UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended JulyJanuary 31, 2015

2017

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

For the transition period from ______ to _______

Commission File Number 333-156594

3DX INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Nevada 46-4485465
(State of incorporation) (I.R.S. Employer Identification No.)

6920 Salashan Parkway, Suite D-101

Ferndale, WA 98248

(Address of principal executive offices)

(360) 244-4339

360-366-8858
(Registrant’sRegistrant's telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☑ Yes

☐ Yes ☑ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).☐Yes☑No (Not required)

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

Large Accelerated Filer ☐Accelerated Filer ☐                                          Accelerated Filer☐

Non-Accelerated Filer☐Smaller Reporting Company☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes☑ No

As of September 18, 2015,January 31, 2017 there were 37,461,409 43,461,409 shares of the registrant’sregistrant's $0.001 par value common stock issued and outstanding.

 

3DX INDUSTRIES, INC.

TABLE OF CONTENTS

  Page
PART I. FINANCIAL INFORMATION 
   
ITEM 1.FINANCIAL STATEMENTS3
ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS13 17
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK16 20
ITEM 4.CONTROLS AND PROCEDURES16 20
   
PART II. OTHER INFORMATION 
   
ITEM 1.LEGAL PROCEEDINGS17 21
ITEM 1A.RISK FACTORS17 21
ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS17 21
ITEM 3.DEFAULTS UPON SENIOR SECURITIES17 21
ITEM 4.[MINE SAFETY DISCLOSURES]17 21
ITEM 5.OTHER INFORMATION17 21
ITEM 6.EXHIBITS18 22

Special Note Regarding Forward-Looking Statements

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“("Securities Act”Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (“("Exchange Act”Act"). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of 3DX Industries, Inc. (the “Company”"Company"), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,”"may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend," or “project”"project" or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "DDDX" refers to 3DX Industries, Inc.


2
PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS



3DX Industries Inc.
Financial Statements
For Three Months Ended January 31, 2017 and 2016
(Unaudited)


Contents


INDEXF-1Page
Financial Statements: 
Unaudited 4
Balance Sheets as of JulyJanuary 31, 20152017, and October 31, 20142016 (Unaudited)F-2 
Unaudited Statements of Operations for the Three and Nine Months Ended July 31, 2015 and 2014F-3 
Unaudited
Statements of Operations
                 for the three months ended January 31, 2017 and 2016 (Unaudited)
5
Statements of Cash Flows
                for the Nine Months Ended Julythree months ended January 31, 20152017 and 2014.2016 (Unaudited)
F-46
 
Notes to Financial Statements UnauditedF-5(Unaudited) 

37 to 16


3DX INDUSTRIES, INC.

Balance Sheets

(Unaudited)

  July 31, October 31,
  2015 2014
Assets        
Current assets        
Cash and cash equivalents $7,314  $2,074 
Accounts receivable  63,305   —   
         
Prepaid expenses  —     1,614 
Total current assets  70,619   3,688 
         
Property and equipment        
Manufacturing equipment  1,392,981   1,254,571 
Furniture and fixtures  638   638 
Computer equipment  1,005   1,005 
Less accumulated depreciation  (210,323)  (75,585)
Total property and equipment  1,184,301   1,180,629 
         
Other assets        
Website development (net of accumulated amortization of $2,681 and $1,691)  1,439   2,429 
Security deposit  4,975   4,275 
Total other assets  6,414   6,704 
         
Total assets $1,261,334  $1,191,021 
Liabilities and stockholders' deficit        
Current liabilities        
Accounts payable and accrued expenses $663,980  $331,595 
Payables to related parties  258,195   149,135 
Equipment purchase payable - current portion  634,990   196,378 
Accrued compensation - convertible  174,000   174,000 
Current portion of notes payable - unrelated party  417,674   236,495 
Current portion of convertible notes payable - unrelated party  188,980   —   
Total current liabilities  2,337,819   1,087,603 
         
Long-term liabilities        
Equipment purchase payable  —     479,362 
Convertible notes payable - related party  500,000   500,000 
Convertible notes payable - unrelated party  128,314   157,541 
Note payable - unrelated parties  145,171   52,897 
Total long-term liabilities  773,485   1,189,800 
         
Total liabilities  3,111,304   2,277,403 
         
Stockholders' equity        
Preferred stock, $.001 par value, 10,000,000 shares authorized, none outstanding  —     —   
Common stock, 175,000,000 shares authorized, $0.001 par value, 37,461,409 shares issued at July 31, 2015 and at October 31, 2014  37,461   37,461 
Additional paid-in capital  14,931,530   14,931,530 
Accumulated deficit  (16,818,961)  (16,055,373)
         
Total stockholders' deficit  (1,849,970)  (1,086,382)
         
Total liabilities and stockholders' deficit $1,261,334  $1,191,021 


3
3DX INDUSTRIES, INC.
Balance Sheets
(Unaudited)
 
  January 31,  October 31, 
  2017  2016 
Assets      
Current assets      
Cash and cash equivalents
 $25,928  $16,471 
Accounts receivable  32,677   41,363 
Total current assets  58,605   57,834 
         
