2016
| Nevada | 333-156594 | 46-4485465 |
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of Incorporation) | Identification Number) | |
6920 Salashan Parkway, Suite D-101 Ferndale, WA 98248
| ||
| ( | ||
| 360-366-8858 | ||
| (Registrant's Telephone Number) |
Large accelerated filer☐ | Accelerated filer ☐ |
Non-accelerated filer ☐ | Smaller Reporting Company ☑ |
On January 29, 2010, the Company filed an amendment to its articles of incorporation changing its name to Amarok Resources, Inc. in anticipation of operating a business in the mineral resource sector. In the same amendment, the Company changed its authorized capital to 175,000,000 shares of common stock at a restated par value of $.001. Effective February 1, 2010, the Company entered the exploratory stage as defined under the provisions of Accounting Codification Standard ("ASC") 915-10. gross profit of $332,142 and $Nil. . McNeil Gold Property. The McNeil property is located within the Abitibi Greenstone belt, approximately 30 miles southeast of Timmins, Ontario, Canada and approximately 35 miles west of Kirkland Lake, Ontario, Canada. On October 8, 2013, the Company entered into an agreement with Trio Gold Corp. ("Trio") to assign default. The Company 2015 of $36,245 and $61,493, respectively October 31, 2014 October 31, 2013 Difference Year Ended October 31, 2014 Year Ended October 31, 2013 Interest Expense $85,827. $16,471. concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Cash Flows conventional precision manufacturing processes. 2016 and 2015 share. Company are included in cost of revenue. On October 8, 2013, the Company entered into an agreement with Trio Gold Corp. default. Trio $678,265 (October 31, 2015 - $645,006). $1,392,981. The note is secured by a lien on the purchased equipment. During the fiscal year ended October 31, interest. five years expiring February 28, 2021. Minimum the agreement ExOne has provided a conditional release of all amounts due under the original agreement and amendments thereto. 7) Audit Committee and Audit Committee Financial Expert 2014. Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All other compensation ($) Total ($) 2015. Name and Address of Beneficial Owner, Directors and Officers: Amount and Nature of Beneficial Ownership(1) Roger Janssen (3) 6920 Salashan Pkwy Ferndale, WA 98248 Earl W. Abbott (4) 3841 Amador Way Reno, NV 89502 Santeo Financial Corp. Suite #368, 16 Midlake Blvd SE Calgary AB T2X 2X7 October 31, 2016. Year Ended October 31, 2014 Year Ended October 31, 2013 audit and review of our financial statements during the fiscal year ended October 31, 2016. 2015. Filed herewith.$6,026,185.20,$245,395, based upon the price ($1.40)$0.0329 at which the common stock was last sold as of April 30, 2014,2016, the last business day of the registrant’sregistrant's most recently completed second fiscal quarter, multiplied by the approximate number of shares of common stock held by persons other than executive officers, directors and five percent stockholders of the registrant without conceding that any such person is an “affiliate”"affiliate" of the registrant for purposes of the federal securities laws. February 13, 2015,October 31, 2016 there were 37,462,000 37,461,409 shares of the registrant’sregistrant's $0.001 par value common stock issued and outstanding. Page No. PART I Item 1. Business 35Item 1A. Risk Factors 57Item 1B. Unresolved Staff Comments 57Item 2. Properties 67Item 3. Legal Proceedings 78Item 4. Mine Safety Disclosures 78 PART II Item 5. Market for Registrant’sRegistrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities79Item 6. Selected Financial Data 810Item 7. Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations810Item 7A. Quantitative and Qualitative Disclosures About Market Risk 1112Item 8. Financial Statements and Supplementary Data 1213Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 2627Item 9A. Controls and Procedures 2627Item 9B. Other Information 2728 PART III Item 10. Directors, Executive Officers and Corporate Governance 2829Item 11. Executive Compensation 3132Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 3233Item 13. Certain Relationships and Related Transactions, and Director Independence 3335Item 14. Principal Accounting Fees and Services 3436 PART IV Item 15. Exhibits and Financial Statement Schedules 3537 Signatures 3638 “Securities Act”"Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”"Exchange Act"). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate”"anticipate," "expect," "intend," "plan," "believe," "foresee," "estimate" and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:·-The availability and adequacy of our cash flow to meet our requirements; ·-Economic, competitive, demographic, business and other conditions in our local and regional markets; ·-Changes or developments in laws, regulations or taxes in our industry; ·-Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities; ·-Competition in our industry; ·-The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business; ·-Changes in our business strategy, capital improvements or development plans; ·-The availability of additional capital to support capital improvements and development; and ·-Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC. “Company”,“DDDX”"Company", “we”"DDDX", “us”"we", "us" and “our”"our" are references to3DX Industries, Inc. All references to “USD”"USD" or United States Dollars refer to the legal currency of the United States of America.ITEM 1. BUSINESS “Company”"Company") was incorporated in the state of Nevada on October 23, 2008 under the name Ukragro Corporation. The Company’s principal activity is manufacturing and is located near Bellingham WA, USA. The Company manufactures consumer and corporate products using an additive manufacturing method through 3D Metal printing technology and conventional precision manufacturing processes.“Amendment”"Amendment") with the Secretary of State of Nevada. As a result of the Amendment, the Company (1) has changed its name with the State of Nevada from Amarok Resources, Inc. to 3DX Industries, Inc. and (2) increased its authorized capital to 185,000,000 shares, consisting of 175,000,000 shares of Common Stock, par value $0.001 per share and 10,000,000 shares of preferred stock, par value $0.001 per share. The Company’sCompany's name change was declared effective by FINRA on November 22, 2013. Additionally, the Company changed its symbol from “AMOK”"AMOK" to “DDDX;”"DDDX;" the symbol change was declared effective by FINRA on December 23, 2013. In addition, the Company’s Board of Directors authorized a 50:1 reverse stock split. All references to shares outstanding in this filing have been restated to reflect the indicated reverse stock split.Inc. is a public company trading on the OTCQB market under the symbol DDDX. The Company was previously traded under the symbol “AMOK” and was engaged in the acquisition, exploration and development of mineral properties on an international scale for future commercial development and production. The Company focused primarily on projects with Gold, Silver and base metal potential. Due to a downturn in the resource and exploration sector, the Company decided that a new business focus would be beneficial and changed its name to 3DX Industries, Inc., effective November 22, 2013. 3DX Industries, Inc.’s new business focus is in the manufacturing sector through additive manufacturing and precision machining including 3D Metal printing. On December 18, 2013, the Company entered into an Equipment Purchase Agreement with Roger Janssen pursuant to which the Company purchased certain assets of Key Manufacturing (Key), a precision manufacturing company owned by Mr. Janssen with over 30 years in the industry. As of October 31, 2015 and 2014 respectively, the Company has not yet generated revenues from operations.Company’sCompany's manufacturing services will include additive manufacturing through its 3D Metal Printing and Composite Printing Systems,Process, and more traditional manufacturing methods using CNC precision machining processes. 3DX uses a binder jet additive manufacturing system for 3D Metal printing. The 3D Metal printing process materializes an object—or mold for an object—layer by layer out of powdered material, a chemical binder and a digital file. The process of metal printing allows for the creation, or materialization of Complex internal geometries, undercuts, angled passages and multi-piece assemblies with accuracy and less waste/environmental impact. The 3D Printing Process is highly accurate and capable of printing complex geometric parts.The Company uses a Composite printing system for its plastic parts and for some initial prototype work to give clients the look and feel of the finished part or object prior to final production. Printing and 3D Composite Printing can be used to quickly and efficiently produce a physical representation of a part or product. As technology in this area continues to evolve these parts are becoming more accurate and in many instances are able to meet the product developers’developers' requirements for dimensional accuracy, cosmetics and material properties. There are instances where the use of more traditional manufacturing processes is required such as CNC Precision machining, in order to finalize the proto-type or production part. As a supplement to additive manufacturing, our CNC machining facility can be used to produce extreme precision, high-quality custom parts in metal or plastic. Initial functional testing, market evaluation and production run tests are typically manufactured using our 3D Composite Printing System. With the advancement of technology in the additive manufacturing arena, 3D Metal Printing and Composite Printing can yield a part with the look, feel and performance of the finished product.clients’clients' needs both in the additive manufacturing sector and in the traditional precision machining arena will make 3DX Industries a leader in the manufacturing market. Having both processes in house is a significant time and cost saving advantage for 3DX’s3DX's clients and will allow 3DX to integrate seamlessly into the metal printing market. 3DX is in a position to provide 3D Metal Printing, 3D Composite Printing,, Precision Tooling, 3D Rapid Proto-Typing, CNC Milling, Large Capacity Milling and Injection Mold Tooling.“"job shop”" type manufacturers such as 3DX, capable of offering precision machining services, 3D Metal printing and 3D Composite printing. Having all of these manufacturing process’sprocess's under one roof, and the expertise to integrate these process’sprocess's we believe is an advantage to our customers and sets us apart from many of our competitors. However, our industry is evolving rapidly and other companies, including potentially larger and more established companies with developed technological capabilities, may begin to focus on our market. As reported by Grand View Research, “some"some key industry participants include Stratasys Inc., 3D Systems Corporation, Envisiontec GmbH, and Materialise NV. Intensifying competition is expected to result in lowered prices and increased shipments in the 3D printing market in the coming years. With products maturing rapidly, and iteratively enhancing technology reducing the gap between objects made using this form of printing and conventional methods, the market is expected to witness growing demand”demand" through 2020.See generally Grand View Research, 3D Printing Market Analysis By Application (Automotive, Aerospace, Medical), By Raw Material (Polymers, Metals, Ceramic) And Segment Forecasts To 2020, published December 2013.These companies could more directly compete with us, along with our existing competitors, and both could also launch new products and services that we do not offer that may quickly gain market acceptance. Any of the foregoing could adversely affect our ability to attract customers.“cutting edge”"cutting edge" as 3D printers can manufacture everything from toys to automotive parts. Not to be confused with 3D Plastic Printing, which has been around for some time, 3D Metal printing is a new and innovative method that will change the way products are currently manufactured.used.Althoughused. Although these techniques are in the process of change, much of manufacturing today still falls in the subtractive category.·-Regulations promulgated by federal and state environmental and health agencies; ·-The federal Occupational Safety and Health Administration; ·-The U.S. Foreign Corrupt Practices Act; ·-Laws pertaining to the hiring, treatment, safety and discharge of employees; Company’sCompany's website atwww.3dxindustries.com. Additionally, we fileup until the filing of a Form 15 on March 29, 2017, the Company has filed annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy our reports or other filings made with the SEC at the SEC’sSEC's Public Reference Room, located at 100 F Street, N.E., Washington, DC 20549. You can obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also access these reports and other filings electronically on the SEC’sSEC's web site,www.sec.gov. Subsequently you can access our reports and filings at www.otcmarkets.com.ITEM 1 A. RISK FACTORS ITEM 1B. UNRESOLVED STAFF COMMENTS ITEM 2. PROPERTIES 360-244-4339.360-366-8858. The space is approximately 8,588 square feet. We currently rent this space for approximately $4,502.00$4,500 per month.month on an escalating basis year over year. The original lease terminatesterminated on February 29, 2016. 