UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended October 31, 2015 |
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or |
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 333-148447
Trans-Pacific
Aerospace Company, Inc.
(Exact Name of registrant as specified in
its charter)
Nevada |
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36-4613360 |
(State or Other Jurisdiction of Incorporation) |
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(I.R.S. Employer Identification Number) |
2975 Huntington Drive, Suite 107 San Marino, California 91108
(Address of principal executive offices)
(626) 796-9804
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of
the Act:
None
Securities registered pursuant to under
Section 12(g) of the Act:
None
Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o
No x
Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes
o No x
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes x No
o
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 x
No o
Indicate by check mark if disclosure of
delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2
of the Act):
Large accelerated filer ¨ |
Accelerated filer ¨ |
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Non-accelerated filer ¨ |
Smaller reporting company x |
(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o No
x
State the aggregate market value of voting
and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold,
or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed
second fiscal quarter: $230,781
State the number of shares outstanding
of each of the registrant’s classes of common stock, as of the latest practicable date: 2,944,402,694 shares of common stock
and 3,685 shares of preferred stock as of January 21, 2016.
TABLE OF CONTENTS
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PART I |
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Item 1. |
Business |
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Item 1A. |
Risk Factors |
6 |
Item 1B. |
Unresolved Staff Comments |
11 |
Item 2. |
Properties |
11 |
Item 3. |
Legal Proceedings |
11 |
Item 4. |
Mine Safety Disclosures |
11 |
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PART II |
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Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities |
12 |
Item 6. |
Selected Financial Data |
12 |
Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
13 |
Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk |
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Item 8. |
Financial Statements and Supplementary Data |
15 |
Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
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Item 9A. |
Controls and Procedures |
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Item 9B. |
Other Information |
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PART III |
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Item 10. |
Directors, Executive Officers and Corporate Governance |
17 |
Item 11. |
Executive Compensation |
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Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
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Item 13. |
Certain Relationships and Related Transactions and Director Independence |
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Item 14. |
Principal Accountant Fees and Services |
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PART IV |
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Item 15. |
Exhibits and Financial Statement Schedules |
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Signatures |
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CAUTIONARY NOTICE
This annual report
on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Those forward-looking statements include
our expectations, beliefs, intentions and strategies regarding the future. Such forward-looking statements relate to, among
other things, our commencement of manufacturing operations; our distribution of our products; our working capital requirements
and results of operations; the further approvals of regulatory authorities; production and/or quality control problems; the denial,
suspension or revocation of privileged operating licenses by regulatory authorities; overall industry environment; competitive
pressures and general economic conditions. These and other factors that may affect our financial results are discussed more
fully in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” included in this report. We caution readers not to place undue reliance on any forward-looking statements.
We do not undertake, and specifically disclaim any obligation, to update or revise such statements to reflect new circumstances
or unanticipated events as they occur, and we urge readers to review and consider disclosures we make in this and other reports
that discuss factors germane to our business. See in particular our reports on Forms 10-K, 10-Q, and 8-K subsequently filed
from time to time with the Securities and Exchange Commission.
All references to
“us”, “we”, “our” or the “Company” used herein refer to Trans-Pacific Aerospace,
Inc., a Nevada corporation, and its 55%-owned subsidiary, Godfrey (China) Limited, a Hong Kong corporation.
PART I
General
We are engaged
in the business of designing, manufacturing and selling aerospace quality component parts for commercial and military
aircraft, space vehicles, power plants and surface and undersea vessels. Our initial products will be
self-lubricating spherical bearings for commercial aircraft. These bearings are integral to the operation of commercial
aircraft and help with several flight-critical tasks, including aircraft flight controls and landing gear. As of
the date of this report, we have commenced commercial manufacture or sale of our products.
We commenced our aircraft
component business in February 1, 2010. To date, our operations have focused on the development of our production facility in Dongguan,
China and the design and engineering of our initial product line of spherical bearings. Our production facility in Dongguan, China
is held and operated by TPAC. Naval Air Systems Command (“NAVAIR”) of the United States Navy has completed the qualification
testing of our initial line of bearings. Godfrey and TPAC received final approval from NAVAIR on March 5, 2013. However, we expect
that we will need to raise at least $1 million of capital, or to develop a strategic partnership, through which the partner will
contribute working capital, in order to better develop international marketing and production.