Property and equipment        
Manufacturing equipment
  661,776   1,392,981 
Furniture and fixtures  638   638 
Computer equipment  1,005   1,005 
Less accumulated depreciation  (230,904)  (459,603)
Total property and equipment  432,515   935,021 
         
Other assets        
Website development (net of accumulated amortization of $3,544 and $2,889)
  174   358 
Security deposit  4,275   4,275 
Total other assets  4,449   4,633 
         
Total assets $495,569  $997,488 
Liabilities and stockholders' deficit        
Current liabilities        
Accounts payable and accrued expenses
 $1,093,745  $1,053,123 
Payables to related parties  479,555   448,130 
Equipment purchase payable
  -   678,266 
Accrued compensation - convertible  174,000   174,000 
Notes payable - unrelated party  746,113   647,073 
Convertible notes payable - unrelated party  340,097   345,527 
Total current liabilities  2,833,510   3,346,119 
         
Long-term liabilities        
Convertible notes payable - related party
  500,000   500,000 
Total long-term liabilities  500,000   500,000 
         
Total liabilities  3,333,510   3,846,119 
         
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, 43,461,409 and 43,461,409 shares issued at January 31, 2017 and at October 31, 2016, respectively
  43,461   37,461 
Additional paid-in capital  15,081,532   14,931,530 
Accumulated deficit
  (17,962,934)  (17,817,622)
Total stockholders' deficit  (2,837,941)  (2,848,631)
         
Total liabilities and stockholders' deficit $495,569  $997,488��
The accompanying notes are an integral part to these unaudited financial statements.

F-1
4

3DX INDUSTRIES, INC.

Statements of Operations

(Unaudited)

  For the Three Months Ended For the Nine Months Ended
  July 31, July 31,
  2015 2014 2015 2014
         
Revenue $105,806  $—    $274,439   —   
Cost of goods sold  25,433   —     57,523   —   
Gross profit  80,373   —     216,916   —   
                 
Operating expenses                
Depreciation and amortization  45,236   29,768   135,728   30,539 
Professional services  28,825   6,988   165,977   75,325 
General and administrative expenses  253,188   116,211   629,904   9,733,298 
Total operating expenses  327,249   152,967   931,609   9,839,162 
                 
Other income (expense)                
Gain on settlement of indebtedness  —     —     —     (4,829,408)
Interest expense  (26,773)  (11,856)  (48,895)  (33,283)
Total other (expense)  (26,773)  (11,856)  (48,895)  (4,862,691)
                 
Net loss $(273,649)  (164,823) $(763,588) $(14,701,853)
                 
Net loss per common share -                
basic and diluted $(0.01) $(0.00) $(0.02) $(0.45)
                 
Weighted average number of common                
shares outstanding  37,461,409   36,841,844   37,461,409   32,627,416 

  For the Three Months Ended 
  January 31, 
  2017  2016 
       
Revenue
 $100,751  $88,062 
Cost of goods sold  1,698   9,397 
Gross profit  99,053   78,665 
         
Operating expenses        
Depreciation and amortization  30,599   50,074 
Professional services  10,133   27,866 
General and administrative expenses  232,131   217,295 
Total operating expenses  272,863   295,235 
         
Other income (expense)        
Interest expense  (170,450)  (27,163)
Gain on disposal and settlement of equipment
  
198,948
   - 
Total other income (expense)  28,498   (27,163)
         
Net loss $(145,312) $(243,733)
         
Net loss per common share -        
basic and diluted $(0.003) $(0.006)
         
Weighted average number of common        
shares outstanding  39,504,887   37,461,409 
The accompanying notes are an integral part to these unaudited financial statements.

F-2
5

3DX INDUSTRIES, INC.

Statements of Cash Flows

(Unaudited)

  For the Nine Months Ended
  July 31,
  2015 2014
Cash flows from operating activities:        
Net loss $(763,588) $(14,701,853)
Adjustments to reconcile net loss to net cash used in operating activities:        
Depreciation and amortization expense  135,728   30,539 
Loss on settlement of debt  —     4,829,407 
Stock-based compensation  —     9,450,000 
Changes in operating assets and liabilities        
(Increase) decrease in accounts receivable  (63,305)  —   
(Increase) decrease in prepaid expenses  1,614   (3,228)
(Increase) decrease in security deposit  (700)  (4,275)
Increase (decrease) in accounts payable  316,440   37,487 
Increase (decrease) in accounts payable - related party  109,060   —   
Increase in deferred rent  —     10,523 
Increase (decrease) in accrued interest  43,952   33,283 
Increase (decrease) in accrued compensation - related parties  —     108,191 
    Net cash used in operating activities  (220,799)  (209,926)
Cash flows from investing activities:        
Equipment purchases      (93,386)
Website development  —     (2,620)
    Net cash used in investing activities  —     (96,006)
Cash flows from financing activities:        
Proceeds from third party borrowing  286,500   331,000 
Repayments on third party borrowing  (60,461)  (12,510)
Proceeds from related party borrowing  —     24,038 
Repayments on related party borrowing  —     (24,038)
    Net cash provided by financing activities  226,039   318,490 
         
Increase (decrease) in cash  5,240   12,558 
Cash - beginning of period  2,074   2,460 
Cash - end  of period $7,314  $15,018 
Supplemental disclosures of cash flow information:        
Interest paid $7,988  $4,729 
Income taxes paid $—    $—   
         