2016 and was subsequently renewed for a five-year term.Rodeo Creek Project, NevadaMcNeil Claims, CanadaFebruary 22, 2010,March 24, 2011 the Company entered intosigned an agreement with Carlin Gold Resources,Warrior Ventures, Inc. ("Warrior"), (“Carlin”) in which Carlin assigned the Company all of its rights, title, and interest in an exploration agreement between it and Trio. The assigned exploration agreement was dated January 28, 2010. On March 23, 2012, the Company and Trio entered into an agreement that modified certain terms of the original Agreement (the “Modified Agreement”). During the earn-in-period, the Company isa private company, to provide $5,500,000 in funding to cover operational costs. Under the original Agreement, $1,500,000 was to be funded during the 2010 budget year, $2,000,000 was to be funded during the 2011 budget year and $2,000,000 was to be funded during the 2012 budget year. The Modified Agreement eliminates the annual funding requirements and extends the due date of the $5,500,000 funding to December 31, 2013. Under the original Agreement, the Company was required to pay a minimum annual royalty during the earn-in period to Trio of which $75,000 was paid upon signing of the Agreement, $100,000 was paid on April 1, 2011 and $150,000 was to be paid on April 1, 2012. Under the Modified Agreement, the $150,000 payment due April 1, 2012 has been deferred and will be due and payable on or before April 1, 2013 and will be applied against the $5,500,000 funding. In consideration for modifying the terms of the original Agreement and extending the due date, the Company issued Trio 2,788 restated shares of its common shares valued at $11,152, which was charged to operations and included in exploratory costs.In addition, pursuant to the original agreement the Company is required to issue Trio shares of its common stock equaling 0.20% of its total issued and outstanding as of February 22, 2010. Upon expenditure of a minimum of $2,000,000 on the claims, Trio shall receive an additional 0.10% of the Company’s issued and outstanding common shares. Upon expending a minimum of $4,000,000 on the claims, Trio shall receive an additional 0.10% of the Company’s issued and outstanding common shares. Upon expenditure of $5,500,000 on the claims, Trio shall receive a final 0.10% of the Company’s issued and outstanding common shares. All shares issued shall be restricted common shares and will be stamped with the applicable hold period. On February 22, 2010, the Company issued 2,884 restated shares of its common stock to Trio valued at $242,323, based upon the trading price of the shares on the date of issuance. On October 25, 2011, the Company issued 1,442 shares of its common stock to Trio valued at $5,769, based upon the trading price of the shares on the date of issuance. On March 23, 2012, the Company issued 2,788 restated shares of its common stock to Trio valued at $11,152, based upon the trading price of the shares on the date of issuance. The values of the shares have been charged to operations and included in exploration costs.Once the Company has provided $5,500,000 in funding for the project, the Company and Trio shall fund the operational costs jointly, with the Company providing 75% of the funds and Trio providing 25% of the funds. As of the date of this annual report, the Company funded a total of $2,400,000 in the property’s operational costs as defined under the Modified Agreement. The funds paid have been charged to operations and included in exploratory costs. As it continues to be difficult to raise funds for exploration projects at this time, management is reviewing its commitment to Rodeo Creek and will be reviewing its options relating to continued involvement in this project.On February 13, 2013, the Company entered into an agreement with Trio to modify the terms of the above indicated final minimum royalty payment of $150,000, which was due on April 1, 2013. In exchange for paying $15,000 upon the signing of the agreement and $5,000 on August 1, 2013, the due date of the remaining $130,000 is extended to October 1, 2013, with the date when the full $5,500,000 must be spent on the Rodeo Claims is extended to December 31, 2014. Of the $20,000 that is due, $15,000 was paid on February 20, 2013 and $5,000 was paid on March 15, 2013. The $20,000 was charged to exploratory costs.The Company failed to pay the required $130,000 that was due on October 1, 2013 and is in default under the agreement..In December 2014, the Company notified Trio of its intent to terminate its agreement on the Rodeo Creek Property. The Company will have no further interest in this project. The Company has earned a 2% Net Smelter Royalty on the property and has granted Trio the exclusive right and option at any time to buy backacquire 100% of the Royalty by paying to the Company a cash consideration of $3,000,000.00 (USD) (the “Buy Back Option”). The Buy Back Option may be exercised at any time in part by Trio paying $1,500,000.00 (USD) for each one percent (1%) of the Royalty purchased by Trio.Claims, Canadaall100% of its claims in the McNeil property, subject to a 5% net smelter royalty, to Trio subject to it spending a total of CDN $5mm on or before December 31, 2018. The agreement calls for anonce Trio has incurred exploration expenditure of CDN $500,000 onand administrative costs totaling $5,000,000 (CDN) based upon the following schedule:a further CDN $2.0mm on$ 500,000and a final CDN $2.5mm on$2,000,0002019. Once2019 $2,500,000$5mm is expended,terms of our agreement and the assignment agreement was terminated.will be assigned to Trio, andare currently in exchange, Trio will grant the Company a 5% Net Smelter Return on production. The NSR can be purchased from the Company by Trio for a total of CDN $2mm per each 1%, totaling CDN $10mmNight Hawk PropertyRodeo Creek Project, NevadaThe Company had staked 35 claims on property adjacent to the McNeil known as the Night Hawk Property. The Night Hawk Claims border the McNeil claims to the west and consist of approximately 17,350 acres. The Company did not have sufficient funds to pay the fees required to renew the 35 claims and on October 8, 2013 it assigned its total interest in these claims to Trio in exchange for a 5% royalty on the net smelter returns generated from these claims. The Company granted Trio the option to purchase each 1% royalty interest for $2,000,000(CND). Trio was unable to raise sufficient funds for the development and required fee payments on the claims by November 2014 and as a result Trio has forfeited the claims resulting in a termination of the royalty option. The Company no longer has any interest in the claims.Cueva Blanca Gold PropertyApril 16,February 22, 2010, the Company entered into an agreement with St. Elias Mines Ltd. (“St. Elias”Carlin Gold Resources, Inc., ("Carlin") in which Carlin assigned the Company all of its rights, title, and interest in an exploration agreement between it and Trio. The assigned exploration agreement was givendated January 28, 2010. Trio leased and had an option to earnpurchase a 60%100% interest in 29 unpatented lode mining claims located in Nevada within the Carlin Gold Trend (the "Claims"). The Claims are subject to a 1.5% net smelter royalty (“NSR”return ("NSR") in the Cueva Blanca gold property (1,200 hectares) in Northern Peru, which is wholly owned by St. Elias. Under the terms of the letter agreement, it is possible for.acquire a 60% interest in the Property (subject to a 1.5% NSR) in consideration of:(a) making cash payments of $200,000 to St. Elias over a two-year period;(b) issuing 100,000 common shares in the capital of Amarok to St. Elias; and(c) incurring at least $1,500,000 in exploration expendituresterminate its agreement on the property over a three-year period.In addition, theRodeo Creek Property. The Company shallwill have the right to purchase one-half of the 1.5% NSR from St. Elias for the sum of $1,500,000, thereby reducing the NSR payable to from 1.5% to 0.75%.The Company’s first payment of $10,000 was paid on June 24, 2010. On April 27, 2011, the agreement between St. Elias and Amarok was formally terminated by St. Elias. As of January 31, 2012, the Company paid a total of $27,603 in fees towards property maintenance costs on the Cueva Blanca property.The company has no further interest in this project.ITEM 3. LEGAL PROCEEDINGS ITEM 4. MINE SAFETY DISCLOSURES ITEM 5. MARKET FOR REGISTRANT’SREGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS MARKET INFORMATION“UKRA”"UKRA". Subsequently, the Company changed its name to Amarok Resources and was quoted under the symbol “AMOK”"AMOK" from February 23, 2010 until December 23, 2013. On November 22, 2013, the Company’sCompany's name change from Amarok Resources, Inc. to 3DX Industries, Inc. became effective. Subsequently on December 23, 2013, the Company’sCompany's symbol changed from “AMOK”"AMOK" to “DDDX”"DDDX". Because we are quoted on the OTCQB Bulletin Board, our common stock may be less liquid, receive less coverage by security analysts and news media, and generate lower prices than might otherwise be obtained if it were listed on a national securities exchange. BID PRICE PER SHARE(1) HIGH LOW First Quarter (Nov. 1, 2012-Jan. 31, 2013) $ 1.50 1.00 Second Quarter (Feb. 1, 2013-Apr. 30, 2013) $ 1.50 0.50 Third Quarter (May 1, 2013-Jul. 31, 2013) $ 1.00 0.50 Fourth Quarter (Aug. 1, 2013-Oct. 31, 2013) $ 0.50 0.50 First Quarter (Nov. 1, 2013-Jan. 31, 2014) $ 1.29 0.45 Second Quarter (Feb. 1, 2014-Apr. 30, 2014) $ 7.00 0.74 Third Quarter (May 1, 2014-Jul. 31, 2014) $ 1.82 0.34 Fourth Quarter (Aug. 1, 2014-Oct. 31, 2014) $ 1.18 0.34 (1) The historical bid price per share retroactively reflects the 1 for 50 reverse split that was declared effective by FINRA on November 22, 2013. BID PRICE PER SHARE HIGH LOW First Quarter (Nov. 1, 2014-Jan. 31, 2015) $ 0.40 0.085 Second Quarter (Feb. 1, 2015-Apr. 30, 2015) $ 0.1299 0.0125 Third Quarter (May 1, 2015-Jul. 31, 2015) $ 0.05 0.0171 Fourth Quarter (Aug. 1, 2015-Oct. 31, 2015) $ 0.049 0.024 First Quarter (Nov. 1, 2015-Jan. 31, 2016) $ 0.05 0.02 Second Quarter (Feb. 1, 2016-Apr. 30, 2016) $ 0.06 0.0221 Third Quarter (May 1, 2016-Jul. 31, 2016) $ 0.0369 0.018 Fourth Quarter (Aug. 1, 2016-Oct. 31, 2016) $ 0.0315 0.018 February 13, 2015October 31, 2016 was 37,462,000,37,461,409, held by approximately 5958 shareholders of record based on information provided by our transfer agent.On November 23, 2013, Thirty Million (30,000,000) shares of restricted common stock were issued to the Company’s CEO, Roger Janssen, pursuant to his Executive Employment Agreement dated December 18, 2013On March 10, 2014, the Company issued 4,880,000 shares of restricted common stock, at a conversion rate of $0.01 per share in cancellation of debt totaling $41,361On August 4, 2014, the Company issued 1,000,000 shares of restricted common stock at a cost basis of $0.001 per share, pursuant a Conversion Notice related to certain convertible debts outstanding.“Record Date”"Record Date"), the Company’sCompany's Board of Directors and shareholders holding the majority of issued and outstanding common stock approved a One (1) for Fifty (50) reverse stock split of its $0.001 par value common stock (the “Reverse Split”"Reverse Split"). The Reverse Split was declared effective by FINRA on November 22, 2013 (the “Effective Date”"Effective Date").The reverse stock split affected all of the Company’sCompany's stockholders uniformly and did not affect any stockholder’sstockholder's percentage ownership interests in the Company, except to the extent that the reverse stock split resulted in fractional share ownership. Further, any outstanding options, warrants and rights to purchase common stock as of the Effective Date were also subject to the adjustment and were decreased accordingly.ITEM 6. SELECTED FINANCIAL DATA ITEM 7. MANAGEMENTS’SMANAGEMENTS'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONA ND RESULTS OF OPERATIONS“Securities Act”"Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”"Exchange Act"). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate”"anticipate," "expect," "intend," "plan," "believe," "foresee," "estimate" and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. You should read this report completely and with the understanding that actual future results may be materially different from what we expect. The forward looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.2014,2016, and 2015, we had $2,074$16,471 and $19,951, respectively, of cash on hand. We incurred operating expenses in the amount of $6,125,471$1,025,278 during the year ended October 31, 2014,2016, of which $4,800,000$763,455 was stock-based compensation.general and administrative expenses. These operating expenses were comprised of general and administrative expenses, professional fees, directors’directors' and consulting fees, impairment losses and other miscellaneous expenses.has not yet generated any revenues.only commenced generating revenues in fiscal 2015. Management cannot guarantee that the Company will be successful in its business operations and the Company’sCompany's business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns.Company’sCompany's existing shareholders.did not generate any revenuesgenerated $382,494 and $393,635 in reveneus during fiscal 2016 and 2015, respectively with associated cost of goods sold for the fiscal years ended October 31, 20142016 and 2013.