Our strategy is
to leverage our product design and engineering expertise to form business relationships with local partners in markets
outside the United States who will provide manufacturing, sales and distribution capabilities, similar to our relationship
with Godfrey. Our initial target markets for establishing foreign partnerships are China, Australia, India and the Middle
East. We intend to partner in these foreign markets with local businesses that can establish in-country production
facilities using our product design and engineering expertise, and thereby take advantage of economies available only to
local producers. We intend to serve as the primary distributor of products manufactured by our foreign partners.
In addition to our partners’ foreign based operations, we plan to establish our own manufacturing facility in the
United States to provide component parts to U.S. military weapon systems and commercial aerospace end users.
We believe our strategy
will permit us to compete more effectively with our larger competitors, who generally have greater financial resources, by:
| · | Reducing our capital requirements by focusing on the design and engineering portions of the value chain; |
| · | Utilizing our partners' established raw material access, manufacturing facilities and sales and distribution networks; |
| · | Entering emerging international markets that have little in-country component parts manufacturing capacity and little established
competition; |
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| · | Taking advantage of local sales "offset" regulations that require aircraft original equipment manufacturers (OEMs)
such as Airbus and Boeing to procure and utilize local made components for incorporation into products sold; and |
| · | Partnering with existing aerospace companies and investors within our initial target markets to provide us with working capital,
political and economic resources and regional business and cultural expertise. |
We currently have
no joint venture in place for the manufacture or sale of our products other than our arrangements with Godfrey, but have supplier/distribution
agreements with US, China, European and Australia related entities.
Godfrey (China) Limited
Our initial operations
have focused on the Chinese and US bearings market and are conducted through TPAC. On March 30, 2010, we acquired
25% of the outstanding share capital of Godfrey in exchange for our contribution to Godfrey of technology used for the design and
production of SAE-AS81820, 81934 and 81935 self-lubricated spherical bearings, bushings and rod-end bearings. These
bearings and component parts are designed to meet the specifications and standards of NAVAIR and are widely used in the manufacture
of commercial aircraft, among other products. In 2013 we acquired an additional 30% interest in Godfrey (China).
In September 2010,
we opened our production facility in Guangzhou, China. As of the date of this report, TPAC and Godfrey have received qualification
approval by NAVAIR. As of September, 2014, the Company was placed on the US Navy Qualified Producers List, allowing
all Chinese and international airframe manufacturers, sub-tier suppliers, MRO facilities, airlines and distributors to purchase
parts produced there. The Company moved to a new facility in Dongguan, China in 2015 at a savings of approximately
$60,000 annually. The Company, whose factory is located in close proximity to Hong Kong, was the first and remains the only company
in China qualified for the production of SAE-AS81820 and 81934 spherical bearings and bushings. .
Products
We are engaged in
the business of designing, manufacturing and selling aerospace quality component parts for commercial and military aircraft, space
vehicles, power plants and surface and undersea vessels. Our product designs address over 3,000 component parts that
are utilized in new and used commercial aircraft and military aircraft, space vehicles, power plants and surface and undersea
vessels. Our initial products are self-lubricating spherical bearings for commercial aircraft. These bearings
are integral to the operation of commercial aircraft and help with several flight-critical tasks, including aircraft flight controls
and landing gear. We also intend to manufacture for sale bushings and rod-end bearings. We have received all regulatory approvals
required for the manufacture and sale of our initial line of self-lubricating spherical bearings and bushings and intend to pursue
regulatory approval of our initial line of rod-end bearings.
Spherical
bearings facilitate proper power transmission from one plane surface to another, provide for articulation of mating parts and
reduce friction. In general, a spherical bearing permits angular rotation about a central point in two orthogonal directions
within a specified angular limit based on the bearing geometry. Typically, these bearings support a rotating shaft in the
bore of the inner ring that must move not only rotationally, as most shafts, but also at angle. Spherical bearings
permit freedom of rotation on the two axes that are not parallel with the shaft axis (although some bearings do permit this
also). Comprised of one ball and one race, the ball is essentially a sphere with a hole bored through the center
and the race is a ring that surrounds the ball. The ends of the sphere extend out past the surface of the race. These
bearings are not used in rotational applications, but are used in misalignment applications or in hinging applications.
Spherical bearings
act much like an elbow, wrist or knee joint acts in that they allow for slight rotation and severe misalignment. In
aircraft they are used on doors, hatches, landing gears, some flight control surfaces, slats, leading edges and trailing edges
and on horizontal and vertical stabilizers. They are also used in engines as engine hangers and to open and close stator vanes.
