 on June 13, 2009
    
    3,315,000
    
    
    3,315
    
    
    4,972
    
    
    
    
    
    8,287Common Stock issued for Mining Property at $0.0025 on June
      15, 2009
    
    2,500,060
    
    
    2,500
    
    
    3,750
    
    
    
    
    
    6,250Common Shares issued for Sub-Distribution
      Agreement at $0.0025 on September 2, 2009
    
    17,000,000
    
    
    17,000
    
    
    25,500
    
    
    
    
    
    42,500Deficit for the
      year ended March 31, 2010
    
    
    
    
    
    
    
    
    
    
    (74,388
    )
    
    (74,388
    )Balance March 31,
      2010
    
    47,100,060
    
    
    47,100
    
    
    49,650
    
    
    (123,106
    )
    
    (26,356
    )Deficit for the year ended March 31, 2011
    
    
    
    
    
    
    
    
    
    
    (7,803
    )
    
    (7,803
    )Balance March 31,
      2011
    
    47,100,060
    
    
    47,100
    
    
    49,650
    
    
    (130,909
    )
    
    (34,159
    )


The accompanying notes are an integral part of these Financial
Statements

F-5

---

|TOA Distribution Systems Inc             
|-----------------------------------------
|(formerly known as Skyhigh Resources Inc)
|A Development Stage Company              
|Notes to Financial Statements            
|March 31, 2011                           

|NOTE 1. | BASIS OF PRESENTATION
|------- | ---------------------

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

The Company also resolved to change its corporate focus, moving
from mining and exploration into bottled drinking water distribution.

On September 2, 2009 the Company entered into to a
Sub-Distribution agreement with Taste of Aruba (US), Inc to distribute bottled
water products produced in Aruba by Taste of Aruba-Premium Aruban Water. The
territory in which the Company can distribute these products include the United
States and all its territories and insular areas in the Caribbean and Pacific
such as but not limited to Puerto Rico, U.S. Virgin Islands, Marshall Islands,
and Guam, and all of Canada.

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

The Company currently owns two (2) mineral properties, which
were acquired by issuing stock to related parties and which have been fully
impaired on acquisition. These claims are deemed surplus and have been for sale
for approximately two years.

|NOTE 2. | SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES
|------- | ------------------------------------------------

This summary of significant accounting policies is presented to
assist in understanding the Companys financial statements. The financial
statements and notes are representations of the Companys management who is
responsible for their integrity and objectivity. These accounting policies
conform to generally accepted accounting principles in the United States of
America and have been consistently applied in the preparation of the financial
statements. The financial statements are stated in United States of America
dollars.

|a) | Organizational and Start-up Costs
|-- | ---------------------------------

Costs of start-up activities, including organizational costs,
are expensed as incurred in accordance with ASC 720-15.

|b) | Income Taxes
|-- | ------------

The Company has adopted the Statement of Financial Accounting
Standards No. 109  Accounting for Income Taxes (ASC 740). ASC 740 requires
the use of the asset and liability method of accounting of income taxes. Under
the asset and liability method of ASC 740, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to temporary
differences between the financial statements carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled.

F-6

---

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (Contd)
|-- | ---------------------------------------------------------
|   |                                                          
|c) | Basic and Diluted Loss Per Share                         

In accordance with ASC 260  Earnings Per Share, the basic
loss per common share is computed by dividing net loss available to common
stockholders by the weighted average number of common shares outstanding.
Diluted loss per common share is computed similar to basic loss per common share
except that the denominator is increased to include the number of additional
common shares that would have been outstanding if the potential common shares
had been issued and if the additional common shares were dilative. At March 31,
2011 the Company had no stock equivalents that were anti-dilutive and excluded
in the earnings per share computation.

|d) | Estimated Fair Value of Financial
  Instruments
|-- | -----------------------------------------------

The carrying value of the Companys financial instruments,
consisting of accounts payable and accrued liabilities approximate their fair
value due to the short-term maturity of such instruments. Unless otherwise
noted, it is managements opinion that the Company is not exposed to significant
interest, currency or credit risks arising from these financial statements.

|e) | Revenue Recognition
|-- | -------------------

The company has had no revenues to date. It is the Companys
policy that revenues will be recognized in accordance with SEC Staff Accounting
Bulletin (SAB) No. 104, "Revenue Recognition." Under SAB 104, product revenues
(or service revenues) are recognized when persuasive evidence of an arrangement
exists, delivery has occurred (or service has been performed), the sales price
is fixed and determinable and collectability is reasonably assured.