Our gross profit in fiscal 2016 and 2015 was $346,249 and $332,142.82014,2016, total operating expenses were $6,125,471$1,025,278 as compared to $436,272$1,222,044 for the same period ended October 31, 2015. The decrease in expenditures for the fiscal year ended October 31, 2013. This is a 1,304% increase in operating expenses for 20142016 as compared to 2013the same period in 2015 relates to a substantial reduction to professional fees. During the fiscal year ended October 31, 2016 the Company expensed $200,297 as depreciation and can be attributedamortization expense, with $185,792 in the comparative periods ended October 31, 2015. General and administrative fees were slightly reduced year over year at $834,024 (2015) and $763,455 (2016). Interest expenses increased period over period as the Company was required to 1) a one-time impairment losstake on our mining propertiesadditional loans from third parties to carry out operations. The Company recorded net losses of $689,710; 2) an increase in officer’s compensation of $4,925,200 ($0 in 2013$786,520 for the fiscal year ended October 31, 2016 as compared to $4,925,200$975,729 in 2014; previously officers were compensated via management fees paid to a related company; management fees were $11,000 in 2014, compared to $328,077 in 2013);the fiscal year ended October 31, 2015.Working Capital $ 57,834 $ 45,061 $ 12,773 $ 3,346,119 $ 2,747,123 $ 598,996 Working Capital $ (3,288,285 ) $ (2,702,062 ) $ (586,223 ) Cash Flows Net Cash (Used) in Operating Activities $ (38,480 ) $ (207,180 ) Net Cash (Used) in Investing Activities $ - $ - Net Cash Provided by Financing Activities $ 35,000 $ 225,057 Net Effect of Foreign Currency Translation $ - $ - Net (Decrease) in Cash During the Period $ (3,480 ) $ 17,877 3) an increase in research and development of $186,514($0 in 2013 compared to$186,514in 2014), and; an increase in general and administrative expenses of $185,702($18,641 in 2013 compared to$204,316in 2014).Working Capital Current Assets $ 3,688 $ 3,660 $ (28 ) Current Liabilities $ 1,087,603 $ 465,421 $ (622,182 ) Working Capital $ (1,083,915 ) $ (461,761 ) $ (622,154 ) Cash Flows Net Cash (Used) in Operating Activities $ (288,246 ) $ (95,164 ) Net Cash (Used) in Investing Activities $ (102,630 ) $ — Net Cash Provided by Financing Activities $ 390,490 $ 78,800 Net Effect of Foreign Currency Translation $ — $ — Net (Decrease) in Cash During the Period $ (386 ) $ (16,364 ) 20142016 totaled $(50,486)$107,491 and mainly consisted of interest accruing on certain outstanding accounts and notes payable. Interest expense for the twelve months ended October 31, 20132015 was $(10,276).to increaseto5increase sales and production. Our primary sources of liquidity are: (i) investor loans; and (ii) financing activities. Our cash balance as of October 31, 20142016 is $2,074.management’smanagement's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.For the year ended2014, our Company2016 had a combined accumulated deficit of $17,817,622 and had negative working capital deficit of $1,083,985. We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive activities. For these reasons, our auditors stated in their report on our audited financial statements that they have$3,288,285. These conditions raise substantial doubt that we will be ableas to the Company's ability to continue as a going concern without further financing.2014,2016, we had no off-balance sheet transactions that have had, or are reasonably likely to have, a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.On June 10, 2014, FASB issued Accounting Standards Update No. 2014-10,Development Stage Entities. update removesCompany's management has evaluated all recent accounting pronouncements since the definitionlast financial report and through the issuance date of these financial statements. In the Company's opinion, none of the recent accounting pronouncements will have a development stage entity from FASB ASC 915 and eliminates the requirement for development stage entities to present inception-to-date information on the statements of operations, cash flows and stockholders’ deficit. The Company early adopted this standard for the period covered by the report herein.Other than as noted above the Company has not implemented any pronouncements that had material impacteffect on the financial statements and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ITEM 8. FINANCIAL STATEMENTS (FORMERLY AMAROK RESOURCES, INC.20142016Financial Statements Page Financial Statements: Reports of Independent Registered Public Accounting Firms F-114 Balance Sheets as of October 31, 20142016 and October 31, 20132015 (Unaudited) F-3 yearsfiscal year ended October 31, 20142016 and October 31, 2013,2015 (Unaudited) F-415 Stockholders’ Equity November 1, 2012 toStockholders' Deficits20142016 and October 31, 2015 (Unaudited) F-516 yearsnine months ended October 31, 20142016 and October 31, 2013,2015 (Unaudited) F-617 Notes to Financial Statements (Unaudited) F-718 to 26REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors and Stockholders3DX Industries Inc.Ferndale, WAWe have audited the accompanying balance sheet of 3DX Industries, Inc. (the “Company”) as of October 31, 2014 and the related statements of operations, shareholders’ deficit, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of October 31, 2014, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. October 31, October 31, 2016 2015 Assets Current assets $ 16,471 $ 19,951 Accounts receivable 41,363 25,110 Total current assets 57,834 45,061 Property and equipment 1,392,981 1,392,981 Furniture and fixtures 638 638 Computer equipment 1,005 1,005 Less accumulated depreciation (459,603 ) (260,179 ) Total property and equipment 935,021 1,134,445 Other assets Website development (net of accumulated amortization of $3,544 and $2,889) 358 1,231 Security deposit 4,275 4,275 Total other assets 4,633 5,506 Total assets $ 997,488 $ 1,185,012 Liabilities and stockholders' deficit Current liabilities $ 1,053,123 $ 732,186 Payables to related parties 448,130 301,870 Equipment purchase payable - current portion 678,266 645,006 Accrued compensation - convertible 174,000 174,000 Current portion of notes payable - unrelated party 647,073 571,095 Current portion of convertible notes payable - unrelated party 345,527 322,966 Total current liabilities 3,346,119 2,747,123 Long-term liabilities 500,000 500,000 Total long-term liabilities 500,000 500,000 Total liabilities 3,846,119 3,247,123 Stockholders' equity Preferred stock, $.001 par value, 10,000,000 shares authorized, none outstanding - - Common stock, 175,000,000 shares authorized, $0.001 par value, 37,461,409 shares issued at October 31, 2016 and at October 31, 2015 37,461 37,461 Additional paid-in capital 14,931,530 14,931,530 (17,817,622 ) (17,031,102 ) Total stockholders' deficit (2,848,631 ) (2,062,111 ) Total liabilities and stockholders' deficit $ 997,488 $ 1,185,012 statements have been prepared assuming thatstatements. For the Fiscal Year Ended October 31, 2016 2015 $ 382,494 $ 393,635 Cost of goods sold 36,245 61,493 Gross profit 346,249 332,142 Operating expenses Depreciation and amortization 200,297 185,792 Professional services 61,526 202,228 General and administrative expenses 763,455 834,024 Total operating expenses 1,025,278 1,222,044 Other income (expense) Interest expense (107,491 ) (85,827 ) Total other (expense) (107,491 ) (85,827 ) Net loss $ (786,520 ) $ (975,729 ) Net loss per common share - basic and diluted $ (0.02 ) $ (0.03 ) Weighted average number of common shares outstanding 37,461,409 37,461,409 Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company suffered losses from operations and has a working capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.MaloneBailey, LLPwww.malonebailey.comHouston, TexasFebruary 13, 2015F-1 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors andStockholders of 3DX Industries, Inc.(formerly Amarok Resources, Inc.)(An Exploration Stage Company)We have audited the accompanying balance sheet of 3DX Industries, Inc. (formerly Amarok Resources, Inc.) as of October 31, 2013, and the related statement of operations, stockholders’ deficit, and cash flows for the yearyears ended October 31, 2013. 3DX Industries, Inc.’smanagement is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan2015 and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of 3DX Industries, Inc. (formerly Amarok Resources, Inc.) as of October 31, 2013, and the results of its operations and its cash flows for the year ended October 31, 2013, in conformity with accounting principles generally accepted in the United States of America.The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred net losses from operations and has no source of revenues, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
________________________Certified Public AccountantsSalt Lake City, UtahFebruary 13, 2014F-2
(Unaudited)3DX INDUSTRIES, INC.(Formerly Amarok Resources, Inc.)Balance Sheets October 31, 2014 2013 Assets Current assets Cash and cash equivalents $ 2,074 $ 2,460 Security deposit — 1,200 Prepaid insurance 1,614 — Total current assets 3,688 3,660 Mining properties 0 689,710 Property and equipment Manufacturing equipment 1,254,571 — Furniture and fixtures 638 — Computer equipment 1,005 — Less accumulated depreciation (75,585 ) — Total property and equipment 1,180,629 — Other assets Website development (net of accumulated amortization of $1,691 and $636) 2,429 864 Security deposit 4,275 — Total other assets 6,704 864 Total assets $ 1,191,021 $ 694,234 Liabilities and stockholders' equity Current liabilities Accounts payable and accrued expenses $ 331,595 $ 68,241 Payables to related parties 149,135 139,422 Equipment purchase payable - current portion 196,378 — Accrued compensation - related party, convertible 174,000 175,000 Current portion of note payable - unrelated party 236,495 82,758 Total current liabilities 1,087,603 465,421 Long-term liabilities Equipment purchase payable 479,362 Convertible note payable - related party 500,000 — Convertible notes payable - unrelated party 157,541 — Note payable - unrelated parties 52,897 — Total long-term liabilities 1,189,800 — Total liabilities 2,227,403 465,421 Stockholders' equity Preferred stock, $.001 par value, 10,000,000 shares authorized, none outstanding — — Common stock, 175,000,000 shares authorized, $0.001 par value, 37,461,409 shares issued at October 31, 2014 and 1,581,409 issued andoutstanding at October 31, 2013 37,461 1,581 Additional paid-in capital 14,931,530 5,286,410 Accumulated deficit (16,055,373 ) (5,059,178 ) Total stockholders' equity (1,086,382 ) 228,813 Total liabilities and stockholders' equity $ 1,194,021 $ 694,234 Additional Common Stock Paid-in Accumulated Shares Amount Capital Deficit Totals 37,461,409 37,461 14,931,530 (16,055,373 ) (1,086,382 ) Net loss for period (975,729 ) (975,729 ) Balance, October 31, 2015 37,461,409 37,461 14,931,530 (17,031,102 ) (2,062,111 ) Net loss for period (786,520 ) (786,520 ) Balance, October 31, 2016 37,461,409 $ 37,461 $ 14,931,530 $ (17,817,622 ) $ (2,848,631 ) (Formerly Amarok Resources, Inc.)StatementOperations For the Year Ended October 31, 2014 2013 Revenue $ — $ — Operating expenses Exploratory costs, including stock based compensation of $0 and $0 — 20,000 Impairment loss 689,710 — Contributed services 76,640 — Officer's compensation, including stock-based compensation of $4,800,000 and $0 4,887,449 — Management fees, including stock-based compensation of $0 and $148,077 146,000 328,077 Professional services 64,384 55,465 Rent 51,593 14,116 Other general and administrative expenses 198,733 18,614 Total operating expenses 6,114,509 436,272 Other income (expense) Net gain on settlement of indebtedness (4,831,200 ) — Interest expense (50,486 ) (10,276 ) Total other income (expense) (4,881,686 ) (10,276 ) Net loss $ (10,996,195 ) (446,548 ) Net loss per common share - basic and diluted $ (0.33 ) $ (0.28 ) Weighted average number of common shares outstanding 33,434,888 1,581,409 For the Fiscal Year Ended October 31, 2016 2015 Cash flows from operating activities: Net loss $ (786,520 ) $ (975,729 ) Adjustments to reconcile net loss to net cash used in operating activities: 200,297 185,792 Changes in operating assets and liabilities (16,253 ) (25,110 ) - 1,614 312,369 347,777 146,260 152,136 105,367 106,340 Net cash used in operating activities (38,480 ) (207,180 ) Cash flows from investing activities: - - Website development - - Net cash used in investing activities - - Cash flows from financing activities: Proceeds from third party borrowing 38,000 286,500 Repayments on third party borrowing (3,000 ) (61,443 ) Net cash provided by financing activities 35,000 225,057 Increase (decrease) in cash (3,480 ) 17,877 Cash - beginning of period 19,951 2,074 Cash - end of period $ 16,471 $ 19,951 Supplemental disclosures of cash flow information: Interest paid $ 2,500 $ 10,488 Income taxes paid $ - $ - Accompanyingaccompanying notes are an integral part to the financials