Customers and Market
We plan to supply
bearings for use in commercial, military and private aircraft, naval vessels, power plants, wind turbines and sophisticated commercial
applications. Our potential customers include large aerospace companies such as Airbus, Boeing, Embraer, COMAC, General
Electric, Rolls Royce, Pratt & Whitney, Honeywell and various aftermarket channels.
Manufacturing and Operations
We have commenced
commercial manufacture of our products. Our initial operations have focused on the Chinese and US bearings markets and
are conducted through Company facilities located in Dongguan, China.
As of the date of
this report, TPAC and Godfrey have received qualification approval by the Naval Air Systems Command (“NAVAIR”)
of the United States Navy. As of September, 2014 the Company was placed on the US Navy Qualified Producers List, allowing
all Chinese and international airframe manufacturers, sub-tier suppliers, MRO facilities, airlines and distributors to purchase
parts produced by TPAC and Godfrey. The facility, located in close proximity to Hong Kong, is the first and only facility
in China qualified for the production of SAE-AS81820 and 81934 spherical bearings and bushings. We anticipate providing NAVAIR
with test samples for approval under SAE-AS81935 for the production of rod end bearings in 2016.
Our strategy is
to leverage our product design and engineering expertise to form business relationships with local partners in markets
outside the United States who will provide manufacturing, sales and distribution capabilities, similar to our relationship
with Godfrey. Our initial target markets are China, Australia, India and the Middle East. We intend to partner in
these foreign markets with local businesses that have manufacturing or distribution resources and then establish in-country
production facilities using our product design and engineering expertise, and thereby take advantage of economies available
only to local producers. We intend to serve as the primary distributor of products manufactured by our foreign
partners.
In addition to our
partners’ foreign based operations, we plan to establish our own manufacturing facility in the United States to provide
component parts to U.S. military weapon systems and commercial aerospace end users. We currently have business relationships in
place for the manufacture or sale of our products, including production and distribution agreements.
The
production of our spherical bearings will occur in six general steps: (1) machining of ball and race; (2) preparation of
self-lubricating liners; (3) assembly of race and liner; (4) swaging of ball in race; (5) final curing; and (6) final machining.
These general steps take approximately 14 days to complete and employ a variety of tools, equipment and processes, some of which
can be outsourced or performed at different facilities. For the foreseeable future, we expect that our production facilities
and those of our partners will outsource the machining of the ball and race and the preparation of the liners. All
other steps will be conducted at our production facilities or the facilities of our foreign partners. Our production
facility in Dongguan, China is presently capable of conducting all production steps, other than the machining of the ball and
race and final grinding of the bearings, at a capacity that will handle demand for the foreseeable future.
Sales, Marketing and Distribution
We have commenced
commercial sales of our products. Our current strategy is to form business relationships with local partners in markets
outside the United States who will provide sales, marketing, and manufacturing capabilities. We will supply our product
design and engineering expertise and also serve as the primary distributor of products manufactured by our joint venture partners.
However, we expect that we will need to raise at least $1 million of capital, or to develop a strategic partnership, through which
the partner will contribute working capital, in order to better develop international marketing and production
Our initial sales,
marketing and distribution efforts focus on the self-lubricated spherical bearings, bushings and rod-ends t manufactured at our
production facility, in Dongguan, China. We have received all regulatory approvals required for the manufacture and
sale of our initial line of self-lubricating spherical bearings and bushings and intend to pursue regulatory approval of our initial
line of rod-end bearings.
We expect to
supplement the sales activities of our local-market partners with direct sales efforts by our executive management and
internal sales staff. During the first quarter of 2014, we signed a marketing and sales agreement with a Hong Kong aerospace
marketing company with strong marketing and distribution ties to the Chinese market. During the third quarter of 2015, we
signed a marketing and sales agreement with a Hong Kong aerospace marketing company with strong marketing and distribution
ties to the Australian, Indian and Middle East markets. During the first quarter of 2016 we received approval and became a
supplier to a US based, China owned aerospace distributor, for the marketing and distribution of our products. We intend to
implement a strategic brand management initiative that will seek to position the Trans-Pacific name as a global brand with
local roots in various foreign countries. In addition to standard primary touch points including OEMs, airlines
and MROs, we will also reach out to leading bearing distributors, the sub-assembly industry and others. We do
expect to market to the U.S. military. Our marketing elements will include:
| · | Participation in major air and aerospace trade shows (e.g., China International Aviation & Aerospace Exhibition; Farnborough/Paris;
Dubai; Singapore; Zhuhai); |
| · | Participation in trade fairs (for airlines and MROs) sponsored by Boeing, Airbus and Embraer; |
| · | Key market tours to coincide with government-sponsored expositions; |
| · | Sponsorship of “best practice” seminars for airlines and MROs; and |
| · | Sales support materials for distributors (promotional collateral and product DVDs). |
Competition
The markets within
the aerospace industry that we serve are relatively fragmented and we face several competitors for many of the products
and services we provide. Due to the global nature of the commercial aircraft industry, competition in these categories comes from
both U.S. and foreign companies. Competitors in our product offerings range in size from divisions of large public corporations
that have significantly greater financial, technological and marketing resources than we do, to small privately-held entities,
with only one or two components in their entire product portfolios.