Non-Cash Investing and Financing Transactions        
Equipment purchased with debt $138,410  $1,175,000 
Common stock issued for debt  —     48,800 
Accrued compensation converted to common stock  —     1,000 

  For the Three Months Ended 
  January 31, 
  2017  2016 
Cash flows from operating activities:      
Net loss $(145,312) $(243,733)
Adjustments to reconcile net loss to net cash used in operating activities:        
Depreciation and amortization expense
  30,599   50,074 
Amortization of debt discount  150,000   - 
(Gain) on disposal and settlement of equipment  (198,948)  - 
Changes in operating assets and liabilities        
(Increase) decrease in accounts receivable
  8,686   10,563 
Increase (decrease) in accounts payable
  28,557   114,157 
Increase (decrease) in accounts payable - related party
  31,425   40,080 
Increase (decrease) in accrued interest
  20,450   24,964 
    Net cash used in operating activities  (74,543)  (3,895)
         
Cash flows from investing activities:        
    Net cash used in investing activities  -   - 
         
Cash flows from financing activities:        
Proceeds from third party borrowing  100,000   - 
Repayments on third party borrowing  (16,000)  - 
    Net cash provided by financing activities  84,000   - 
         
Increase (decrease) in cash  9,457   (3,895)
Cash - beginning of period  16,471   19,951 
Cash - end  of period $25,928  $16,056 
Supplemental disclosures of cash flow information:        
Interest paid $-  $2,500 
Income taxes paid $-  $- 
         
Non-Cash Investing and Financing Activities:        
Disposal of equipment: cost $731,205  $- 
Disposal of equipment: accumulated depreciation  (259,114)  - 
Settlement of equipment purchase payable and accrued interest
  (671,039)  - 
  $(198,948) $- 
The accompanying notes are an integral part to these unaudited financial statements.

F-3
6

3DX INDUSTRIES, INC.

Notes to Unaudited Financial Statements

(Unaudited)

January 31, 2017

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

3DX Industries, Inc. (the “Company”"Company") was incorporated in the state of Nevada on October 23, 2008. The Company’sCompany's principal activity presently is manufacturing and our head office 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.

Financial Statements Presented

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the nine month period ended July 31, 2015, are not necessarily indicative of the results that may be expected for the fiscal year ending October 31, 2015. For further information refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K/A for the fiscal year ended October 31, 2014 as filed with the Securities and Exchange Commission on February 18, 2015.

Going Concern

The Company has incurred net losses since inception, and as of JulyJanuary 31, 20152017 had a combined accumulated deficit of $16,818,961 $17,962,934 and had negative working capital of $2,267,200.$2,774,905. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Property and Equipment
Property and equipment are stated at cost. Major renewals and improvements are charged to the asset accounts while replacements, maintenance and repairs that do not improve or extend the lives of the respective assets are expensed. At the time property and equipment are retired or otherwise disposed of, the asset and related accumulated depreciation accounts are relieved of the applicable amounts. Gains or losses from retirements or sales are credited or charged to income.
In June 2014, the Company commenced testing its equipment and began producing prototypes. Depreciation expense classified to operations for the three month periods ended January 31, 2017 and 2016 amounted $30,599 and $50,074, respectively.
Long-Lived Assets
The Company accounts for its long-lived assets in accordance with Accounting Standards Codification ("ASC") Topic 360-10-05, "Accounting for the Impairment or Disposal of Long-Lived Assets." ASC Topic 360-10-05 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset's carrying value and fair value or disposable value.
7
3DX INDUSTRIES, INC.
Notes to Unaudited Financial Statements
January 31, 2017
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
Pursuant to ASC No. 820, "Fair Value Measurements and Disclosures," the Company is required to estimate the fair value of all financial instruments included on its balance sheet as of January 31, 2017. The Company's financial instruments consist of accounts payables and notes and loans payable. The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of the respective instrument.

Loss Per Share of Common Stock

The 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.

Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of 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.  This calculation is not done for periods in a loss position as this would be antidilutive.  For the three month periods ended January 31, 2017 and 2016, respectively, the Company has recorded a net loss and therefore we have not presented diluted earnings per share.

Convertible Debt Instruments
If the conversion features of conventional debt instruments provides for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature ("BCF"). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 "Debt with Conversion and Other Options." In accordance with ASC No. 260, any anti-dilutive effectsthose 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 required to record BCF of $150,000 on net earnings (loss) per share are excluded. Potential common shares at Julythe convertible debt it issued during the three months ended January 31, 2015 and July 31, 2014 that2017.

Issuances Involving Non-Cash Consideration
All issuances of the Company's stock for non-cash consideration have been excluded fromassigned a dollar amount equaling the computationmarket value of diluted net loss per share include an optionthe shares issued on the date the shares were issued for such services. The non-cash consideration received pertains to convert approximately $4,117 in fees due to Santeo Financial Corporation at July 31, 2015officer's compensation and 2014 into 4,117,060 common shares.  In addition, potential common shares at July 31, 2015 that have been excluded from the computation of diluted net loss per share include an option to convert approximately $3,470 (2014 - Nil) in fees due Santeo Financial Corporation at July 31, 2015 into 3,470,099 common shares.