these unaudited financial statements.F-4(Formerly Amarok Resources, Inc.)Statement of Changes in Stockholders’ EquityFor the Period from November 1, 20122014 Additional Common Stock Paid-in Accumulated Shares Amount Capital Deficit Totals Balance, October 31, 2012 1,581,409 1,581 5,138,333 (4,612,630 ) 527,284 Compensation recognized on option grant — — 148,077 — 148,077 Net loss for period — — — (446,548 ) (446,548 ) Balance, October 31, 2013 1,581,409 1,581 5,286,410 (5,059,178 ) 228,813 Issuance of common stock for services �� 30,000,000 30,000 4,770,000 — 4,800,000 Issuance of common stock in cancelation of indebtedness 4,880,000 4,880 4,875,120 — 4,880,000 Issuance of common stock on conversion of indebtedness 1,000,000 1,000 — — 1,000 Net loss for period — — — (10,996,195 ) (10,996,195 ) Balance, October 31, 2014 37,461,409 $ 37,461 $ 14,931,530 $ (16,055,373 ) $ (1,086,382 ) The Accompanying notes are an integral part to the financials
2016 and 2015F-53DX INDUSTRIES, INC.(Formerly Amarok Resources, Inc.)Statement of Cash Flows For the Year Ended October 31, 2014 2013 Cash flows from operating activities: Net loss $ (10,996,195 ) $ (446,548 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation expense 75,585 — Amortization expense - conversion feature on accrued compensation — 148,077 Amortization expense - website development 1,055 500 Net loss on settlement of debt 4,831,200 — Impairment loss 689,710 — Stock-based compensation 4,800,000 — Contributed services and rent — — Changes in operating assets and liabilities (Increase) decrease in prepaid expenses (4,689 ) 1,182 Increase (decrease) in accounts payable 263,354 16,306 Increase (decrease) in accounts payable - related party 9,713 — Increase in accrued interest 42,021 3,958 Increase in accrued compensation - related parties 181,361 Net cash used in operating activities (288,246 ) (95,164 ) Cash flows from investing activities: Investments in mining properties — — Equipment purchases (100,010 ) — Website development (2,620 ) — Net cash used in investing activities (102,630 ) — Cash flows from financing activities: Proceeds from third party borrowing 253,000 78,800 Repayments on third party borrowing (12,510 ) 44,742 Proceeds from related party borrowing 150,000 (44,742 ) Repayments on related party borrowing 0 0 Net cash provided by financing activities 390,490 78,800 Increase (decrease) in cash (386 ) (16,364 ) Cash - beginning of period 2,460 18,824 Cash - end of period $ 2,074 $ (2,460 ) Supplemental disclosures of cash flow information: Interest paid $ 4,729 $ — Income taxes paid $ — $ — Non-cash investing and financing activities:On February 19,2014, the Company issued 4,880,000 shares of its common stock in exchange for the cancelation of $48,800 of indebtedness. The Company recognized a loss on the extinguishment of the debt in the amount of $4,099,200 that was charged to operations.On June 20, 2014, the holder of the $175,000 of convertible accrued compensation assigned $1,000 of the amount due to a third party. On June 26, 2014, the above indicated assignee converted $1,000 of accrued compensation due in exchange for $1,000,000 shares of the Company's common stock at the conversion price of $.001 per share. No gain or loss was recognized on the conversion and issuance of the common shares. In November 2013, the Company settled with the landlord of the office it was renting in Rancho Margarita, California for $4,010. The Company recognized a gain on the settlement in the amount of $1,793.Pursuant to the terms of Mr. Janssen's executive employment agreement the Company issue him 30,000,000 shares of its common stock valued at $4,800,000, which was charged to operations. On December 18, 2013, the Company acquired various equipment relating to its 3D metal imaging business from R Janssen, the Company's President, for $500,000. The $500,000 is evidenced by a promissory note which is assessed interest at an annual rate of 1.64%. Accrued interest is payable quarterly with the principal and an accrued unpaid interest fully due and payable on December 15, 2018.On December 23, 2013, the Company purchased manufacturing equipment relating to its 3D metal imaging business from an unrelated third party. The total purchase price is $750,000 of which $75,000 was paid upon delivery. The remaining balance of $675,000 is payable in two equal installments of $337,500. The first installment is due June 1, 2014 and the second installment is due September 1, 2014. The terms of the installment payments do not include a stated interest rate, therefore, the Company accounted for the purchase pursuant to ASC Topic 835-30-25, "Imputation of Interest" (see Note 5).On January 15, 2013, the Company granted Santeo Financial Corp ("Santeo") the option to convert 25% of accrued management fees of $175,000 owed to Santeo at a conversion rate of $0.001 per share and the option to convert the remaining 75% of accrued management fees at a conversion rate of $0.01 per share. The conversion feature was accounted for under ASC Topic 470-20 and the discount of the beneficial conversion feature of $148,077 was immediately charged to operations pursuant to ASC Topic 470-20-35.The Accompanying notes are an integral part to the financialsF-63DX Industries, Inc.(Formerly Amarok Resources, Inc.)(An Exploratory Stage Company)Notes to the Financial StatementsAmarok Resources,(“Amarok” or the “Company”(the "Company") was incorporated in the state of Nevada on October 23, 2008 under the name Ukragro Corporation.2008. The Company’sCompany's principal activity presently is the explorationmanufacturing and development of mineral properties for future commercial developmentour head office is located near Bellingham WA, USA. The Company manufactures consumer and production.On September 26, 2013, the Company filedcorporate products using an amendment to the Company’s Articles of Incorporationadditive manufacturing method through 3D Metal printing technology and changed the Company’s name from Amarok Resources, Inc. to 3DX Industries, Inc. and increased the number of shares authorized to 185,000,000 of which 175,000,000 have been designated common shares and 10,000,000 have been designated preferred shares. Also on September 26, 2013, the Company authorized a 50:1 reverse stock split. The accompanying financial statements have been restated to reflect the change in capital and stock split as if they occurred at the Company’s inception.20142016 had a combined accumulated deficit of $16,055,373 $17,817,622 and had negative working capital of $1,083,915.$3,288,285. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.Mining CostsCosts incurred to purchase, lease or otherwise acquire property are capitalized when incurred. General exploration costs and costs to maintain rights and leases are expensed as incurred. Management periodically reviews the recoverability of the capitalized mineral properties. Management takes into consideration various information including, but not limited to, historical production records taken from previous mining operations, results of exploration activities conducted to date, estimated future prices and reports and opinions of outside consultants. When it is determined that a project or property will be abandoned or its carrying value has been impaired, a provision is made for any expected loss on the project or property.yeartwelve months period ended October 31, 20142016 and 20132015 amounted $75,585$200,297 and $0,$185,792, respectively.(“ASC”("ASC") Topic 360-10-05, “Accounting"Accounting for the Impairment or Disposal of Long-Lived Assets.”" ASC Topic 360-10-05 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’sasset's carrying value and fair value or disposable value. The Company determined that the carrying cost of its mining properties were fully impaired and for the year ended 2014, the Company charged $689,710 to impairment loss.“"Fair Value Measurements and Disclosures,”" the Company is required to estimate the fair value of all financial instruments included on its balance sheet as of October 31, 2014.2016. The Company’sCompany's financial instruments consist of accounts payables and notes and loans payable. The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of the respective instrument.Companycompany follows Accounting Standard Codificationthe provisions of ASC Topic No. 260, “Earnings Per Share” (“ASC No. 260”) that requires the reporting of both basic and diluted earnings (loss)Earnings per share.Share. Basic earnings (loss)net loss per share is computed by dividing net income (loss)loss available to common stockholders by the weighted average number of common shares outstanding forduring the period. The calculationBasic and diluted losses per share are the same as all potentially dilutive securities are anti-dilutive.dilutedcommon shares outstanding during the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities orstock options and other contractscommitments to issue common stock were exercised or convertedequity awards vest resulting in the issuance of common stock or conversion of notes into shares of the company's common stock that could increase the number of shares outstanding and lower the earnings per share of the company's common stock. In accordance with ASC No. 260, any anti-dilutive effects on net earnings (loss) per share are excluded. Potential common shares atThis calculation is not done for periods in a loss position as this would be antidilutive. For the fiscal years ended October 31, 2014 that have been excluded from2016 and 2015, respectively, the computation of dilutedCompany has recorded a net loss and therefore we have not presented diluted earnings per share include an option to convert approximately $4,117 in fees due Santeo Financial Corporation at October 31, 2014 into 4,117,060 common shares. Potential common shares at October 31, 2013 that have been excluded from the computation of diluted net loss per share include an option to convert approximately $174 in fees due Santeo Financial Corporation at October 31, 2013 into 173,762 common shares(“BCF”("BCF"). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 “Debt"Debt with Conversion and Other Options.”" In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and the Company amortizes the discount to operations over the life of the debt using the effective interest method. The Company was not required to record any BCF’sBCF's on any of the convertible debt it issued during the yearsfiscal year ended October 31, 2014 and 2013.