The largest competitors in the sale of spherical
bearings for the commercial aircraft industry are Minebea Co. Ltd., an international manufacturer of bearing products headquartered
in Tokyo, Japan and traded on the Nikkei Stock Exchange, and RBC Bearings, Inc., an international manufacturer of bearing products
headquartered in Oxford, Connecticut and traded on the NASDAQ Stock Market.
We expect to compete
on the basis of engineering, manufacturing and marketing high quality products which meet or exceed the performance and maintenance
requirements of our customers, consistent and timely delivery, and superior customer service and support. Additionally, we plan
to take advantage of established long term relationships and sales "offset" regulations (in China and our other target
markets) that require aircraft OEMs such as Airbus and Boeing to procure and utilize local made components for incorporation into
products sold.
Regulations and Laws
The commercial aircraft
component industry is highly regulated by the original equipment manufacturers (“OEM”), including Boeing and Airbus,
and both the Federal Aviation Administration, or the FAA, in the United States and by the Joint Aviation Authorities in Europe
and other agencies throughout the world. We, and the components we manufacture, are required to be certified or approved by one
or more of these agencies and/or, in many cases, by individual OEMs in order to sell our parts for use in commercial aircraft. Our
foreign sales may be subject to similar approvals or U.S. export control restrictions, however, our management believes that there
are no currently existing export restrictions for the products we wish to sell.
In order to sell component
parts to the OEMs of commercial aircraft in the United States, our products must be approved by an OEM or government agency, such
as NAVAIR. These production approval holders provide quality control and performance criteria and oversight and, in
effect, generally limit the number of suppliers directly servicing the commercial aerospace new parts market. In order to directly
sell component parts to the aftermarket, we must conform to a separate set of FAA regulations providing for an independent parts
manufacturing authority, or PMA, process, which enables suppliers who conform to FAA PMA requirements to sell products to the aftermarket,
irrespective of whether the supplier is an approved supplier to the OEM for original equipment or products. Currently, we are approved
by NAVAIR and are an approved supplier to Boeing Commercial Aircraft Company. We are working toward Boeing Supplier Qualification
Approval, which would greatly enhance the opportunity to quote on products from Boeing.
As of the date of
this report, TPAC and Godfrey have received qualification approval by NAVAIR. As of September, 2014 the Company
was placed on the US Navy Qualified Producers List, allowing all Chinese and international airframe manufacturers, sub-tier suppliers,
MRO facilities, airlines and distributors to purchase parts produced there. The Dongguan facility, located in close
proximity to Hong Kong, is the first and only facility in China qualified for the production of SAE-AS81820 and 81934 spherical
bearings and bushings. We anticipate providing NAVAIR with test samples for approval under SAE-AS81935 for the production of rod
end bearings during 2016. Our spherical bearings are now eligible for sale to OEMs in the U.S. Since the
PMA process is unavailable to manufacturers in China, products produced at our facilities in China will not be entitled to be
sold in the U.S. aftermarket directly by our Chinese manufacturing company. However, because TPAC is located in the
USA, we are able to utilize our facility in the United States in order to sell to the aftermarket the parts manufactured by our
facilities in China.
In addition, sales
of many of our products that will be used on aircraft owned by non-U.S. entities are subject to compliance with U.S. export control
laws. Our management believes that none of the products we intend to design or manufacture currently are listed as restricted commodities
on the U.S. Commerce Control List and that none of the products nor the technology to manufacture the products currently are subject
to export license requirements from any agency of the United States federal government.
Our operations are
also subject to a variety of worker and community safety laws. Our manufacturing facility in China is in compliance with all state
and local laws.
