UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

ACT OF 1934

For the fiscal Quarter ended September 30, 2018

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

ACT OF 1934

For the transition period from ____________ to ____________

TOA DISTRIBUTION SYSTEMS INC

(formerly Skyhigh Resources, Inc.)

(Exact Name of Registrant as Specified in its Charter)

44 Coyote Mountain Road, Suite 102, Santa Fe, NM 87505

(Address of principal executive offices)

505 919 8036

(Registrant's telephone number, including area code)

(formerly)

5700 University West Blvd, Suite 304, Albuquerque NM 87106

1791 Marcy Lynn Court, San Jose CA 95124)

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

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

Securities Registered Pursuant to Section 12(G) of the Act:

Common Stock, par value $.001 per share

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

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

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

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

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company þ

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity.

As of the last business day of the registrant’s most recently completed fiscal quarter September 30, 2018, the common equity was sold at $0.0025

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

- At November 12, 2018, we had 30,100,060 shares of $0.001 par value common Stock outstanding,

- At November 12, 2018, we had 0 shares of 0.001 par value preferred stock outstanding.

- Documents incorporated by reference - None

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

Part 1	FINANCIAL INFORMATION

Item 1:	FINANCIAL STATEMENTS	F-1
	Unaudited Condensed Balance Sheets as at September 30, 2018 and March 31, 2018	F-2
	Unaudited Condensed Statements of Operations for the three and six month periods	F-3
	ended September 30, 2018 and September 30, 2017 respectively
	Unaudited Condensed Statements Cash Flows for the six months ended September 30,	F-4
	2018 and September 30, 2017 respectively
	Notes to Unaudited Financial Statements	F-5 - F-7
Item 2.	Management’s Discussion and Analysis of Financial Conditions and Results of Operations	2
Item 3.	Controls And Procedures	3

PART II OTHER INFORMATION

Item 1.	Legal Procedures	4
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4
Item 3.	Default Upon Senior Securities	4
Item 4.	Submission Of Matters To A Vote Of Security Holders	4
Item 5.	Other Information	4
Item 6.	Exhibits	4
	Signatures	5

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

TOA DISTRIBUTION SYSTEMS INC
INDEX TO CONDENSED STATEMENTS
(UNAUDITED)

	Page

Unaudited Condensed Balance Sheets as at September 30, 2018 and March 31, 2018	F-2

Unaudited Condensed Statements of Operations for the three and six month period ended September 30, 2018 and September 30, 2017 respectively	F-3

Unaudited Condensed Statements Cash Flows for the six month ended September 30, 2018 and September 30, 2017 respectively	F-4

Notes to Unaudited Condensed Financial Statements	F-5 to F-7

F-1

TOA Distribution Systems Inc
(formerly known as Skyhigh Resources Inc)
Condensed Balance Sheets
Unaudited

		At September			At March
		30, 2018			31, 2018
ASSETS	$	—		$	—

LIABILITIES
Current Liabilities
Accounts Payable		1,000			—
Loans Payable Related Parties- Principal (Note 4)		105,794			100,964
Loans Payable Related Parties- Accrued Interest (Note 4)		26,788			24,109
Total Current Liabilities	$	133,582		$	125,073

STOCKHOLDERS’ EQUITY
Capital Stock
Preferred Shares - 10,000,000 Shares Authorized, at $0.001 per share - Zero shares Issued and Outstanding.
Common Stock - 250,000,000 authorized at $0.001 par value-30,100,060 issued and outstanding at September 30, 2018and March 31, 2018, respectively		30,100			30,100
Additional paid-in capital		49,150			49,150
Accumulated Deficit		(212,832	)		(204,323	)
Total Stockholders’ Equity (Deficit)	$	(133,582	)	$	(125,073	)
Total Liabilities and Stockholders’ Equity	$	—		$	—

The accompanying notes are an integral part of these Financial Statements

F-2

TOA Distribution Systems Inc
(formerly known as Skyhigh Resources Inc)
Condensed Statements of Operations
Unaudited