2016.F-7Company’sCompany's stock for non-cash consideration have been assigned a dollar amount equaling the market value of the shares issued on the date the shares were issued for such services. The non-cash consideration received pertains to officer’sofficer's compensation and consulting services.“Equity-Based"Equity-Based Payments to Non-Employees.”" This topic defines a fair-value-based method of accounting for stock-based compensation. In accordance with the Topic, the cost of stock-based compensation is measured at the grant date based on the value of the award and is recognized over the vesting period. The value of the stock-based award is determined using Binomial or Black-Scholes option-pricing models, whereby compensation cost is the excess of the fair value of the award as determined by the pricing model at the grant date or other measurement date over the amount that must be paid to acquire the stock. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period.Development StageAccounts receivable and allowance for doubtful accountsJune 10, 2014, FASB issued Accounting Standards Update No. 2014-10, Development Stage Entities. The update removesa periodic basis, the definitionCompany evaluates its accounts receivable and establishes an allowance for doubtful accounts based on a combination of a development stage entity from FASB ASC 915specific customer circumstances and eliminatescredit conditions taking into account the requirement for development stage entities to present inception-to-date information onhistory of write-offs and collections. A receivable is considered past due if payment has not been received within the statementsperiod agreed upon in the invoice. Accounts receivable are written off after all collection efforts have been exhausted. Recoveries of operations, cash flows and stockholders’ deficit. trade receivables previously written off are recorded when received.adopted this standard forrecognizes revenue when it is realized or realizable and earned when all of the period coveredfollowing criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price to the buyer is fixed or determinable, and collectability is reasonably assured. Revenue is recognized upon transfer of title and risk of loss, which is generally upon the shipment of finished goods. Freight billed to customers is included in revenues, and all freight expenses paid by the report herein.ReclassificationCertain reclassifications have been made to conform the 2013 amounts to 2014 classifications for comparative purposes.Company’sCompany's management has evaluated all recent accounting pronouncementspronouncements since the last auditfinancial report and through the issuance date of these financial statements. In the Company’sCompany's opinion, none of the recent accounting pronouncementspronouncements will have a material effect on the financial statements.(“Warrior”("Warrior"), a private company, to acquire 100% of the McNeil Gold Property. The McNeil property is located within the Abitibi Greenstone belt, approximately 30 miles southeast of Timmins, Ontario, Canada and approximately 35 miles west of Kirkland Lake, Ontario, Canada. The purchase price of the property was in exchange for Warrior receiving 28,000 shares of the Company’s restricted common stock along with an option to purchase 28,000 of the Company common shares of the Company at a price of $1.00 per common share until October 1, 2011. Any options remaining unexercised as of September 1, 2011 may be exercised at a price of $1.25 per common share until March 31, 2012, after which the option to purchase any shares of Amarok automatically terminates. The Company initially valued the 28,000 shares at $784,000 based upon the trading price of the common shares on the date of issuance. The Company valued the 28,000 options at $98,724 using a binomial option model with a trading price of $0.56 per share, risk-free interest rate of 0.26%, and volatility of 93.221%. The total of $882,724 was capitalized as mining properties. At October 31, 2011, the Company recognized an impairment of $322,000 on the reduction in the fair value of mining claim based upon the agreed upon price of $0.33 per share pursuant to the underlying purchase agreement. The $0.33 per share was based upon the trading price of the Company’s common share on the March 23, 2011. Through October 31, 2013, the Company has incurred additional acquisition costs totaling $91,606. The capitalized costs of the McNeil claim as of October 31, 2013 amounted to $652,330.(“Trio”("Trio") to assign 100% of its claims in the McNeil property, subject to a 5% net smelter royalty, to Trio once Trio has incurred exploration and administrative costs totaling $5,000,000 (CND)(CDN) based upon the following schedule:NighthawkMcNeil Claims, Canada (continued)Thehad staked 35 claimswas required to make a minimum lease payment on property adjacent to the McNeil known as the Night Hawk Property. The acquisition cost associated with this claims totaled $37,380. The Company did not have sufficient fundsClaims. As a result of failure to pay the fees required to renew the 35 claims and on October 8, 2013 it assigned its total interest in these claims to Trio in exchange for a 5% royaltymeet minimum expenditure requirements on the net smelter returns generated from these claims. The Company granted Trio the option to purchase each 1% royalty interest for $2,000,000 (CND). The Company did not report any gain or loss on this transaction and valued the 5% net royalty interest at the property’s current acquisition cost of $37,380. Trio was unable to raise sufficient funds for the development and required fee payments onproperty, the claims by November 2014 and as a result Trio has forfeited the claims resultingare currently in a termination of the royalty option. The Company no longer has any interest in the claims.(“Carlin”("Carlin") in which Carlin assigned the Company all of its rights, title, and interest in an exploration agreement between it and Trio. The assigned exploration agreement was dated January 28, 2010. In consideration for the assignment of the interest in the exploration agreement, the Company paid Carlin $1 and issued 2,000 shares of its common stock, valued at $168,000 based upon the trading price of the shares on the date of issuance. The value of these shares has been charged to operations and included in exploration costs. has leased and hashad an option to purchase a 100% interest in 29 unpatented lode mining claims located in Nevada within the Carlin Gold Trend (the “Claims”"Claims"). The Claims are subject to a 1.5% net smelter return (“NSR”("NSR").Under the terms of the original agreement, the Company earns a 75% undivided interest in the Property during an earn-in period commencing in January 2010 and completing in December 2012 (the “earn-in period”). Upon completion of the earn-in period, a joint venture (the “Joint Venture”) is to be formed with the same 75% / 25% interest the parties held during the earn-in period. The Joint Venture shall remain in effect for twenty-five years oras long as the claims are being actively mined or developed, whichever is longer. After the termination of the Joint Venture, the Claims shall revert back to Trio.On March 23, 2012, the Company and Trio entered into an agreement that modified certain terms of the original agreement (“modified agreement”). During the earn-in-period, the Company is to provide $5,500,000 in funding to cover operational costs. Under the original agreement, $1,500,000 was to be funded during the 2010 budget year, $2,000,000 was to be funded during the 2011 budget year and $2,000,000 was to be funded during the 2012 budget year. The modified agreement eliminates the annual funding requirements and extends the due date of the $5,500,000 funding to December 31, 2013.Under the original agreement, the Company was required to pay a minimum annual royalty during the earn-in period to Trio of which $75,000 was paid upon signing of the agreement, $100,000 was paid on April 1, 2011 and $150,000 was to be paid on April 1, 2012. Under the terms of the March 23, 2012 modified agreement, the minimum royalty payments have been incorporated into the $5,500,000 funding requirement and the final $150,000 minimum royalty payment becomes due on April 1, 2013. In consideration for modifying the terms of the original agreement and extending the due date, the Company issued Trio 2,788 shares of its common shares valued at $11,152, which was charged to operations and included in exploratory costs.Once the Company has provided $5,500,000 in funding for the project, the Company and Trio shall fund the operational costs jointly, with the Company providing 75% of the funds and Trio providing 25% of the funds. Through July 31, 2012, the Company funded a total of $2,350,000 in the property’s operational costs as defined under the modified agreement. The funds paid have been charged to operations and included in exploratory costs.In addition, within three months of the assignment, the Company is required to issue Trio 144,240 shares of its common stock. Upon expenditure of a minimum of $2,000,000 on the claims, Trio shall receive an additional 1,442 shares of the Company’s common stock. Upon expending a minimum of $4,000,000 on the claims, Trio shall receive an additional 1,442 shares of the Company’s common stock. Upon expenditure of $5,500,000 on the claims, Trio shall receive a final 1,442 shares of the Company’s common stock All shares issued shall be restricted common shares and will be stamped with the applicable hold period. On February 22, 2010, the Company issued 2,884 shares of its common stock to Trio valued at $242,323, based upon the restated trading price of the shares on the date of issuance. On October 25, 2011, the Company issued 1,442 shares of its common stock to Trio valued at $5,769, based upon the trading price of the shares on the date of issuance. On March 23, 2012, the Company issued 2,788 shares of its common stock to Trio valued at $11,152, based upon the restated trading price of the shares on the date of issuance. The values of the shares have been charged to operations and included in exploration costs.On February 13, 2013, the Company entered into an agreement with Trio to modify the terms of the above indicated final minimum royalty payment of $150,000, which was due on April 1, 2013. In exchange for paying $15,000 upon the signing of the agreement and $5,000 on August 1, 2013, the due date of the remaining $130,000 is extended to October 1, 2013, with the date when the full $5,500,000 must be spent on the Rodeo Claims is extended to December 31, 2014. Of the $20,000 that is due, $15,000 was paid on February 20, 2013 and $5,000 was paid on March 15, 2013. The $20,000 was charged to exploratory costs.The Company failed to pay the required $130,000 that was due on October 1, 2013 and is in default under the agreement.andhowever such NSR has granted Trionot been formally recorded as at the exclusive right and option at any time to buy back 100%date of the Royalty by paying to the Company a cash consideration of $3,000,000.00 (USD) (the “Buy Back Option”). The Buy Back Option may be exercised at any time in part by Trio paying $1,500,000.00 (USD) for each one percent (1%) of the Royalty purchased by Trio.
