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Share Name | Share Symbol | Market | Type |
---|---|---|---|
3DX Industries Inc (PK) | USOTC:DDDX | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00016 | 1.12% | 0.0144 | 0.0127 | 0.0144 | 0.0145 | 0.0143 | 0.0143 | 28,490 | 21:03:47 |
Nevada
|
|
46-4485465
|
(State of incorporation)
|
|
(I.R.S. Employer Identification No.)
|
6920 Salashan Parkway, Suite D-101
Ferndale, WA 98248
|
|
|
Page
|
PART I. FINANCIAL INFORMATION
|
|
|
|
|
|
ITEM 1.
|
FINANCIAL STATEMENTS
|
3
|
ITEM 2.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
17
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
20
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
20
|
|
|
|
PART II. OTHER INFORMATION
|
|
|
|
|
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
21
|
ITEM 1A.
|
RISK FACTORS
|
21
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
21
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
21
|
ITEM 4.
|
[MINE SAFETY DISCLOSURES]
|
21
|
ITEM 5.
|
OTHER INFORMATION
|
21
|
ITEM 6.
|
EXHIBITS
|
22
|
|
|
Page
|
||
Financial Statements:
|
||
4
|
||
Balance Sheets as of January 31, 2016 October 31, 2015 (Unaudited)
|
||
Statements of Operations
for the three months ended January 31, 2016 and 2015 (Unaudited)
|
5
|
|
Statements of Cash Flows
for the three months ended January 31, 2016 and 2015 (Unaudited)
|
6
|
|
Notes to Financial Statements (Unaudited)
|
7 to 16
|
3DX INDUSTRIES, INC.
Balance Sheets
(Unaudited)
|
||||||||
January 31,
|
October 31,
|
|||||||
|
2016
|
2015
|
||||||
Assets
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$
|
16,056
|
$
|
19,951
|
||||
Accounts receivable
|
14,547
|
25,110
|
||||||
Total current assets
|
30,603
|
45,061
|
||||||
|
||||||||
Property and equipment
|
||||||||
Manufacturing equipment
|
1,392,981
|
1,392,981
|
||||||
Furniture and fixtures
|
638
|
638
|
||||||
Computer equipment
|
1,005
|
1,005
|
||||||
Less accumulated depreciation
|
(310,035
|
)
|
(260,179
|
)
|
||||
Total property and equipment
|
1,084,589
|
1,134,445
|
||||||
|
||||||||
Other assets
|
||||||||
Website development (net of accumulated amortization of $3,107 and $2,889)
|
1,012
|
1,231
|
||||||
Security deposit
|
4,275
|
4,275
|
||||||
Total other assets
|
5,287
|
5,506
|
||||||
|
||||||||
Total assets
|
$
|
1,120,479
|
$
|
1,185,012
|
||||
Liabilities and stockholders' deficit
|
||||||||
Current liabilities
|
||||||||
Accounts payable and accrued expenses
|
$
|
848,474
|
$
|
732,186
|
||||
Payables to related parties
|
341,950
|
301,870
|
||||||
Equipment purchase payable - current portion
|
653,317
|
645,006
|
||||||
Accrued compensation - convertible
|
174,000
|
174,000
|
||||||
Current portion of notes payable - unrelated party
|
579,945
|
571,095
|
||||||
Current portion of convertible notes payable - unrelated party
|
328,637
|
322,966
|
||||||
Total current liabilities
|
2,926,323
|
2,747,123
|
||||||
|
||||||||
Long-term liabilities
|
||||||||
Convertible notes payable - related party
|
500,000
|
500,000
|
||||||
Total long-term liabilities
|
500,000
|
500,000
|
||||||
|
||||||||
Total liabilities
|
3,426,323
|
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 January 31, 2016 and at October 31, 2015
|
37,461
|
37,461
|
||||||
Additional paid-in capital
|
14,931,530
|
14,931,530
|
||||||
Accumulated deficit
|
(17,274,835
|
)
|
(17,031,102
|
)
|
||||
|
||||||||
Total stockholders' deficit
|
(2,305,844
|
)
|
(2,062,111
|
)
|
||||
|
||||||||
Total liabilities and stockholders' deficit
|
$
|
1,120,479
|
$
|
1,185,012
|
|
For the Three Months Ended
|
|||||||
|
January 31,
|
|||||||
|
2016
|
2015
|
||||||
|
||||||||
Revenue
|
$
|
88,062
|
$
|
109,503
|
||||
Cost of goods sold
|
9,397
|
23,883
|
||||||
Gross profit
|
78,665
|
85,620
|
||||||
|
||||||||
Operating expenses
|
||||||||
50,074
|
90,667
|
|||||||
27,866
|
68,347
|
|||||||
217,295
|
192,372
|
|||||||
Total operating expenses
|
295,235
|
351,386
|
||||||
|
||||||||
Other income (expense)
|
||||||||
(27,163
|
)
|
(15,665
|
)
|
|||||
Total other (expense)
|
(27,163
|
)
|
(15,665
|
)
|
||||
|
||||||||
Net loss
|
$
|
(243,733
|
)
|
$
|
(281,431
|
)
|
||
|
||||||||
Net loss per common share -
|
||||||||
basic and diluted
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
||
|
||||||||
Weighted average number of common
|
||||||||
shares outstanding
|