		For the three			For the six			For the three			For the six
		months ended			months ended			months ended			months ended
		September 30,			September 30,			September 30,			September 30,
		2018			2018			2017			2017
Revenue
Total Revenue	$	—		$	—		$	—		$	—

Expenses
General and Administrative		2,850			5,830			1,500			4,775
Total Expenses		2,850			5,830			1,500			4,775

Net Income (Deficit) from Operations		(2,850	)		(5,830	)		(1,500	)		(4,775	)

Other Income and (Expense)
Interest		(1,365	)		(2,680	)		(1,202	)		(2,357	)
Provision for Income Tax		—			—
Net Loss For The Period		(4,215	)		(8,510	)		(2,702	)		(7,132	)
Basic And Diluted Loss Per Common Share	$	(0.00	)	$	(0.00		$	(0.00	)	$	(0.00	)
Weighted Average Number of Common Shares Outstanding		30,100,060			30,100,060			30,100,060			30,100,060

The accompanying notes are an integral part of these Financial Statements

F-3

TOA Distribution Systems Inc
(formerly known as Skyhigh Resources Inc)
Condensed Statements of Cash Flows
Unaudited

	For the six		For the six
	months ended		months ended
	September 30		September 30
	2018		2017
Operating Activities
Net Income (Loss)	(8,510	)	(7,132	)
Adjustments To Reconcile Net Loss To Net Cash Provided by Operations	—		—
Company Expenses paid by Related Parties	4,830		4,910
Change in Assets and Liabilities
Increase (decrease) accounts payable	1,000		(135	)
Increase (decrease) in accrued expenses	—		—
Increase (decrease) in Prepaid expenses	—		—
Increase (decrease) in Accrued Interest-Related Party	2,680		2,357
Increase (decrease) in Loans Payable-Related Party	—		—
Increase (decrease) in Accrued Interest-Others	—		—
Net Cash Provided (Used) by Continuing Operating Activities	—		—
Investing Activities
Net Cash Provided (Used) by Investing Activities	—		—
Financing Activities
Cash provided by (Used for) Notes Payable Related Party	—		—
Cash provided by (Used for) Notes Payable- Others	—		—
Stock Issued for Cash	—		—
Net Cash Provided (Used) by Financing Activities	—		—
Increase (Decrease) in Cash from Continuing Operations	—		—
Cash and Cash Equivalents at Beginning of Period	—		—
Cash and Cash Equivalents at End of Period	—		—
Supplemental Information
Cash Paid For:
Income Taxes	—		—
Non-Cash Activities
Interest	2,680		2,357

The accompanying notes are an integral part of these Financial Statements

F-4

TOA Distribution Systems Inc

(formerly known as Skyhigh Resources Inc)

Notes to Financial Statements

September 30, 2018

Unaudited

NOTE 1. BASIS OF PRESENTATION

The Company was originally structured to engage in mining operations, targeting specifically gold and silver.

We owned two (2) mineral properties acquired in January 2008 by issuing stock to the related parties that owned the properties. The purchase price was fully impaired. In February 2012 these claims were deemed surplus and were sold in May 2012.

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

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

On September 2, 2009 the Company entered into to a Sub-Distribution agreement with Taste of Aruba (US), Inc to distribute bottled water products produced in Aruba by Taste of Aruba-Premium Aruban Water. The territory in which the Company can distribute these products include the United States and all its territories and insular areas in the Caribbean and Pacific such as but not limited to Puerto Rico, U.S. Virgin Islands, Marshall Islands, and Guam, and all of Canada. In January 2016, the Company and Taste of Aruba agreed to cancel the Sub-Distribution agreement on a no loss no gain basis for either party. Taste of Aruba was unable to confirm when its products would be available for resale. The 17,000,000 shares issued to cover the cost of the Sub-Distribution Agreement have been returned and were cancelled on January18, 2016. This transaction which included full impairment was reversed in the financial records for the year ended March 31, 2016.