this report.F-9Cueva Blanca Gold PropertyOn April 16, 2010, the Company entered into an agreement with St. Elias Mines Ltd. (“St. Elias”) in which Amarok is given an option to earn a 60% interest, subject to a 1.5% net smelter royalty (“NSR”) in the Cueva Blanca gold property (1,200 hectares) in Northern Peru, which is wholly owned by St. Elias.Under the terms of the letter agreement, it is possible for the Company to acquire a 60% interest in the Property(subject to a 1.5% NSR) in consideration of:(a) making cash payments of $200,000 to St. Elias over a two-year period;(b) issuing 100,000 common shares in the capital of Amarok to St. Elias; and(c) incurring at least $1,500,000 in exploration expenditures on the property over a three-year period.In addition, the Company shall have the right to purchase one-half of the 1.5% NSR from St. Elias for the sum of $1,500,000, thereby reducing the NSR payable to from 1.5% to 0.75%.The Company’s first payment of $10,000 was paid on June 24, 2010. On April 27, 2011, the agreement between St. Elias and Amarok was formally terminated by St. Elias. As of January 31, 2012, the Company has paid a total of $27,603 in fees towards property maintenance costs on the Cueva Blanca property.The company has no further interest in this propertyMining properties at October 31, 2014 consist of the following:Beginning balance –November 1, 2013 $ 689,710 Acquisition related costs — Cost charged off as impaired (689,710 ) Balance – October 31, 2014 $ — Management’s decision to change its focus from the mining sector to manufacturing was based on the declining condition of the resource sector over the past years. It was becoming significantly more difficult to raise funds for working capital and property development as a resource company, Management felt it was in the best interest for the continued viability of the company to focus efforts within an industry that has the potential for generating cash flow sooner than would be possible in the resource sector.Company’sCompany's common stock at a conversion price of $0.50 per share. The balance due Mr. Janssen at October 31, 20142016 totaled $507,022$524,095 (October 31, 2015 - $515,528) of which the accrued interest of $7,022$24,095 was classified as a short-term liability and the $500,000 was classified as a long-term liability. TheDuring the fiscal year ended October 31, 2016, the accrued interest of $7,022$8,568 ($8,406 – October 31, 2015) was charged to operations. The Company has not paid any accrued interest.During the year endedOctober31, 2014, Mr. Janssen advanced the Company a total of $44,742, which was fully repaid during the year.Janssen’sJanssen's appointment to the Board of Directors and entry into an Employment Agreement (see Note 96 – Commitments and Contingencies below) and executed on December 18, 2013, the Company purchased various equipment relating to the post production processes for its 3D metal printing operation from Mr. Janssen, our sole officer and a director, for $500,000 which amount has been capitalized on our balance sheet.paid.paid on purchase. The remaining $675,000 is payable in two installments: $375,000 due June 1, 2014 and $300,000 due on September 1, 2014. The terms of the installment payments do not include a stated interest rate, therefore, the Company accounted for the purchase under ASC Topic 835-30-25 “Imputation"Imputation of Interest”"discounting the purchase price of the equipment by $18,795 for imputed interest using an interest rate of 5% per annum. The total gross capitalized value of this equipment iswas $731,025.made payments as required under the terms of the agreementmet its payment obligations up to February 2015 and is in default of its current payment obligations. The Company has entered into negotiations with the month of January 2015.The balance due on this obligationthird party to revise the payment schedule with respect to the purchase, however the loan is presently in default and is currently payable in full as at October 31, 2014 is $675,740. A schedule2016 in the total remaining amount of each year’s principal payments for this obligation is as follows: Principal Year ended Reduction October 31, 2015 $ 195,638 October 31, 2016 223,881 October 31, 2017 235,335 October 31, 2018 20,146 $ 675,000 20142016 and October 31, 2015 totaled $1,254,571 (2013-Nil)On January 15, 2013,(1) Third party convertible promissory notes granted Santeo Financial Corp (“Santeo”), a company affiliated with a former officer and director, the option to convert up to 25% of all accrued compensation resulting from unpaid consulting fees due it at that date into shares of the Company’s common stock at a conversion price of $0.001 per share, and to convert the remaining 75% of accrued compensation due it at that date into shares of the Company’s common stock at a conversion price of $0.01 per share.on February 14, 2015. The agreement can be cancelled by either party. At January 15, 2013, the amount of accrued compensation due Santeo was $175,000. Pursuant to ASC Topic 470-20, “Debt with Conversion and Other Options,” the accrued compensation was recorded net of a discount that includes the debt’s beneficial conversion feature of $148,077. Since the accrued compensation$25,000 is immediately convertible into common stock, discounts arising from beneficial conversion features are directly charged to expense pursuant to ACS 470-20-35. The beneficial conversion features were calculated using trading prices ranging from $0.001 to $0.01 per share and an effective conversion price of $0.02 per share.Effective December 18, 2013, the terms of the above indicated option grant were modified limiting the number of conversion shares Santeo can receive and hold at any point in time to no more than 9.99% of the Company’s common stock then outstanding. In June 2014, Santeo assigned $1,000 of accrued compensation due it to a third party, who converted the $1,000 into 1,000,000 shares of the Company’s common stock at a conversion price of $.001 per shareTotal consulting fees charged to operations for the year ended October 31, 2014 and 2013 amounted to $11,000 and $328,077 (including stock based compensation of $148,077), respectively. Accrued compensation due Santeo at October 31, 2014 amounted to $320,022, of which $174,000 is reflected on the accompanying balance sheet in accrued compensation–convertible. The remaining balance of $146,022 due Santeo is reflected on the accompanying balance sheet and is included in Accounts payable and accrued expenses.Lender 1On January 9, 2013, the Company entered into an agreement to borrow a total of $46,300 from an unrelated third party. The loans are evidenced by an unsecured promissory note.note bearing interest at a rate of 10%. The $46,300interest shall be accrued beginning on August 1, 2015. Outstanding principal and accrued interest of $2,500 wasis fully due and payable on July 1, 2013. AsDecember 31, 2016. The holder has the right to convert any or all of the outstanding principal and accrued interest were not paidinto shares of the Company's common stock at a conversion rate of $0.10 per share. Upon conversion, the holder has certain registration rights. The Company is obligated to bear all costs associated with the registration of the shares. The outstanding balance at October 31, 2016 amounted to $28,137 (October 31, 2015 - $25,630). As per the terms of the agreement, the Company accrued interest of $2,507 during the fiscal year ended October 31, 2016 and was charged to operation.JulySeptember 7, 2016. The $17,500 is evidenced by an unsecured promissory note bearing interest at a rate of 8%. The interest shall be accrued beginning on January 1, 2013, the2017. Outstanding principal and accrued interest is assessed interest at an annual rate of 8% per annum payable quarterly, with the outstanding principal and accrued interest fully due and payable on July 1, 2014. In addition,December 31, 2017. The outstanding balance at October 31, 2016 amounted to $17,500.(2) The ExOne Company unrelated third party advanced an additional $2,500 on June 21, 2013. The $2,500 is assessedCompany entered into a Secured Promissory Note, Loan and Security Agreement (the "Note") in the principal amount of $675,000 with interest accruing at an annuala rate of 8%5% per annum payable quarterly, withannum. Under the outstandingterms of the Note, principal and accrued interest fully due and payableare paid in monthly installments of $20,230 commencing on JulyDecember 1, 2014.2014,2015, the Company paid $60,461, of which $52,472 was applied to the principal and $7,989 applied to interest. The Company has met its payment obligations up to February 2015 and is in default of its current payment obligations. The Company has entered into negotiations with ExOne to revise the payment schedule with respect to the purchase.(3) Lender 1 a. 5% various notes payable Balance, October 31, 2014 $ 223,478 46,500 Repayment: Principal (5,000 ) Accrued interest: 13,375 278,353 Additional: Principal 20,500 Accrued interest: 14,089 Balance, October 31, 2016 $ 312,942 $218,000$20,500 in loans from the aforementioned party which is assessed interest 5% per annum and mature at various dates through December 15, 2015.July 1, 2018. During the yeartwelve months ended October 31, 2014,2016 the Company repaidaccrued a total of $12,510 of which $4,729 was applied against accrued interest and $7,781 was applied against principal. On February 19, 2014, the Company issued 4,880,000 shares of its common stockfurther $14,089 in exchange for canceling $48,800 of debt. The Company valued the shares at their respective market value of $4,880,000 and recorded a loss on the debt extinguishment of $4,831,200, which was charged to operations. The outstanding balance at October 31, 2014 amounted to $223,478 of which $167,581 is due within one year and $55,897 is due in the following year. Accrued interest charged to operations for year ended October 31, 2014 and 2013 totaled $6,116 and $0, respectively.b. 5% promissory note Company’sCompany's common stock at a conversion rate of $0.10 per share. Upon conversion, the holder has certain registration rights. The Company is obligated to bear all costs associated with the registration of the shares. The outstanding balance at October 31, 20142016 amounted to $157,541. $172,562 (October 31, 2015 - $165,041). Accrued interest charged to operation for the yeartwelve months ended October 31, 20142016 and 20132015 totaled $7,541$7,521 and $0,$7,500, respectively.Lender 2(4) Lender 2 Balance, October 31, 2014 $ 67,855 Additional: Principal - 3,250 71,105 Accrued interest 3,259 Balance, October 31, 2016 $ 74,364 The balance of this obligation on October 31, 2014 amounted to $31,714. Accrued interest charged to operations for the year ended October 31, 2014 and 2013 amounted to $1,714 and $86, respectively. The balance of this obligation on October 31, 2014 amounted to $36,141. (5) Lender 3 Note 1 Note 2 Balance, October 31, 2014 $ - $ - Additional: Principal 25,000 100,000 1,459 5,836 26,459 105,836 Accrued interest 2,507 10,027 Balance, October 31, 2016 $ 28,966 $ 115,863 (6) Equipment Finance Agreement 2014 amounted2015, the Company paid $11,472, of which $8,972 was applied to $1,141.the principal and $2,500 applied to interest. The Company met its payment obligations up to August 2015 and is currently in default of its current payment obligations.STOCKHOLDERS’STOCKHOLDERS' EQUITYyearfiscal years ended October 31, 2014As discussed in Note 4, in June 2014, Santeo assigned $1,000 of accrued compensation due it to a third party, who converted the $1,000 into 1,000,000 shares of the Company’s common stock at a conversion price of $0.001 per share. The Company did not recognized any gain or loss on the conversion.On February 19, 2014, the Company issued 4,880,000 shares of its common stock in exchange for the cancelation of $48,880 of debt due an unrelated third party The Company recognized a loss from the extinguishment of the debt totaling $4,831,200, which was charged to operations.Effective November 23, 2013, the Company entered into an employment agreement with its President2016 and Chief Executive Officer, Roger Janssen. Under the terms of the agreement, Mr. Janssen received 30,000,000 shares of the Company’s restricted common stock as a signing bonus. The shares were valued at $4,800,000 based upon the trading price of the shares on the date of grant.For the year ended October 31, 20132015On September 26, 2013, the Company increased the number of shares authorized to 185,000,000 of which 175,000,000 have been designated common shares and 10,000,000 have been designated preferred shares. Also on September 26, 2013, the Company authorized a 50:1 reverse stock split. The Company did not enter into any further equity transactionsyear end October 31, 2013.NOTE 8 - INCOME TAXESThe Company accounts for income taxes under Accounting Standard Codification Topic No. 740 (“ASC 740”), “Accounting for Income Taxes.” This statement mandates the liability method of accounting for deferred income taxes and permits the recognition of deferred tax assets subject to an ongoing assessment of realizability.The effective tax rate on the net loss before income taxes differs from the U.S. statutory rate as follows: October 31, October 31, 2014 2013 Current expense - Benefit Federal $ — $ — State — — Total deferred expense (benefit) — — Deferred Benefit Federal $ — $ — State — — Total deferred benefit — — U.S statutory rate 34.00 % 34.00 % Less valuation allowance -34.00 % -34.00 % Effective tax rate 0.00 % 0.00 % The significant components of deferred tax assets and liabilities are as follows: Deferred tax assets Stock based compensation $ (1,632,000 ) $ 131,435 Net operating losses 5,164,685 1,294,544 Other (2,421 ) — Deferred tax liabilities Property and equipment (111,638 ) 0 3,641,902 1,425,979 Less valuation allowance (3,641,902 ) (1,425,979 ) Deferred tax asset/liabilities - net valuation allowance $ — $ — Deferred income tax assets and liabilities are computed annually for differences between financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.Deferred tax assets resulting from stock based compensation and net operating losses are reduced by a valuation allowance, when, in the opinion of management, utilization is not reasonably assured. At October 31, 2014, the Company’s gross deferred tax asset totaled $3,641,902. This amount was reduced 100% by a valuation allowance, making the net deferred tax asset $0.As of October 31, 2014, the Company had estimated federal net operating loss carry forwards totaling approximately $6,101,462 which can be used to offset future federal income tax. The federal net operating loss carry forwards expire at various dates through 2034. The utilization of the net