|f) | Currency
|-- | --------

The functional currency of the Company is the United States
Dollar.

|g) | Use of Estimates
|-- | ----------------

The preparation of the Companys financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in these
financial statements and accompanying notes. Actual results could differ from
those estimates.

|h) | Cash and Cash Equivalents
|-- | -------------------------

The Company considers all highly liquid debt instruments with
an original maturity of three months or less to be cash equivalents.

|i) | Earnings (Loss) Per Share
|-- | -------------------------

Earnings (loss) per share of common stock are computed by
dividing the net earnings (loss) by the weighted average number of common shares
outstanding during the period. Diluted earnings per share are not shown for
periods in which the Company incurs a loss because it would be
anti-dilutive.

|j) | Advertising Costs
|-- | -----------------

The Companys policy regarding advertising is to expense
advertising when incurred. The Company had not incurred any advertising expense
as of March 31, 2011 and 2010.

F-7

---

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (Contd)
|-- | ---------------------------------------------------------
|   |                                                          
|k) | Other                                                    

The Company consists of one reportable business segment. The
Company paid no dividends during the periods from inception April 2, 2007 to
March 31, 2011.

|NOTE 3. | GOING CONCERN
|------- | -------------

The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles (GAAP) in the United
States of America, which contemplates continuation of the Company as a going
concern. However, the Company has no business operations to date, accumulated
losses amounting to $130,909 and must secure additional financing to commence
the Companys plan of operations, which means there is substantial concern about
the Companys ability to continue as a going concern. The Company intends to
acquire additional operating capital through equity offerings to the public to
fund its business plan or loans from shareholders and others. There is no
assurance that the equity offerings will be successful or loans will be received
to provide sufficient funds to commence operations or to assure the eventual
profitability of the Company.

|NOTE 4. | RECENT ACCOUNTING PRONOUNCEMENTS
|------- | --------------------------------

The Company has evaluated the recent accounting pronouncements
and believes that none of these will have a material effect on the companys
financial statements.

|NOTE 5. | MINING PROPERTY
|------- | ---------------

The Company has made a decision to shift it activities from
mining and exploration to bottled water distribution and will divest itself of
the two properties it owns.

We own two mineral claims, both of which were fully impaired on
acquisition and were acquired for common stock issued to related parties, the
value being determined by assigning the value of the stock we issued in
accordance with ASC 505-50-30-6.

The two mineral claims are:

a)          A 75%
undivided interest in a mineral claim acquired in January 2008. The claim is
located along the Fraser River approximately 42 kilometers (26 miles) northwest
of Quesnel, British Columbia, Canada. The property is comprised of one mineral
claim; tenure number 594024 covering 482.82 hectares (1090 acres).

During the fiscal years March 31, 2010 and March 31, 2011 the
Company paid $1,029 and $390 respectively to the Government of British Columbia,
Canada in maintenance/filing fees for the Fraser River mineral claim.

b)          A mineral
claim located at Strohn Creek acquired in June 2009 for which we issued
2,500,060 post roll-forward shares at $0.0025 per share, further described as
the Meziadin Lake Project, located approximately 35 kilometers east of Stewart,
British Columbia. The property is comprised of 2 mineral claims, tenure number
551606 and 551608 covering approximately 613.5 hectares (1,516 Acres). A
geologist engaged by the property vendor prepared a Geological Report on the
property. This report was written in accordance with the requirements of
Canadian National Instrument 43-101, Standards for Disclosure for mineral
properties.

During the fiscal years March 31, 2010 and March 31, 2011 the
Company paid $1,361 and $1,579 respectively to the Government of British
Columbia, Canada in maintenance/filing fees for the Meziadin Lake mineral
claims.

|c) | Impairment of Mining Properties
|-- | -------------------------------

The Company periodically reviews for impairment its long-lived
assets whenever events or changes in circumstances indicate that the carrying amount of an asset may
not be recoverable. Management determined that its mineral claim assets require
impairment as no production has occurred and none is being planned.