F-4
consulting services.


8
3DX INDUSTRIES, INC.

Notes to Unaudited Financial Statements

(Unaudited)

January 31, 2017
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


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

Accounts receivable and allowance for doubtful accounts

Accounts receivable are reported at the invoiced amount less an allowance for doubtful accounts. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts based on a combination of specific customer circumstances and credit conditions taking into account the history of write-offs and collections. A receivable is considered past due if payment has not been received within the period agreed upon in the invoice. Accounts receivable are written off after all collection efforts have been exhausted. Recoveries of trade receivables previously written off are recorded when received.

Revenue recognition

The Company recognizes revenue when it is realized or realizable and earned when all of the following 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 Company are included in cost of revenue.

Reclassification

Certain reclassifications have been made to conform the 2014 amounts to 2015 classifications for comparative purposes.

Recent Accounting Pronouncements

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


NOTE 3 - MINING CLAIMS
McNeil Claims, Canada
On March 24, 2011 the Company signed an agreement with Warrior Ventures, Inc. ("Warrior"), a private company, to acquire 100% of the McNeil Gold Property. The McNeil property is located within the Abitibi Greenstone belt, approximately 30 miles southeast of Timmins, Ontario, Canada and approximately 35 miles west of Kirkland Lake, Ontario, Canada.  On October 8, 2013, the Company entered into an agreement with Trio Gold Corp. ("Trio") to assign 100% of its claims in the McNeil property, subject to a 5% net smelter royalty, to Trio once Trio has incurred exploration and administrative costs totaling $5,000,000 (CDN) based upon the following schedule:
On or before December 31, 2015 $ 500,000
On or before December 31, 2017 $2,000,000
On or before December 31, 2019 $2,500,000
Trio failed to perform under the terms of our agreement and the assignment agreement was terminated.
9
3DX INDUSTRIES, INC.
Notes to Unaudited Financial Statements
January 31, 2017

NOTE 3 - MINING CLAIMS (continued)
McNeil Claims, Canada (continued)

During fiscal 2016 the Company was required to make a minimum lease payment on the McNeil Claims.  As a result of failure to meet minimum expenditure requirements on the property, the claims are currently in default.

Rodeo Creek Project, Nevada
On February 22, 2010, the Company entered into an agreement with Carlin Gold Resources, Inc., ("Carlin") in which Carlin assigned the Company all of its rights, title, and interest in an exploration agreement between it and Trio. The assigned exploration agreement was dated January 28, 2010.  Trio leased and had an option to purchase a 100% interest in 29 unpatented lode mining claims located in Nevada within the Carlin Gold Trend (the "Claims"). The Claims are subject to a 1.5% net smelter return ("NSR").
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, however such NSR has not been formally recorded as at the date of this report.

NOTE 34 - RELATED PARTY TRANSACTIONS

On December 18, 2013, the Company purchased various equipment relating to its 3D metal printing operation from Mr. Janssen for $500,000. The $500,000 is evidenced by a promissory note assessed interest at an annual rate of 1.64%. Accrued interest is payable quarterly with the Principal balance and any unpaid accrued interest fully due and payable on December 15, 2018. Mr. Janssen has the right to convert any outstanding principal and accrued interest into restricted shares of the of the Company’sCompany's common stock at a conversion price of $0.50 per share. The balance due Mr. Janssen at JulyJanuary 31, 20152017 totaled $513,292$526,261 (October 31, 20142016 - $507,022)$524,095) of which the accrued interest of $13,292$26,261 was classified as a short-term liability and the $500,000 was classified as a long-term liability. TheDuring the three months ended January 31, 2017, the accrued interest of $13,292$2,166 ($2,131 – January 31, 2016) was charged to operations. The Company has not paid any accrued interest.


NOTE 45 - EQUIPMENT

(1)
Equipment Purchased from Mr. Janssen

By way of agreement concurrent with Mr. Janssen’sJanssen's appointment to the Board of Directors and entry into an Employment Agreement (see Note 6 – 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.

(2)
Equipment Purchased from the ExOne Company

On December 23, 2013, the Company purchased equipment from an unrelated third party for $750,000 of which $75,000 was 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 was $731,025.

$731,205.
10
3DX INDUSTRIES, INC.
Notes to Unaudited Financial Statements
January 31, 2017

  NOTE 5 – EQUIPMENT (continued)

F-5(2)
Equipment Purchased from the ExOne Company (continued)

3DX INDUSTRIES, INC.

Notes to Financial Statements

(Unaudited)

NOTE 4 – EQUIPMENT (continued)

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

During the nine monthsfiscal year ended JulyOctober 31, 2015, the Company paid $60,461, of which $52,473$52,472 was applied to the principal and $7,988$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 the third 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 July 31, 2015November 23, 2016 in the total remaining amount of $634,990$681,039 (October 31, 20142016 - $675,740)$678,265).


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 effective January 11, 2017, 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:

a) Months 1-3: $5,000.00 per month
b) Months 4-6: $7,500.00 per month
c) Months 7-24: $10,000.00 per month

With each payment being due on the first date of the respective month and subject to a 5% late fee when unpaid within 10 (ten) days of the due date.  Further under the terms of the agreement ExOne has provided a conditional release of all amounts due under the original agreement and amendments thereto.