operating losses to offset future net taxable income is subject to the limitations imposed by the change in control under Internal Revenue Code Section 382.The Company adopted the provisions of Accounting Standard Codification Topic 740-10-50, formerly FIN 48, “Accounting for Uncertainty in Income Taxes.” We had no material unrecognized income tax assets or liabilities for the year ended October 31, 2014 or October 31, 2013.Company management policy regarding income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the year ended October 31, 2014 and 2013, there were no income tax, or related interest and penalty items in the income statement, or liability on the balance sheet. The company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The Company is no longer subject to U.S. federal or state income tax examination by tax authorities for years before 2008. The Company is not currently involved in any income tax examinations.98 - COMMITMENTS AND CONTINGENCIESCompany’sCompany's restricted common stock as a signing bonus. The shares were valued at $4,800,000 based upon the trading price of the shares on the date of grant. Officer’sOfficer's compensation for the year ended October 31, 2014 amounted to $4,887,449 including the indicated stock based compensation of $4,800,000. Accrued compensation due Mr. Janssen as of October 31, 20142016 amounted to $149,135,$448,130 (October 31, 2015 - $301,870), which is included in the balance of other payables – related parties as reflected in the accompanying balance sheet. The $149,135$448,130 is net of $13,286$33,740 that was actually paid to Mr. Janssen during the yeartwelve month period ended October 31, 2014.In January 2014,2016.lease for warehouse and corporate office space located in Ferndale, Washington for 26 months.an equipment rental agreement with Santeo Financial Corp. with respect to certain manufacturing equipment. The Company was grantedterm of rental is 24 months, with an option to extendpurchase the lease for another two years. Rent expense chargedequipment at any time up to operations for the yearend of the rental agreement. Under the terms of the agreement the Company shall pay a security deposit of $700 and agreed to a monthly rental fee of $350 with the first month payable upon signing. The Company did not make any payments under this agreement in the period ended April 30, 2016 and October 31, 2015 and has accrued a total of $7,175 and $3,710, respectively, as due and payable.amounted to $51,593for a term of which $13,245 was allocated to research and development.future rentalannual lease payments under non-cancelable operating leases having remaining terms in excess of one yearthe extended lease are as offollows:2014 during2016: $43,800(a) On November 23, 2016, the Company and ExOne entered into a title transfer, conditional release and equipment lease agreement where under the Company, notified of its default under the original terms of the agreement and amendments thereto (Note 5 above) effective January 11, 2016, agreed to transfer title of the equipment back to ExOne, agreed to a lump sum payment of $10,000 and agreed to enter into a 24 month lease for the equipment under the following terms: termfirst date of the respective leasemonth and insubject to a 5% late fee when unpaid within 10 (ten) days of the aggregate are as follows:October 31, 2015 $ 51,300 2016 17,100 Total minimum lease payments $ 68,400 Enddue date. Further under the terms of Notes to FinancialsF-13(b)On December 20, 2016, a lender of a convertible note with a principal balance of $150,000 (the "Original Note") (refer to Note 6(3)(b)) entered into an amendment to the terms of that certain note and accrued interest whereby, among other considerations, the conversion price was reduced from $0.10 per share to $0.001 per share. Subsequently, the lender assigned a total of $40,000 of its principal debt to an arm's length third party who converted a total of $6,000 in principal to 6,000,000 shares of common stock. The assignee entered into a waiver and release agreement with the Company for the balance of the assigned convertible note payable in the amount of $34,000 on May 30, 2017. (c) On March 15, 2017, the Company and Santeo entered into a letter agreement to revise the terms of the original March 30, 2015 equipment lease (ref: Note 9 above). Under the terms of the letter agreement, the Company will purchase the manufacturing equipment for a total of $18,000 no later than December 31, 2017, which amount shall also include all accrued and unpaid rental payments, and any interest thereon up to December 31, 2017. Should the Company be unable to make the required payment as at December 31, 2017, interest of 12% per annum shall apply to any balance outstanding. (d) On April 28, 2017, a third-party lender with various amounts outstanding agreed to release and waive a total of $367,170, inclusive of accrued interest thereon, with no further consideration payable. (e) On June 15, 2017, a total of 3,000,000 shares originally issued to settle part of convertible note in the amount of $3,000 as discussed in Note 9(c) above were returned to treasury and canceled. (f) During the month of June 2017, the Company and the original stakeholder of the McNeil Claims referenced in Note 3 above entered into an assignment agreement whereby the stakeholder acquired the defaulted claims. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE On December 11, 2014, the Company dismissed Robison, Hill and Co. (“Robison”) as the registered independent registered public accountant and appointed(“MaloneBailey”) as the Company’s registered independent public accounting firm as of December 11, 2014. The decisions to appoint MaloneBailey and dismiss Robison were approved by the Board of Directors of the Companyresigned on December 11, 2014.Other than the disclosure of uncertainty regarding the ability for us to continue as a going concern which was included in our accountant’s report on the financial statements for the year ended October 31, 2013, Robison’s reports on the financial statements of the Company for the year ended October 31, 2013 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. For the most recent fiscal year and any subsequent interim period through Robison's termination on December 11, 2014, Robison disclosed the uncertainty regarding the ability of the Company to continue as a going concern in its accountant’s report on the financial statements.In connection with the audit and review of the financial statements of the Company through December 11, 2014, there were no disagreements on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with Robison’s opinion to the subject matter of the disagreement.In connection with the audited financial statements of the Company for the year ended October 31, 2013 and interim unaudited financial statements through December 11, 2014, there have been no reportable events with the Company as set forth in Item 304(a)(1)(v) of Regulation S-K.Prior to December 11, 2014, the Company did not consult with MaloneBailey regarding (1) the application of accounting principles to specified transactions, (2) the type of audit opinion that might be rendered on the Company’s financial statements, (3) written or oral advice was provided that would be an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issues, or (4) any matter that was the subject of a disagreement between the Company and its predecessor auditor as described in Item 304(a)(1)(iv) or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.The Company provided a copy of the foregoing disclosures to Robison prior to the date of the filing of this report and requested that Robison furnish it with a letter addressed to the Securities & Exchange Commission stating whether or not it agrees with the statements in this Report. A copy of the letter furnished in response to that request was filed as Exhibit 16.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 11, 2014, incorporated herein by reference.ITEM 9A. CONTROLS AND PROCEDURES 2014.Management’s2016.company’scompany's ability to initiate, authorize, record, process, or report external financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the company’scompany's annual or interim financial statements that is more than inconsequential will not be prevented or detected. An internal control material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.2014.2016. In making this assessment, management used the criteria set forth in the Internal Control - Integrated Framework by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”("COSO").We. We evaluated control deficiencies identified through our test of the design and operating effectiveness of controls over financial reporting to determine whether the deficiencies, individually or in combination, are significant deficiencies or material weaknesses. In performing the assessment, our management has identified material weaknesses in internal control over financial reporting existing as of October 31, 2014.2016. Our evaluation of the significance of each deficiency included both quantitative and qualitative factors. Based on that evaluation, our management concluded that as of October 31, 2014,2016, and as of the date that the evaluation of the effectiveness of our internal controls and procedures was completed, our internal controls are not effective, for the reason discussed below: 1. We do not yet have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act and may be applicable to us in future years. 2. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our extremely small size and the fact that we only had one management employee, whom is also an executive officer and director, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. 3. We do not currently have full-time accounting personnel, which means we lack the requisite expertise in the key functional areas of finance and accounting. We rely upon a third party accountant firm to assist us in our accounting and reporting. 4. We do not have a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures. 5. We had not established adequate financial reporting monitoring activities to mitigate the risk of management override, specifically because there are no employees and only one officer and director with management functions and therefore there is lack of segregation of duties. 6. There is a strong reliance on the external auditors and contract accountantaccountants to review and adjust the annual and quarterly financial statements, to monitor new accounting principles, and to ensure compliance with GAAP and SEC disclosure requirements. 7. There is a strong reliance on the external attorneys to review and edit the annual and quarterly filings and to ensure compliance with SEC disclosure requirements. 2014,2016, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Company’sCompany's registered public accounting firm regarding internal control over financial reporting. Management’sManagement's report was not subject to attestation by the Company’sCompany's registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’smanagement's report in this annual report.Company’sCompany's Internal Control over Financial Reporting 1. Our Board of Directors will nominate an audit committee or a financial expert on our Board of Directors. 2. We will appoint additional personnel to assist with the preparation of the Company’sCompany's monthly financial reporting, including preparation of the monthly bank reconciliations.ITEM 9B. OTHER INFORMATION. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Name and Address Age Position Tenure 5153President, CEO, CFO, Director September 17, 2013 to present 7375Vice President of Exploration and Director January 25, 2013 to present Company’sCompany's Board of Directors to serve until the next annual meeting of Directors or until their successors are duly elected and qualified. Each of our directors is elected by the Company’sCompany's Board of Directors and shall hold office until the next annual meeting of stockholders and until his/her successor shall have been duly elected and qualified.(“Key”("Key"), and has acted as president of Key for the past 23 years. In addition to his position at Key, Mr. Janssen was a director of Mineralite Corporation, a Company traded on the OTCBB market under the symbol “RITE”"RITE" for the past two years prior to joining 3DX Industries, Inc. Mr. Janssen resigned from his position with Mineralrite on November 14, 2013. Mr. Janssen has more than thirty years of experience in the manufacturing industry. He has secured lucrative contracts within a range of industries: marine, military, automotive, alternative energy, medical, and aerospace. Clients include, but are not limited to, Boeing, Raytheon, BE Aerospace, British Petroleum and Intermec.Janssen’sJanssen's dedication to new technological developments, Key Manufacturing has been able to provide the Puget Sound with high quality manufacturing and machine services since 1989. Over the years, Mr. Janssen has proven his ability to reinvent himself by staying profitable even through economic lows within the industry, such as after 9/11. One example of this is Mr. Janssen’sJanssen's keen ability to recognize new business opportunities, as he did in 2004, when he added a ZCorp310- 3 D printer, which instigated his current experience with additive manufacturing. During his twenty-four year tenor at Key manufacturing, Mr. Janssen has gained immeasurable experience in management, operations, human resources, equipment procurement, strategic planning, sales and business development, contract negotiation, and financial reporting.Centre’sCentre's curriculum, as well as approving qualified faculty and budget allocations. Mr. Janssen has since acted as a consultant and member of the board to a variety of private and public companies within the industry.28(1) A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing; (2) Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities: (i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) Engaging in any type of business practice; or (iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws; (4) Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity; (5) Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; (6) Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; (7) Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) Any Federal or State securities or commodities law or regulation; or (ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or (8) Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. 