F-8

---



|NOTE 5. | MINING PROPERTY (Contd)
|------- | ------------------------

The Company
has made a decision to shift its activities from mining exploration to bottled
water distribution. As a result of these conditions, the Meziadin Lake mining
property have been fully impaired.. The total impairment cost for these two
mineral claims totalled $26,250. These two mineral claims were acquired from
related parties, the value of which was determined by assigning the value of the
stock we issued in accordance with ASC 505-50-30-6.

|NOTE 6. | SUB-DISTRIBUTION AGREEMENT
|------- | --------------------------

On September 2, 2009 the Company signed an Exclusive
Sub-Distribution Agreement (Agreement) with Taste of Aruba (US) Inc, a State
of Nevada Incorporated company, owner and master distributor of products from
Taste of Aruba-Premium Aruban Water. Under the Agreement, the Company will
distribute in the United States, its territories and insular areas in the
Caribbean and Pacific and Canada, bottled water produced under license in Aruba
by Water Energy Company-Aruba. To maintain the Agreement, the Company will be
required to meet certain product sales volumes after Taste of Aruba commences
production. The start of production by Taste of Aruba had been delayed due to it
inability to complete funding arrangements which is now reported to be eminent.
If Taste of Aruba receives funding as projected, the production facility is
expected to be complete by March 31, 2012. Payment for the Agreement cost of
$42,500, which was fully impaired on acquisition, was paid by the issuance of
17,000,000 post dividend shares of the Companys common restricted stock issued
in accordance with ASC 505-50-30-6 at $0025 per share.

The Company periodically reviews for impairment its long-lived
assets whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. Management has determined that its
Distribution Agreement asset requires impairment. As no sale activities have
occurred, no product is yet available for sale and funds to establish a sales
and distribution operation have not been secured. As a result of these
conditions, the distribution agreement with Taste of Aruba (US) Inc was 100%
impaired on acquisition, during this fiscal year. The total impairment cost for
this Agreement totals $42,500.

|NOTE 7. | LOANS PAYABLE  RELATED PARTIES
|------- | -------------------------------

Loans payable to related parties resulted from funds provided
by a director and from shareholders of the company as cash loans, for payment of
certain operating expenses and for services provided.

Loans payable to a director totaled $4,209, made up of
principal amounting to $3,660 and accrued interest of $549

Loans payable to shareholders totaled $22,393; made up of
principal amounting to $19,467 and accrued interest amounting to $ 2,308.

In aggregate, Loans Payable Related Parties to March 31, 2011
totalled $26,237 made up of $23,127 for principal and $3,110 for accrued
interest.

Up to September 30, 2009 these Related Party Loans were without
defined interest or payment terms and were payable on demand. In the quarter
ended September 30, 2009 Loan Agreements were entered into which clarified and
confirmed the terms and conditions. Commencing October 1, 2009, the outstanding
amount and subsequent amounts, if any, are payable on demand, interest will
accrue at the rates of 10% per annum and if earlier demand for payment is not
made, the loans are payable November 30, 2012

|NOTE 8. | EQUITY
|------- | ------

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

F-9

---

|NOTE 8. | EQUITY (Contd)
|------- | ---------------

At March 31, 2010 we
had zero preferred stock issued and outstanding and had 47,100,060 common shares
issued and outstanding, which were issued on the dates and purposes listed
below.

- 15,000,000 common shares issued to a director for cash at $0.0001 on
  December 13, 2007
- 600,000 common shares issued for services at $0.0025 on December 13, 2007
- 2,000,000 common shares issued for a mining property at $0.01 on
  January10, 2007

On March 24, 2009 the company
received approval of an S-1 Registration Statement filed with the Securities and
Exchange Commission for 1,000,000 common shares at $0.0025, as follows:

- 2,400,000 common shares issued for cash on May 11, 2009
- 4,285,000 common shares issued for accounts payable on June 1, 2009
- 3,315,000 common shares issued to a related party for loan payable on June
  13, 2009
- 2,500,000 common shares issued for a mining property on June 15, 2009
- 17,000,000 common shares issued for a sub-distribution agreement on Sept
  2, 2009