The Company treated this transaction as disposal of equipment and recorded gain on disposal of $198,948 as follows:

Disposal equipment at cost $731,205 
Accumulated depreciation  (259,114)
Loss on carry value on disposal equipment  (472,091)
     
Settlement of equipment purchase payable and accrued interest  681,039 
Lumpsum payment  (10,000)
Gain of debt settlement  671,039 
     
Net on disposal $198,948 

(3)Additional Equipment Purchased

During the year ended October 31, 2014 in connection with the aforementioned equipment purchase, the Company capitalized an additional $23,366 in respect of installation costs.

In addition, the Company purchased additional equipment with a total value of $138,410 during the three months ended July 31, 2015 which has been capitalized on the Company’sCompany's balance sheets. Of this amount a total of $122,465 is subject to an equipment finance agreement as more fully descried in Note 5(6)6(6) below.

11
3DX INDUSTRIES, INC.
Notes to Unaudited Financial Statements
January 31, 2017

  NOTE 5 – EQUIPMENT (continued)
Capitalized manufacturing equipment (gross) at JulyJanuary 31, 20152017 totaled $661,776 and October 31, 20142016 totaled $1,392,981.

NOTE 56 - NOTES PAYABLE – UNRELATED PARTY

 (1)Santeo Financial Corp (“Santeo”)Third party convertible promissory notes

Santeo Financial Corp

An unrelated third party advanced $25,000 to the Company on February 14, 2015. The $25,000 is evidenced by an unsecured promissory note bearing interest at a rate of 10%. The interest shall be accrued beginning on August 1, 2015. Outstanding principal and accrued interest is fully due and payable on December 31, 2016. The holder has the right to convert any or all of the outstanding principal and accrued interest into shares of the 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. During the three months ended January 31, 2017, the Company paid $5,000 in cash. The outstanding balance at JulyJanuary 31, 20152017 amounted to $25,000$23,666 (October 31, 20142016 - $nil)$28,137). As per the terms of the agreement, nothe Company accrued interest of $529 during the three months ended January 31, 2017 which was charged to operation.

An unrelated third party advanced $17,500 to the Company on September 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, 2017. Outstanding principal and accrued interest is fully due and payable on December 31, 2017. The outstanding balance at January 31, 2017 and October 31, 2016 amounted to $17,500. As per the terms of the agreement, the Company accrued interest of $115 during the nine month periodthree months ended JulyJanuary 31, 2015.

2017 which was charged to operation.

 (2)
The ExOne Company

As further detailed above in Note 55(2) – Equipment, on October 23, 2014 the Company entered into a Secured Promissory Note, Loan and Security Agreement (the “Note”"Note") in the principal amount of $675,000 with interest accruing at a rate of 5% per annum. Under the terms of the Note, principal and accrued interest are paid in monthly installments of $20,230 commencing on December 1, 2014. The note is secured by a lien on the purchased equipment. During the nine monthsfiscal year ended JulyOctober 31, 2015, the Company paid $60,461, of which $52,473$52,472 was applied to the principal and $7,988$7,989 applied to interest. The Company has met its payment obligations up to February 2015 and isthereafter was in default of its current payment obligations. TheOn November 23, 2016, the Company hasand ExOne entered into negotiations witha 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 effective January 11, 2017, agreed to transfer title of the equipment back to ExOne, agreed to revisea lump sum payment of $10,000 and agreed to enter into a 24 month lease for the payment schedule with respect to the purchase.

equipment

F-6
(3)Lender 1 
a.5% various notes payable

Balance, October 31, 2015 $278,353 
Additional: Principal
  20,500 
Accrued interest:  14,089 
Balance, October 31, 2016
  312,942 
Accrued interest:
  3,725 
Balance, January 31, 2017 $316,667 


12
3DX INDUSTRIES, INC.

Notes to Unaudited Financial Statements

(Unaudited)

January 31, 2017

NOTE 56 - NOTES PAYABLE – UNRELATED PARTY (continued)


 (3)Lender 1 (continued)


 a.5% various notes payable (continued)

Balance, October 31, 2014 $223,478 
Additional: Principal  46,500 
Repayment: Principal  (5,000)
Accrued interest:  10,116 
Balance, July 31, 2015 $275,094 


During the nine monthsfiscal year ended JulyOctober 31, 2015,2016, the Company received an additional $46,500$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 three months ended January 31, 2017 the Company accrued a further $3,725 in interest.

 b.5% promissoryconvertible note

In addition to the loans indicated above, the same lender advanced $150,000 to the Company on November 5, 2013. The $150,000 is evidenced by an unsecured promissory note bearing interest at a rate of 5%. Outstanding principal and accrued interest is fully due and payable on December 31, 2015. Effective January 1, 2015, the holder has the right to convert any or all of the outstanding principal and accrued interest into shares of the Company’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 JulyOctober 31, 2016 amounted to $172,562 (October 31, 2015 amounted to $163,151 (October 31, 2014 - $157,541)$165,041). Accrued interest charged to operation for the ninetwelve months period ended JulyOctober 31, 2016 and 2015 totaled $7,521 and 2014 totaled $5,610$7,500, respectively.

On December 20, 2016, the Company and $5,651, respectively.

the promissory note holder 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.