29The Company intends to establish an audit committee of the board of directors, which will consist of independent directors. The audit committee’s duties will be to recommend to the Company’s board of directors the engagement of an independent registered public accounting firm to audit the Company’s financial statements and to review the Company’s accounting and auditing principles. The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls. The audit committee will at all times be composed exclusively of directors who are, in the opinion of the Company’s board of directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.ITEM 11. EXECUTIVE COMPENSATION 20142015 and October 31, 2013.Name and Principal Position Title Year Salary ($) Bonus ($) (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Roger Janssen(1) (2) President, CEO, CFO and Director 2013 $ -0- $ -0- $ -0- -0- -0- -0- -0- $ -0- 2014 $ -162,421- $ -0- $ 4,800,000 -0- -0- -0- -0- $ 4,962,421 Ron Ruskowsky(3) Former President, CEO, CFO and Director 2013 $ -0- $ -0- $ -0- -0- -0- 148,077(4) 180,000 $ 328,077 2014 $ -0- $ -0- $ -0- -0- -0- -0- -0- $ -0- Name and Principal Position Title Year Salary ($) Bonus ($) (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) President, CEO, CFO and Director 2016 $ 180,000 $ -0- $ -0- -0- -0- -0- -0- $ 180,000 2015 $ 180,000 $ -0- $ -0- -0- -0- -0- -0- $ 180,000 (2) “Employment Agreement”"Employment Agreement") with Roger Janssen, an individual (“("Mr. Janssen”Janssen"), which the parties mutually agreed would be effective as of November 23, 2013 (the “Employment"Employment Agreement Effective Date”Date"). Mr. Janssen employment agreement is for a term of three (3) years which shall be automatically renewed in one (1) year increments unless terminated within the sole discretion of the Company’sCompany's Board of Directors. As consideration for services rendered pursuant to the Employment Agreement, Mr. Janssen received: (i) a total of Thirty Million (30,000,000) restricted shares of common stock of the Company, valued at $0.001 per share, as a signing bonus; and receives (ii) a base salary equal to One Hundred and Eighty Thousand USD ($180,000) per year, payable on a monthly basis. During the fiscal year ended October 31, 20142015 Mr. Janssen charged $180,000 in management fees of which he was paid $13,286only $27,864, the balance of a totalwhich is included in other payables, related parties. During fiscal 2016 Mr. Janssen charged $180,000 in management fees of $162,241 charged underwhich he was paid only $33,740. Accrued compensation due Mr. Janssen as of October 31, 2016 amounted to $448,130 (October 31, 2015 - $301,870), which is included in the termsbalance of his Employment Agreement. A total of $149,135 was accrued for services rendered.other payables – related parties as reflected in the accompanying balance sheet.(3)Mr. Ruskowsky served as an Officer and Director of the Company from January 4, 2010 to September 17, 2013 when he resigned from all positions with the Company. Mr. Ruskowsky provided consulting services to the Company through Santeo Financial Corp, his wholly owned corporation.(4)Fair value of option granted to Santeo Financial Corp to convert $175,000 of accrued compensation into shares of the Company’s common stock.In January 2010, an agreement went into effect whereby the Company paid Santeo Financial Corp (“Santeo”), a company affiliated with former CEO Ron Ruskowsky, for consulting services of $8,000 a month on a month-to-month basis. On July 1, 2011, the consulting agreement was amended to increase the monthly payment to $15,000. On January 15, 2013, the Company granted Santeo the option to convert up to $43,750 in accrued compensation due it into shares of the Company’s common stock at a conversion price of $0.001 per share, and to convert $131,250 of accrued compensation due it into shares of the Company’s common stock at a conversion price of $0.01 per share. At October 31, 2014, the amount of accrued compensation due to Santeo was $320,022, including the $174,000 covered by the above indicated option.person’sperson's responsibilities following a change in control of the Company.20142016 and 2013.Company’sCompany's Board of Directors. There are no employment contracts, compensatory plans or arrangements, including payments to be received from the Company with respect to any Director that would result in payments to such person because of his or her resignation with the Company, or its subsidiaries, any change in control of the Company. There are no agreements or understandings for any Director to resign at the request of another person. None of our Directors or executive officers acts or will act on behalf of or at the direction of any other person.ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS February 13, 2015,October 31 2016, the number of shares of common stock that are beneficially owned by (i) each person or entity known to the Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of the Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by principal shareholders and management is based upon information furnished by each person using “beneficial ownership”"beneficial ownership" concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.February 13, 2015,October 31, 2016, there are 37,462,00037,461,409 shares of common stock issued and outstanding, and no warrant or options outstanding.Percentage of Beneficial Ownership (2) 30,002,000 80.09% 600 0.001% All executive officers and directors as a group (2 people) 30,002,600 80.09% Beneficial Shareholders greater than 5% 3,742,453(5) 9.99% Percentage of Beneficial Ownership (2) 30,002,000 80.09% 600 0.001% All executive officers and directors as a group (2 people) 30,002,600 80.09% Beneficial Shareholders greater than 5% 3,746,140(5) 9.99% 37,462,00037,461,409 shares of common stock outstanding, and no warrants or options outstanding as of February 13, 2015.Company’sCompany's common stock at a conversion price of $0.001 per share, and to convert $131,250 of accrued compensation due it into shares of the Company’sCompany's common stock at a conversion price of $0.01 per share. Effective December 18, 2013, the Company and Santeo agreed to institute an ownership limitation, under which no issuance of common stock shares of the Corporation to Santeo shall result in the issuance of more than that number of common stock shares, if any, such that, upon issuance, the aggregate beneficial ownership of the Corporation’sCorporation's Common Stock (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of Santeo and all persons affiliated with Santeo (“("Beneficial Ownership”Ownership") is more than 9.99% of the Corporation’sCorporation's Common Stock then outstanding. Thus, based on 37,462,00037,461,409 shares issued and outstanding as of the date of this report,October 31, 2016, Santeo has the option to convert a portion of the debt owed by the Company to Santeo equivalent to a maximum of 3,742,4533,746,140 shares of common stock.Company’sCompany's securities which may result in a change in control of the Company.ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE “Independent Officer”"Independent Officer" means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company's Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.Company’sCompany's restricted common stock as a signing bonus. The shares were valued at $4,800,000 based upon the trading price of the shares on the date of grant. Officer’sOfficer's compensation for the year ended October 31, 2014 amounted to $4,969,000$4,887,449 including the indicated stock based compensation of $4,800,000. Accrued compensation due Mr. Janssen as of October 31, 20142016 amounted to $155,714,$448,130 (October 31, 2015 - $301,870), which is included in the balance of other payables – related parties as reflected in the accompanying balance sheet. The $155,714$448,130 is net of $13,286$33,740 that was actually paid to Mr. Janssen during the yeartwelve month period ended October 31, 2014.On2016.Company’sCompany's common stock at a conversion price of $0.50 per share. The balance due Mr. Janssen at October 31, 20142016 totaled $507,122$524,095 (October 31, 2015 - $515,528) of which the accrued interest of $7,022$24,095 was classified as a short-term liability and the $500,000 was classified as a long-term liability. TheDuring the fiscal year ended October 31, 2016, the accrued interest of $7,022$8,568 ($8,406 – October 31, 2015) was charged to operations. The Company has not paid any accrued interest.During the year ended October31, 2014, Mr. Janssen advanced the Company a total of $44,742, which was fully repaid during the year.Company’sCompany's outstanding shares of its Common Stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past fiscal year, or in any proposed transaction, which has materially affected or will affect the Company.····ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES isup to their resignation on June 1, 2017, was MaloneBailey, LLP. PriorMaloneBailey completed our interim review reports up to December 11, 2014,the Form 10-Q for the nine months ended July 31, 2015, but did not issue an audit report for the fiscal year ended October 31, 2015. They did not complete a review of our annual financial staetments for the fiscal year ended October 31, 2015.Audit fees $ nil $25,500 Audit-related fees $ nil $ nil Tax fees $ nil $ nil All other fees $ nil $ nil Total $ nil $25,500 accountant was Robison, Hill & Co. Pre-approved fees billed toaccountants for professional services rendered in connection with the Company are set forth below: Audit fees $ 52,430 $32,858 Audit-related fees $ nil $ nil Tax fees $ nil $ nil All other fees $ nil $ nil Total $ $32,858 Audit Fees$52,430$25,500 in fees to our principal independent accountants and former independent accounts for professional services rendered in connection with the audit and review of our financial statements for fiscal year ended October 31, 2014.During the fiscal year ended October 31, 2013, we incurred approximately $32,858 in fees to our principal independent accountants for professional services rendered in connection with the audit and review of our financial statements for fiscal year ended October 31, 2013.20142016 and 20132015 for assurance and related services by our principal independent accountants, that are reasonably related to the performance of the audit or review of our financial statements (and are not reported under Item 9(e)(1) of Schedule 14A) was $nil and $nil respectively.20142016 and 20132015 for professional services rendered by our principal accountant tax compliance, tax advice and tax planning were$nil $nil and$nil, $nil, respectively.20142016 and 20132015 for products and services provided by our principal independent accountants (other than the services reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A) was $nil and $ nil, respectively.34ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE Number Description Filing 3.01Articles of IncorporationFiled with the SEC on January 6, 2009 as part of our Registration Statement on Form S-1.3.02BylawsFiled with the SEC on January 6, 2009 as part of our Registration Statement on Form S-1.3.03Amended Articles of IncorporationFiled with the SEC on March 22, 2010 as part of our Quarterly Report on Form 10-Q.4.04Amended Articles of Incorporation, effective November 18, 2013File with the SEC on December 31, 2013 as part of our Current Report on Form 8-K.10.01Assignment of Exploration Agreement between the Company and Carlin Gold Resources, Inc., dated February 22, 2010Filed with the SEC on March 4, 2010 as part of our Current Report on Form 8-K.10.02Exploration Agreement by and between Carlin Gold Resources, Inc. and Trio Gold Corp dated January 28, 2010Filed with the SEC on March 4, 2010 as part of our Current Report on Form 8-K.10.03Agreement between the Company and St. Elias Mines Ltd. dated April 16, 2010Filed with the SEC on June 21, 2010 as part of our Quarterly Report on Form 10-Q.10.04Revision to Exploration Agreement by and between Carlin Gold Resources, Inc. and Trio Gold Corp dated February 24, 2010Filed with the SEC on February 15, 2011 as part of our Annual Report on Form 10-K.10.05Purchase and Sale Agreement between the Company and Warrior Ventures, Inc. dated March 24, 2011Filed with the SEC on June 8, 2011 as part of our Current Report on Form 8-K.10.06Executive Employment Agreement, dated December 18, 2013 by and between 3DX Industries, Inc. and Roger JanssenFile with the SEC on December 31, 2013 as part of our Current Report on Form 8-K.10.07Equipment Purchase Agreement, dated December 18, 2013 by and between 3DX Industries, Inc. and Roger JanssenFile with the SEC on December 31, 2013 as part of our Current Report on Form 8-K.10.08Acquisition and Option Agreement, dated October 8, 2013 by and between the Company and Trio Gold Corp.Filed with the SEC on October 23, 2013 as part of our Current Report on Form 8-K.10.09Agreement between the Company and Dragon Resource Holdings Inc. dated November 9, 2012Filed with the SEC on November 19, 2012 as part of our Current Report on Form 8-K.16.01Letter from Robison, Hill and Co. dated December 11, 2014Filed with the SEC on December 11, 2014 as part of our Current Report on Form 8-K.31.0131.1Certification of Principal Executive Officer Pursuant to Rule 13a-14 Filed herewith. 31.0231.2Certification of Principal Financial Officer Pursuant to Rule 13a-14 32.0132.1CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act Filed herewith. 32.0232.2CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act Filed herewith. 101.INS*XBRL Instance DocumentFiled herewith.101.SCH*XBRL Taxonomy Extension Schema DocumentFiled herewith.101.CAL*XBRL Taxonomy Extension Calculation Linkbase DocumentFiled herewith.101.LAB*XBRL Taxonomy Extension Labels Linkbase DocumentFiled herewith.101.PRE*XBRL Taxonomy Extension Presentation Linkbase DocumentFiled herewith.101.DEF*XBRL Taxonomy Extension Definition Linkbase DocumentFiled herewith. 3DX Industries, Inc. By: /s/ Roger Janssen Name: Roger Janssen Title: Chief Executive Officer Chief Financial Officer President, CEO and a director Date: February 13, 2015January 17, 2018 By: /s/ Roger Janssen Name: Roger Janssen Title: Director Date: February 13, 2015January 17, 2018 By: /s/ Earl W. Abbott Name: Earl W. Abbott Title: Director 1. No annual report to security holders covering the company’scompany's last fiscal year has been sent as of the date of this report.2. No proxy statement, form of proxy, or other proxy soliciting material relating to the company’scompany's last fiscal year has been sent to any of the company’scompany's security holders with respect to any annual or other meeting of security holders.3. If such report or proxy material is furnished to security holders subsequent to the filing of this Annual Report on Form 10-K, the company will furnish copies of such material to the Commission at the time it is sent to security holders. 36