In accordance with ASC 505 the Companys management is required
to analyse any stock issued in exchange for goods or services with non-employees
for other than cash at the most reliable measure of either the fair value of the
securities issued or the fair value of the consideration the Company receives.
In this regard management analyzed the value of the stock issued for its
Surprise mineral claims purchased on June 15, 2009 and the Sub-Distribution
Agreement acquired on September 2, 2009. In accordance with ASC 505-50-30-6 it
was determined that the price per share used in those stock issuances did not
meet ASC requirements. Being unable to establish a fair value of either the
Surprise mineral claims or the Sub-Distribution Agreement, Management determined
the most reliable method to determine fair market value as being the price of
previous stock issues. A review of recent stock issuances determined the price
per share should be $0.0025.

|NOTE 9 | IMMATERIAL ERRORS IN PREVIOUS INTERIM
      FINANCIAL **STATEMENTS**
|------ | --------------------------------------------------------------------

The Meziadin Lake Project mineral claims had been valued at
$25,000 based on 2,500,000 shares of common stock being issued at $0.01 per
share. After revising the price to $0.0025 per share in accordance with ASC 505,
the price of the asset was reduced from $25,000 to $6,250.

The Sub-Distribution Agreement with Taste of Aruba (US) Inc had
been valued at $17,000 based on 17,000,000 shares of common stock being issued
at $0.001 per share. After revising the price to $0.0025 per share in accordance
with ASC 505, the price of the asset was increased from $17,000 to $42,500.

These changes effect the quarterly periods ending June 30, 2009
and September 30, 2009, however as the changes resulted in a Earning per Share
loss of only $.0002, managements asserts that the change were non-material and
did not file amended quarterly reports.

|NOTE 10 | SUBSEQUENT EVENTS
|------- | -----------------

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

F-10

---

EVALUATION OF DISCLOSURE CONTROLS

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

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

EVALUATION OF AND REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting for the company. Internal
control over financial reporting is to provide reasonable assurance regarding
the reliability of our financial reporting purposes accordance with accounting
principles generally accepted in the United States of America. Internal control
over financial reporting includes maintaining records that in reasonable detail
accurately and fairly reflect our transaction; providing reasonable assurance
that transactions are recorded as necessary for preparations of our financial
statements; providing reasonable assurance that receipts and expenditures of
company assets are made in accordance with management authorization; and
providing reasonable assurance that unauthorized acquisitions, use or
disposition of company assets that could have a material effect on our financial
statements would be prevented or detected.

Management conducted an evaluation of the effectiveness of our
  internal control over financial reporting based on the framework in Internal
  Control  Integrated Framework issued by the Committee of Sponsoring Organizations
  of the Treadway Commission. Based on this evaluation management concluded that
  the Company's internal control over financial reporting was ineffective as of
  March 31, 2011. There where no changes in our internal control over financial
  reporting during the period ended March 31, 2010 that have materially affected,
  or are reasonable likely to materially affect, or are reasonably likely to material
  affect, our internal control over financial reporting.

18

---



PART III

MANAGEMENT

ITEM 9:        
 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table sets forth the names and ages of our
current directors and executive officers. Also the principal offices and
positions with us held by each person and the date such person became our
director, executive officer. Our Board of Directors appoints our executive
officers. Our directors serve until the earlier occurrence of the election of
his or her successor at the next meeting of stockholders, death, resignation or
removal by the Board of Directors. There are no family relationships among our
directors, executive officers, and director nominees.

|Name         | Age | Position                                                                                 
|------------ | --- | -----------------------------------------------------------------------------------------
|Trevor Blank | 63  | President, Chief Executive
      Officer, Chief Financial Officer, Secretary and Director

Trevor Blank

Between the periods commencing September 2004 to the current
  date, our President Mr. Trevor Blank has been the owner and general manager
  of The Foothills Group; a state of Oregon sole proprietorship engaged in business
  development. During this period he provided business consulting services to
  various private and public companies to develop and expand their business opportunities.
  Prior to September 2004, (from Sept 2002 to Sept 2004) Mr. Blank was residential
  construction manager for GHO Homes Inc. GHO Homes Inc, is a major developer
  of residential housing, under Mr. Blank guidance the build rate of new
  homes increased from one house per week to four houses per week. For the ten
  years prior to Sept 2002, Mr. Blank was owner/manager of Equity Builders Inc,
  a building construction firm engaged in building and restoration of commercial
  structures, including buildings on the National Historical Register. Within
  these periods, Mr. Blank did volunteer work in fire fighting, search and rescue,
  including teaching of fire and rescue techniques in Anguilla British West Indies.
  He currently holds the American Red Cross certification for Shelter Operations
  and Mass Care.