The Company recognized the intrinsic value of the embedded beneficial conversion feature ("BCF") for the convertible note on the date of the repricing, and recorded the beneficial conversion feature as additional paid-in capital reducing the carrying value of the convertible note from $150,000 to $nil on December 20, 2016.

Further, 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 during the three months ended January 31, 2017.
 (4)Lender 2 

Balance, October 31, 2014 $67,855 
Additional: Principal  —   
Accrued interest  2,431 
Balance, July 31, 2015 $70,286 

Balance, October 31, 2015 $71,105 
Accrued interest
  3,259 
Balance, October 31, 2016
  74,364 
      Accrued interest  819 
Balance, January 31, 2017 $75,183 
On September 9, 2013, the Company borrowed $30,000 from a third party. The loan is evidenced by an unsecured promissory note. The loan is assessed interest at an annual rate of 5% per annum with principal and accrued interest fully due and payable on May 1, 2014. The outstanding balance was not paid on its due date.

On March 7, 2014, the Company borrowed an additional $35,000 from the same party noted above. The loan is evidenced by an unsecured promissory note. The loan is assessed interest at an annual rate of 5% per annum with principal and accrued interest fully due and payable on December 31, 2014.

Accrued interest charged to operations for the nine month periodsthree months ended JulyJanuary 31, 2015 and 2014 amounted2017 totaled $819.
13
3DX INDUSTRIES, INC.
Notes to $2,431 and $1,949, respectively.

Unaudited Financial Statements
January 31, 2017
NOTE 6 - NOTES PAYABLE – UNRELATED PARTY (continued)
 (5)Lender 3

On November 18, 2014, the Company borrowed $25,000 from a third party (Note 1). The $25,000 is evidenced by an unsecured promissory note bearing interest at a rate of 10% beginning April 1, 2015. Outstanding principal and accrued interest is fully due and payable on December 01, 2015. The holder has the right to convert any or all of the outstanding principal and accrued interest into shares of the Company’sCompany's common stock at a conversion rate of $0.30 per share.

F-7

3DX INDUSTRIES, INC.

Notes to Financial Statements

(Unaudited)

NOTE 5 - NOTES PAYABLE – UNRELATED PARTY (continued)

(5)Lender 3 (continued)

On December 10, 2014, the Company further borrowed $100,000 from a third party (Note 2). The $100,000 is evidenced by an unsecured promissory note bearing interest at a rate of 10% beginning April 1, 2015. Outstanding principal and accrued interest is fully due and payable on December 31, 2016. The holder has the right to convert any or all of the outstanding principal and accrued interest into shares of the Company’sCompany's common stock at a conversion rate of $0.15 per share.

Pursuant to ASC Topic 470-20, “Debt"Debt with Conversion and Other Options,”" there is no beneficial conversion feature associated with these promissory notes because the conversion rate is equal or greater than the fair market value on the issuance date.

   Note 1   Note 2 
Balance, October 31, 2014 $—    $—   
Additional: Principal  25,000   100,000 
Accrued interest  829   3,315 
Balance, July 31, 2015 $25,829  $103,315 

  Note 1  Note 2 
Balance, October 31, 2015 $26,459  $105,836 
Accrued interest
  2,507   10,027 
Balance, October 31, 2016
  28,966   115,863 
      Accrued interest
  630   2,520 
Balance, January 31, 2017 $29,596  $118,383 

 (6)Equipment Finance Agreement

On March 25, 2015, the Company entered into an Equipment Finance Agreement (“EFA”("EFA") with Global Finance Group, Inc. to borrow up to $275,000. Under the EFA the Company received cash proceeds of $90,000, $5,000 was paid directly to a third party to reduce certain outstanding loans and a further $122,465 was expended by Global to purchase equipment on behalf of the Company. The EFA is secured by the purchased equipment, and is assessed interest at a rate of 12% per annum. Principal and accrued interest are paid in monthly installments of $7,243 commencing on May 1, 2015. It was agreed between the parties that the first 4 months of payments will be reduced by $5,000 per payment, and thereafter, commencing September 1, 2015 payments of the full installment value will commence.


During the fiscal year ended October 31, 2015, the Company paid $11,472, of which $8,972 was applied to 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.

During the three months ended January 31, 2017, the Company paid $11,000 which was applied to the principal balance.

The balance due on this obligation at JulyJanuary 31, 20152017 is $217,465$236,648 (October 31, 20142016 - $nil)$242,267).  

During the nine monthsfiscal year ended JulyOctober 31, 2015 in connection with the aforementioned equipment purchase, the Company capitalized the equipment (gross) at JulyOctober 31, 2015 in an amount totaling $122,465. The EFA is personally guaranteed by the Company’sCompany's President, Mr. Roger Janssen.

F-8

14
3DX INDUSTRIES, INC.

Notes to Unaudited Financial Statements

(Unaudited)

January 31, 2017

NOTE 7 - STOCKHOLDERS' EQUITY

For the three months ended January 31, 2017

On December 21, 2016, a note holder converted $4,000 of outstanding principal into a total of 4,000,000 shares of the Company's common stock at $0.001 per share.

On January 19, 2017, a note holder converted $2,000 of outstanding principal into a total of 2,000,000 shares of the Company's common stock at $0.001 per share.