On September 3, 2018 we signed a non-disclosure with a Canadian firm owned by a closely associated person. The entry into the Non-disclosure allows us to further study a new grow system the Canadian firm has in development. The grow system targets the indoor growing of a wide variety of agricultural products. More details of the product are provided in Note 5-Pending Agricultural Product Agreement

Interim financial statements are condensed and should be read in conjunction with the company’s latest annual financial statements. In the opinion of management, the accompanying balance sheets and related statements of income, cash flows, and stockholders' equity include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).”

NOTE 2. GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles (GAAP) in the United States of America, which contemplates continuation of the Company as a going concern. However, the Company has no business operations to date, accumulated losses amounting to $212,832 and must secure additional financing to commence the Company’s plan of operations, which means there is substantial concern about the Company’s ability to continue as a going concern.

The Company intends to acquire additional operating capital through equity offerings to the public to fund its business plan or loans from shareholders and others. Although we have a commitment from related parties to fund our minimum ongoing operations, there is no assurance that equity offerings will be successful or loans will be received to provide sufficient funds to commence operations or to assure the eventual profitability of the Company.

NOTE 3. LOANS PAYABLE

Loans payable to related parties, were received from a director of the Company and others closely associated persons or businesses. These funds were provided as cash loans to cover operating expenses and as payment for services provided.

Loans payable to the past and current presidents totaled $7,037 made up of principal amounting to $3,742 and accrued interest of $3,295

Loans payable to a closely associated business totaled $125,545 made up of principal amounting to $102,052 and accrued interest amounting to $23,493

In aggregate, Loans Payable Related Parties to September 30, 2018 totaled $132,582 made up of $105,794 for principal and $26,788 for accrued interest.

NOTE 4. EQUITY

At September 30. 2018 we had zero preferred stock issued and outstanding and had 30,100,060 common shares issued and outstanding, which were issued on the dates and for the purposes listed below.

- 15,000,000 common shares issued to a director for cash at $0.0001 on December 13, 2007

- 600,000 common shares issued for services at $0.0025 on December 13, 2007

- 2,000,000 common shares issued for a mining property at $0.01 on January10, 2007

- 2,400,000 common shares issued for cash on May 11, 2009

- 4,285,000 common shares issued for accounts payable on June 1, 2009

- 3,315,000 common shares issued to a related party for loan payable on June 13, 2009

- 2,500,000 common shares issued for a mining property on June 15, 2009

- 17,000,000 common shares issued for a sub-distribution agreement on Sept 2, 2009

- (17,000,000) common shares returned for cancelled sub-distribution agreement January18, 2016

NOTE 5. PENDING AGRICULTURAL PRODUCT AGEEMENT

On September 3^rd, 2018 non-disclosure agreement that we entered into provided us with access to the technology and the opportunity to evaluate the design and development details of this agricultural products growing system. The design includes a combination of building and equipment, together providing a cost effective method to grow a wide range of agricultural products (the “System”) on a year round basis. The System was originally designed to provide a controlled method for growing marijuana. Marijuana’s rapidly expanding market opportunity was created when the Government of Canada announced plans to legalize recreational marijuana effective October 17, 2018. As well, nine US states and Washington, DC have approved its recreational use and 30 other states have approved marijuana for medical use. This legalization has created a large market opportunity.

NOTE 5. PENDING AGRICULTURAL PRODUCT AGEEMENT (Con’d)

As the design advanced, it became apparent to the developers that the System with remote monitoring and control ability, and positive pressure grow area would facilitate simple and quick approval for organic growing of many other crops. These other crops include leaf vegetables like lettuce, root vegetables like carrots, onions and beets, all types of herbs and many others. Using the System eliminate the need for pesticides and can provide for a crops special needs, including control and delivery of required levels of carbon dioxide, air filtration, humidity control and many other special needs. The developer believes the System to be patentable and will be applying to the US Patent Office for protection within 60 days.