37,461,409
|
37,461,409
|
|
For the Three Months Ended
|
|||||||
|
January 31,
|
|||||||
|
2016
|
2015
|
||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$
|
(243,733
|
)
|
$
|
(281,431
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
50,074
|
90,667
|
|||||||
Changes in operating assets and liabilities
|
||||||||
10,563
|
(34,278
|
)
|
||||||
-
|
1,614
|
|||||||
114,157
|
66,390
|
|||||||
40,080
|
31,103
|
|||||||
24,964
|
8,135
|
|||||||
Net cash used in operating activities
|
(3,895
|
)
|
(117,800
|
)
|
||||
Cash flows from investing activities:
|
||||||||
-
|
||||||||
Website development
|
-
|
-
|
||||||
Net cash used in investing activities
|
-
|
-
|
||||||
Cash flows from financing activities:
|
||||||||
Proceeds from third party borrowing
|
-
|
168,000
|
||||||
Repayments on third party borrowing
|
-
|
(34,908
|
)
|
|||||
Proceeds from related party borrowing
|
-
|
-
|
||||||
Net cash provided by financing activities
|
-
|
133,092
|
||||||
|
||||||||
Increase (decrease) in cash
|
(3,895
|
)
|
15,292
|
|||||
Cash - beginning of period
|
19,951
|
2,074
|
||||||
Cash - end of period
|
$
|
16,056
|
$
|
17,366
|
||||
Supplemental disclosures of cash flow information:
|
||||||||
Interest paid
|
$
|
2,500
|
$
|
5,552
|
||||
Income taxes paid
|
$
|
-
|
$
|
-
|
||||
|
|
(1)
|
Third party convertible promissory note
|
|
(2)
|
The ExOne Company
|
|
(3)
|
Lender 1
|
|
a.
|
5% various notes payable
|
Balance, October 31, 2014
|
$
|
223,478
|
||
Additional: Principal
|
46,500
|
|||
Repayment: Principal
|
(5,000
|
)
|
||
Accrued interest:
|
13,375
|
|||
278,353
|
||||
Accrued interest:
|
3,335
|
|||
Balance, January 31, 2016
|
$
|
281,687
|
|
b.
|
5% promissory note
|
|
(4)
|
Lender 2
|
Balance, October 31, 2014
|
$
|
67,855
|
||
Additional: Principal
|
—
|
|||
3,250
|
||||
71,105
|
||||
Accrued interest
|
819
|
|||
Balance, January 31, 2016
|
$
|
71,924
|
|
(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
|
630
|
2,520
|
||||||
Balance, January 31, 2016
|
$
|
27,089
|
$
|
108,356
|
|
(6)
|
Equipment Finance Agreement
|
(a)
|
On February 29, 2016, the Company extended a lease agreement originally entered into in January 2014 for a term of five years expiring February 28, 2021. Minimum annual lease payments under the extended lease are as follows:
|
(b)
|
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:
|
(c)
|
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.
|
(d)
|
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 8 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.
|
(e)
|
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.
|
(f)
|
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.
|
(g)
|
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.
|
|
January 31, 2016
|
October 31, 2015
|
Difference
|
|||||||||
$
|
30,603
|
$
|
45,061
|
$
|
(14,458
|
)
|
||||||
Current Liabilities
|
$
|
2,926,323
|
2,747,123
|
$
|
179,200
|
|||||||
Working Capital
|
$
|
(2,895,720
|
)
|
$
|
(2,702,062
|
)
|
$
|
(193,658
|
)
|
|
Three Months Ended
January 31, 2016
|
Three Months Ended
January 31, 2015
|
||||||
Net Cash (Used) in Operating Activities
|
$
|
(3,895
|
)
|
$
|
(117,800
|
)
|
||
Net Cash (Used) in Investing Activities
|
-
|
-
|
||||||
Net Cash Provided by Financing Activities
|
-
|
133,092
|
||||||
Net Increase (Decrease) in Cash During the Period
|
$
|
(3,895
|
)
|
$
|
15,292
|
|
1.
|
Quarterly Issuances:
|
|
2.
|
Subsequent Issuances:
|
Number
|
Description
|
|
Filing
|
|
|
|
|
31.01
|
Certification of Principal Executive Officer Pursuant to Rule 13a-14
|
|
Filed herewith.
|
31.02
|
Certification of Principal Financial Officer Pursuant to Rule 13a-14
|
|
Filed herewith.
|
32.01
|
CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
|
|
Filed herewith.
|
32.02
|
CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
|
|
Filed herewith.
|
|
3DX INDUSTRIES, INC.
|
||
|
|
||
By:
|
/s/ Roger Janssen
|
|
|
|
Name:
|
Roger Janssen
|
|
|
Title:
|
Principal Executive Officer
Principal Accounting Officer
President, and CEO
|
Date: January 17, 2018
|
By:
|
/s/ Roger Janssen
|
|
|
Name:
|
Roger Janssen
|
|
|
Title:
|
Director
|
Date: January 17, 2018
|
By:
|
/s/ Earl W. Abbott
|
|
|
Name:
|
Earl W. Abbot
|
|
|
Title:
|
Director
|
1 Year 3DX Industries (PK) Chart |
1 Month 3DX Industries (PK) Chart |
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