For the fiscal years ended October 31, 2016

No Shares were issued during the period.

There were a total of 43,461,409 and 37,461,409 shares issued and outstanding as of January 31, 2017 and October 31, 2016, respectively.

NOTE 68 - COMMITMENTS AND CONTINGENCIES


Effective November 23, 2013, the Company entered into an employment agreement with its President and Chief Executive Officer, Roger Janssen. Under the terms of the agreement, Mr. Janssen will receive a base salary of $15,000 a month over the three-year term of the agreement. At the sole discretion of the board of directors, Mr. Janssen may be granted performance bonuses and may also participate in any incentive plans that the Company may establish. In addition, Mr. Janssen received 30,000,000 shares of the Company’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 JulyJanuary 31, 20152017, amounted to $258,195$479,555 (October 31, 20142016 - $149,135)$448,130), which is included in the balance of other payables – related parties as reflected in the accompanying balance sheet. The $258,195$479,555 is net of $26,539$13,575 that was actually paid to Mr. Janssen during the nine monthsthree month period ended JulyJanuary 31, 2015.

In January 2014, the Company entered into lease for warehouse and corporate office space located in Ferndale, Washington for 26 months. The Company was granted an option to extend the lease for another two years.

2017.

On March 30, 2015, the Company entered into an equipment rental agreement with Santeo Financial Corp. with respect to certain manufacturing equipment. The term of rental is 24 months, with an option to purchase the equipment at any time up to the end of the rental agreement. Under the terms of the agreement the Company paidshall 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 January 31, 2017 and October 31, 2016 and has accrued a total of $8,330 and $7,175, respectively, as due and payable.

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:

Year ending October 31, 2017: $39,420
Year ending October 31, 2018: $53,420
Year ending October 31, 2019: $54,452
Year ending October 31, 2020: $55,484
Year ending October 31, 2021: $9,276
15
 3DX INDUSTRIES, INC.
Notes to Unaudited Financial Statements
January 31, 2017

NOTE 9 - SUBSEQUENT EVENTS

F-9(a)
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.

The Company received conversion notices totaling $5,000 in respect of the balance still held under the aforementioned Original Note by the original lender and issued a total of 5,000,000 shares leaving a total balance payable, not including accrued interest, of $105,000 on this note.

(b)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.

(c)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.

(d)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.

(e)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.


16

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Qcontains10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “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.

RESULTS OF OPERATIONS

Plan of Operation

As of JulyJanuary 31, 2017, we had $7,314$25,928 of cash on hand. We incurred operating expenses in the amount of $931,609$272,863 during the ninethree months ended JulyJanuary 31, 2015.2017. These operating expenses were comprised of general and administrative expenses, professional fees, management salaries, consulting fees, and other miscellaneous expenses.

The Company has recently commenced revenue generating operations from its primary business in the manufacturing sector.sector during fiscal 2015. During the ninethree month period we generated gross revenues of $274,439$100,751 as compared to Nil$88,062 in the prior comparative period. While we expect to see an increase in revenues as we secure additional customers, we are not presently generating enough revenue to meet our operational overhead. Management cannot guarantee that the Company will be successful in its existing business operations and the Company’sCompany's business is subject to risks inherent in the operation of a business enterprise with limited revenue generating operations, including limited capital resources and ongoing operational shortfalls

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

For the three and nine month periods ended JulyJanuary 31, 2015,2017, as compared to the same periods ended JulyJanuary 31, 2014.2016.

Revenues

The Company generated $105,806$100,751 and $274,439$88,062 in revenues from operations and $25,433$1,698 and $57,523$9,397 in cost of goods sold for the three and nine months ended JulyJanuary 31, 2015, respectively, with $nil in revenue from operations2017 and cost of goods sold for the same periods ended July 31, 2014.2016, respectively. Revenues were slightly increased over the second quarter as the Company was able to bring on additional staff in order to undertake additional customer orders.

13
respective periods.

17
Expenses

For the three and nine months ended JulyJanuary 31, 2015,2017 and 2016 total operating expenses were $327,249$272,863 and $931,609, respectively, as compared to $152,967 and $9,839,162 for the same periods ended July 31, 2014.$295,235, respectively. The substantialslight decrease in expenditures for the ninethree months ended JulyJanuary 31, 20152017 as compared to the same nine monthsthree month period in 20142016 relates to a reduction in stock based compensation incurreddepreciation and amortization over the respective periods, as well as a substantive decrease in 2014 totaling $9,450,000.professional fees. During the respective comparative periods, save the one-time charge to stock based compensation as set out above, fees incurred for professional fees and general and administrative expenses increased period over period in both the three month and nine months comparative periods as the Company increased its level of operations. During the most recent three and nine month periods the Company expensed $45,236$30,599 and $135,728$50,074 as depreciation and amortization expense, with no similar comparative expenseexpense. Professional fees were reduced from $27,866 in the comparative periods ended July 31, 2014. In addition, during the prior three and nine month periods ended July 31, 2014, the Company recorded other expenses of $nil and $4,829,408 respectively as the result of a loss on the settlement of certain indebtedness, with no similar lossesfiscal 2016 to only $10,133 in the current three month period of fiscal 2017.  General and six month periodsadministrative expenses were slightly increased from $217,295 in 2016 to $232,131 in the three months ended JulyJanuary 31, 2015.2017. Interest expenses increased period over period  asdue to the fact that holders of certain convertible notes and the Company renegotiated the conversion terms during the period ended January 31, 2017.  As a result the Company recorded $150,000 relative to the amortization of the debt discount as interest expenses in the period, with no similar expense in the prior comparative three month period.  Further there was required to takea one time gain on additional loans from third parties to carry out operations.disposal of equipment in the current period of $198,948, again with no similar comparative entry in fiscal 2016. The Company recorded net losses of $273,649$145,312 and $763,588$243,733 for the three and nine months ended JulyJanuary 31, 2015 as compared to $164,8232017 and $14,701,853 in the three and nine month periods ended July 31, 2014.