Using the System will reduce the land area and building size needed for a grow facility by about 70%. This ratio can vary upward or downward based on customer special requirements. In all cases land and facilities costs will be reduced by a significant factor. As well, land not acceptable for agricultural purposes is readily usable for System installation, including land located in downtown city locations. The System may be installed into existing warehouse or other unused facilities.

NOTE. 8. SUBSEQUENT EVENTS

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

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

PLAN OF OPERATION

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

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

RESULTS OF OPERATIONS

Interim Periods:

No sales or income was recorded for the period ended September 30, 2017

Operating Costs and Expenses for three and six-month periods ended September 30, 2018 compared to the same periods ended in September 30, 2017.

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

Net losses incurred during the three month period ending September 30, 2018 were $4,215, an increase of $1,513 compared to $2,702 for the same period ended September 30, 2017.

General administrative expenses for three-month ended September 30, 2018 were $2,850, compared to the amount of $1,500 for the same period ended September 30, 2017, an increase of $1,350. The increased was made up of an increase in professional fees amounting to $350 and an increase in the filing fee $1,000 resulting from the late receipt and posting of the prior periods invoices.

Interest cost for the three-month period ended September 30, 2018 were $1,365 an increase of $163 over the interest costs of $1,202 recorded for the three-month ending September 30, 2017. The increase was as a result of the larger loan principal amount upon which interest was calculated.

For the six-month period ended at September 30, 2018 compared to the same periods ended in 2017.

Net losses incurred during the six-month period ending September 30, 2018 were $8,510, an increase of $1,378 compared to $7,132 for the same period ended September 30, 2017

General administrative expenses for six-month period ended September 30, 2018 were $5,830, an increase of $1,055 compared to the amount of $4,775 for the same period ended September 30, 2017. The increase resulted mainly from an increase in professional fees amounting to $470 and the delayed receipt-recording of a filing fee invoice in the amount of $500.

Interest cost for the six-month period ended September 30, 2018 were $2,680 an increase of $323 over the interest costs of $2,357 recorded for the three-month ending September 30, 2017. The increase was as a result of the larger loan principal amount upon which interest was calculated.

SELECTED FINANCIAL INFORMATION

		September 30, 2018

Current Assets	$	—
Total Assets	$	—
Current Liabilities	$	(133,582	)
Stockholders' Equity	$	(133,582	)

LIQUIDITY AND CAPITAL RESOURCES

Our cash balance was nil on September 30, 2018. During this three month period ended September 30, 2018 we received loans from related parties amounting to $1,950 and have a commitment for any additional funds required to fund our limited levels of operations through March 31, 2019. We have not generated any revenue to date.

We have loans payable including interest amounting to $132,582 at September 30, 2018.

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

OFF-BALANCE SHEET ARRANGEMENTS

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

ITEM 3. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS

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

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

EVALUATION OF AND REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

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

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation management concluded that the Company's internal control over financial reporting was ineffective as of September 30, 2018. There were no changes in our internal controls over financial reporting during the period ended September 30, 2018 that have materially affected, or are reasonable likely to materially affect our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL MATTERS

None

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On March 25, 2009 our Registration Statement on Form S-1, commission file number 333-153863, became effective and qualified under Rule 144 for the sale of 1,000,000 shares of the Company’s common sold in accordance with the requirements of Section 4(2) offering under the Securities Act of 1933, as amended and Rule 506 promulgated thereunder. The offering was fully subscribed by June 25, 2009 raising a total of $25,000. There were no underwriters for this offering.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS

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

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

31.2	Rule 13a-14(a)/15d-14(a) Certification by the Principal Financial Officer**

32.1	Section 1350 Certification by the Principal Executive Officer**

32.2	Section 1350 Certification by the Principal Financial Officer**

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

SIGNATURES

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

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

SIGNATURE	TITLE	DATE
TOA DISTRIBUTION
SYSTEMS INC.
	Chief Executive Officer, Chief
/s/ Andy Ruppanner	Financial Officer, Secretary, Director	November 15, 2018
Andy Ruppanner	(Principal Executive Officer)

TOA Distribution Systems Inc. 10-Q