19

---

CODE OF ETHICS

The Company has not formally adopted a written code of ethics
that applies to the Company's principal executive officer, principal financial
officer or controller, or persons performing similar functions. Based on our
small size, early development stage and limited financial and human resources,
we did not believe that normally adopting a written code of ethics would benefit
the shareholders.

DIRECTOR INDEPENDENCE

At this time the Company does not have a policy that its
directors or a majority be independent of management as the Company has at this
time only one directors. It is the intention of the Company to implement a
policy that a majority of the Board member be independent of the Companys
management as the members of the board of directors increases. A Director is
considered independent if the Board affirmatively determines that the Director
(or an immediate family member) does not have any direct or indirect material
relationship with the Company or its affiliates or any member of senior
management of the Company or his or her affiliates. The term affiliate means
any corporation or other entity that controls, is controlled by, or under common
control with the Company, evidenced by the power to elect a majority of the
Board of Directors or comparable governing body of such entity. The term
immediate family member means spouse, parents, children, siblings, mothers-
and fathers-in-law, sons- and daughters-in law, brothers- and sisters-in-laws
and anyone (other than domestic employees) sharing the Directors home.

COMMITTEES

We do not have audit, nominating, or compensation committees or
committees performing similar functions nor a written nominating, compensation
of audit committee charter. Our Board of Directors as a whole decides such
matters, including those that would be performed by a standing nominating
committee. Our Board of Directors has not adopted any processes or procedures
for considering executive and director compensation. We have not yet adopted an
audit, compensation, or nominating committees because we have not sufficiently
developed our operations and have generated no revenues since we changed our
business model to development satage activities.

Additionally, we do not currently have any specific or minimum
criteria for the election of nominees to our Board of Directors nor do we have
any process or procedure for evaluating such nominees.

SHAREHOLDER COMMUNICATIONS

Our Board of Directors does not have any defined policy or
procedure requirements for our stockholders to send communications to our Board
of Directors, including submission of recommendations for nominating directors.
We have not yet adopted a process for our security holders to communicate with
our Board of Directors because we have not sufficiently developed our operations
and corporate governance structure. We however invite any shareholders to
contact us at the corporate address and telephone number,

20

---

BOARD OF DIRECTOR MEETINGS

No formal Board of Directors meetings were called during the
year ended March 31, 2011. The Board of Directors which is comprised of one
individual performs it meeting functions on specific matters by calling special
meetings on an as required basis to deal with matters that requires Board
action.

ANNUAL SHAREHOLDER MEETINGS

We have not yet held an annual shareholders meeting.

LEGAL MATTERS

None of our officers, directors, or persons nominated for such
position, has been involved in legal proceedings that would be material to an
evaluation of their ability or integrity, including:

- involvement in any bankruptcy;
- involvement in any conviction in a criminal proceeding;
- being subject to a pending criminal proceeding;
- being subject to any order or judgment, decree permanently or temporarily
  enjoining barring, suspending or otherwise limiting their involvement in any
  type of business, securities or banking activities; and
- being found by a court of competent jurisdiction (in a civil action), the
  SEC or the Commodity Futures Trading Commission to have violated a federal or
  state securities or commodities law, and the judgment has not been reversed,
  suspended, or vacated.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act, as amended, requires that
our directors, executive officers and persons who own more than 10% of a class
of our equity securities which are registered under the Exchange Act to file
with the Commission initial reports of ownership and reports of changes of
ownership of such registered securities.

To our knowledge, based solely on a review of copies of such
reports, no person required to file such a report failed to file a required
report with respect to the fiscal year covered by this report.

|ITEM 10:       
      EXECUTIVE COMPENSATION
|--------------------------------------------

The table below summarizes all compensation awarded to, earned
by, or paid to our executive officers by any person for all services rendered in
all capacities to us for the year ended March 31, 2011.

Summary Compensation Table

Name & Principle Position
    Year ($)
    Salary ($)
    Other Annual 
      Compensation Bonus ($)
    Restricted Stock ($)
    Options 
      Awards ($)
    LTIP 
      SARs ($)
    Payouts ($)
    All Other 
    Compensation ($)Trevor Blank, President CEO &
      CFO/Director
    2010
    0
    0
    0
    0
    0
    0
    0


There are no current employment agreements between the Company
and its executive officers.