2016.

Working Capital

  July 31, 2015 July 31, 2014 Difference
Current Assets $70,619  $18,246  $52,373 
Current Liabilities $2,337,819   1,374,652  $863,167 
Working Capital $(2,267,200) $(1,356,406) $(810,794)

  January 31, 2017  October 31, 2016  Difference 
Current Assets
 $58,605  $57,834  $771 
Current Liabilities $2,833,510   3,346,119  $(512,609)
Working Capital $(2,774,905) $(3,288,285) $513,380 
Cash Flows

  

Nine Months Ended

July 31, 2015

 

Nine Months Ended

July 31, 2014

Net Cash (Used) in Operating Activities $(220,799) $(209,926)
Net Cash (Used) in Investing Activities  —     (96,006)
Net Cash Provided by Financing Activities  226,039   318,490 
Net Increase (Decrease) in Cash During the Period $5,240  $12,558 

  
Three Months Ended
January 31, 2017
  
Three Months Ended
January 31, 2016
 
Net Cash (Used) in Operating Activities $(74,543) $(3,895)
Net Cash (Used) in Investing Activities  -   - 
Net Cash Provided by Financing Activities  84,000   - 
Net Increase (Decrease) in Cash During the Period $9,457  $(3,895)

Interest Expense

Interest expense for the ninethree months ended JulyJanuary 31, 2015 totaled $48,8952017 $170,450 as compared to $33,283$27,163 for the ninethree months ended JulyJanuary 31, 2014.2016. Interest expense in both comparative periods consists primarilythe current three month period includes a one time amortization of accrued interest ondebt discount relative to the repricing of certain outstanding accounts andconvertible notes payable.

in the amount of $150,000.

Liquidity and Capital Resources

Growth of our operations will be based on our ability to internally finance from operating cash flows, and the ability to raise funds through equity and/or debt financing to increase sales and production. Our primary sources of liquidity are: (i) investor loans; and (ii) financing activities. Our cash balance as of JulyJanuary 31, 20152017 is $7,314.

$25,928.

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

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

Critical Accounting Estimates 

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

14

We regularly evaluate the accounting policies and estimates that we use to prepare for financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management’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.

18
Going Concern

As at July 31

, 2015, ourThe Company has aincurred net losslosses since inception, and as of $763,588 andJanuary 31, 2017 had a combined accumulated deficit of $16,818,961. We have not attained profitable operations $17,962,934 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 havehad negative working capital of $2,774,905. These conditions raise substantial doubt that we will be ableas to the Company's ability to continue as a going concern without further financing.

concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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

Future Financing

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

Inflation

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

Off-Balance Sheet Arrangements

As ofJulyJanuary 31 2015,, 2017 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.

Contractual Obligations

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

Recently Issued Accounting Pronouncements

The Company’sCompany's management has evaluated all recent accounting pronouncements 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 pronouncements will have a material effect on the financial statements.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act").

Based on this evaluation, our Principal Executive and Principal Financial and Accounting Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were not effective as of JulyJanuary 31,, 2015.

2017.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

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

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

 1.Quarterly Issuances:

None.

On December 21, 2016, a note holder converted $4,000 of outstanding principal into a total of 4,000,000 shares of the Company's common stock at $0.001 per share.

On January 19, 2017, a note holder converted $2,000 of outstanding principal into a total of 2,000,000 shares of the Company's common stock at $0.001 per share.
 2.Subsequent Issuances:

None.

A lender holding a convertible note with a principal balance of $150,000 (the "Original Note")  (refer to Note 6(3)(b)) provided conversion notices totaling $5,000 in respect of the balance still held under the aforementioned Original Note by the original lender and was issued a total of 5,000,000 shares.

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.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DICSLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

None.


ITEM 6. EXHIBITS

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

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NumberDescription 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 SEC on February 18, 2015, as part of our Annual Report on Form 10-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 Filed herewith.
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.

*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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SIGNATURES

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

 3DX INDUSTRIES, INC.
  
Date:  September 21, 2015January 17, 2018
By:/s/  Roger Janssen
 Name:Roger Janssen
 Title:

Principal Executive Officer

Principal Accounting Officer

President, and CEO

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

Date:  September 21, 2015January 17, 2018By:/s/  Roger Janssen
 Name:Roger Janssen
 Title:Director


Date: September 21, 2015January 17, 2018By:/s/  Earl W. Abbott
 Name:Earl W. Abbot
 Title:Director


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