21

---

|ITEM 11: | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
      AND MANAGEMENT
|-------- | --------------------------------------------------------------------

PRINCIPAL SHAREHOLDERS

The following table presents certain information regarding the
beneficial ownership of all shares of common stock at the date of this filing
for each executive officer and director of our Company and for each person known
to us who owns beneficially more than five percent (5%) of the outstanding
shares of our common stock. The percentage ownership shown in such table is
based upon the 47,100,060 common shares issued and outstanding.

Name and Address Beneficial Owner (1)
    No. Of Shares 
      Before Offering
    Ownership After 
      Offering based on
      2,760,000 issuedTrevor Blank 859 S. Haskell, Central Point, OR
      97502
    15,000,000
    31.85%Kenora Gold Corp 7255 East San Alfredo Dr
      Scottsdale AZ 85254
    3,315,000
    7.04%Hillside Management Inc 113 Barkdale Professional
      Centre Newark DE 19711
    2,400,000
    5.10%JLA Enterprises Inc 113 Barkdale Professional Centre
      Newark DE 19711
    4,825,000
    9.10%Taste of Aruba 7702 E Doubletree Ranch Road
      Scottsdale AZ 85258
    17,000,000
    36.09%All 5% holders, Officers and Directors as a Group
    42,540,000
    89.17%


(1) Each of the persons named above may be deemed to be a
"parent" and promoter" of the Company, within the meaning of such terms under
the Securities Act of 1933, as amended, by virtue of his direct holdings in the
Company.

|ITEM 12: | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
|-------- | ----------------------------------------------

Our management is involved in other business activities and may,
  in the future become involved in other business opportunities. If a specific
  business opportunity becomes available, such persons may face a conflict in
  selecting between our business and their other business interests. In the event
  that a conflict of interest arises at a meeting of our directors, a director
  who has such a conflict will disclose his interest in a proposed transaction
  and will abstain from voting for or against the approval of such transaction.

22

---

|ITEM 13: | EXHIBITS AND REPORTS
|-------- | --------------------

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

|3.1  | Articles and By-Laws as filed with the
        Delaware Secretary of State April 02, 2007* Amendment to By-Laws dated
        August 13, 2009*
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                               
|99.2 | Geologist Report*                                                                                                                             
|     |                                                                                                                                               
|31.1 | Rule 13a-14(a)/15d-14(a)
        Certification by the Principal Executive Officer**                                                           
|     |                                                                                                                                               
|31.2 | Rule 13a-14(a)/15d-14(a) Certification
        by the Principal Financial Officer**                                                           
|     |                                                                                                                                               
|32.1 | Section 1350
        Certification by the Principal Executive Officer**                                                                       
|     |                                                                                                                                               
|32.2 | Section 1350 Certification by the Principal
        Financial Officer**                                                                       

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

|ITEM 14: | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|-------- | --------------------------------------

Moore & Associates Chartered, independent public
accountants, are our principal accountants. They billed the following fees for
the services indicated in the following fiscal years:

Fiscal year-ended 
    March31, 2010Audit fees
    $ 9,500Audit-related fees
    $ 0Tax fees
    $ 0All other fees
    $ 0


Audit fees consist of fees related to professional services
rendered in connection with the audit of our annual financial statements. All
other fees relate to professional services rendered in connection with the
review of the quarterly financial statements.

Insomuch as we do not have an audit committee, our board of
directors performs the functions of an audit committee. Section 10A(i) of the
Securities Exchange Act of 1934 prohibits our auditors from performing audit
services for us as well as any services not considered to be "audit services"
unless such services are pre-approved by the board of directors (in lieu of the
audit committee) or unless the services meet certain de minimis standards.

23

---

SIGNATURES

In accordance with Section 13 or 15 (d) of the Securities
Exchange Act of 1934,the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

TOA DISTRIBUTION SYSTEMS INC.

By: /s/Trevor BlankTrevor
BlankChief Executive Officer, Chief Financial Officer, Secretary and
Director

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

|SIGNATURE              | TITLE                          | DATE              
|---------------------- | ------------------------------ | ------------------
|                       |                                |                   
|                       | Chief Executive Officer, Chief |                   
|                       | Financial Officer, Secretary,  |                   
|/s/ Trevor
      Blank | Director                       | September 20, 2011
|Trevor Blank           | (Principal Executive Officer)  |                   

24

---