Intellectual Property
Because we have few
proprietary rights, others can provide products substantially equivalent to ours. We hold no patents. Although
we have developed designs and processes for our line of spherical bearing products, we believe that most of the technology used
by us in the design of our products is generally known and available to others. Consequently, others can develop spherical
bearing products similar to ours. We rely on a combination of confidentiality agreements and trade secret law to protect
our confidential information. In addition, we restrict access to confidential information on a ‘‘need to
know’’ basis. However, there can be no assurance that we will be able to maintain the confidentiality of
our proprietary information. If our proprietary rights are violated, or if a third party claims that we violate
their proprietary rights, we may be required to engage in litigation. Proprietary rights litigation tends to be costly
and time consuming. Bringing or defending claims related to our proprietary rights may require us to redirect our human
and monetary resources to address those claims.
Environmental Matters
We are subject to
federal, state and local environmental laws and regulations, including those governing discharges of pollutants into the air and
water, the storage, handling and disposal of wastes and the health and safety of employees. We also may be liable under the Comprehensive
Environmental Response, Compensation, and Liability Act or similar state laws for the costs of investigation and clean-up of contamination
at facilities currently or formerly owned or operated by us, or at other facilities at which we have disposed of hazardous substances.
In connection with such contamination, we may also be liable for natural resource damages, government penalties and claims by third
parties for personal injury and property damage. Agencies responsible for enforcing these laws have authority to impose significant
civil or criminal penalties for noncompliance. We believe we are currently in material compliance with all applicable requirements
of environmental laws. We do not anticipate material capital expenditures for environmental compliance in fiscal 2015. Our operations
in the USA do not involve any manufacturing or production and do not generate any hazardous waste.
Employees
As of the date of
this report, we have seven employees, including three employees of our China facility. We expect to add additional employees
subject to our commencement of manufacturing operations.
Available Information
Our website is located
at www.tpacbearings.com and www.transpacificaerospace.com. The information on or accessible through our website is not
part of this annual report on Form 10-K. A copy of this annual report on Form 10-K is located at the SEC’s
Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Information on the operation of the Public Reference Room can
be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet site that contains reports and
other information regarding our filings at www.sec.gov.
In this report we
make, and from time-to-time we otherwise make, written and oral statements regarding our business and prospects, such as projections
of future performance, statements of management’s plans and objectives, forecasts of market trends, and other matters that
are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Statements containing the words or phrases “will likely result,” “are
expected to,” “will continue,” “is anticipated,” “estimates,” “projects,”
“believes,” “expects,” “anticipates,” “intends,” “target,” “goal,”
“plans,” “objective,” “should” or similar expressions identify forward-looking statements,
which may appear in documents, reports, filings with the Securities and Exchange Commission, news releases, written or oral presentations
made by officers or other representatives made by us to analysts, stockholders, investors, news organizations and others, and discussions
with management and other of our representatives. For such statements, we claim the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995.
Our future
results, including results related to forward-looking statements, involve a number of risks and uncertainties. No
assurance can be given that the results reflected in any forward-looking statements will be achieved. Any
forward-looking statement speaks only as of the date on which such statement is made. Our forward-looking statements are
based upon assumptions that are sometimes based upon estimates, data, communications and other information from suppliers,
government agencies and other sources that may be subject to revision. Except as required by law, we do not undertake
any obligation to update or keep current either (i) any forward-looking statement to reflect events or circumstances
arising after the date of such statement, or (ii) the important factors that could cause our future results to differ
materially from historical results or trends, results anticipated or planned by us, or which are reflected from time to time
in any forward-looking statement.
In addition to other
matters identified or described by us from time to time in filings with the SEC, there are several important factors that could
cause our future results to differ materially from historical results or trends, results anticipated or planned by us, or results
that are reflected from time to time in any forward-looking statement. Some of these important factors, but not necessarily all
important factors, include those set out below.
Risks Relating to Our Company and Business
We do not
have a significant operating history and, as a result, there is a limited amount of information about us on which to make an
investment decision. We were incorporated in June 2007 to engage in the business of oil and gas
exploration. We terminated that business line in February 2010 and since then have been engaged in the business of
designing, manufacturing and selling aerospace quality component parts for commercial and military aircraft, space vehicles,
power plants and surface and undersea vessels. To date, our operations have focused on the development of our
production facility in China and the design and engineering of our initial product line of spherical bearings. While our
chief executive officer, William McKay, has significant experience in the bearing manufacturing industry, our company has no
prior operating experience in the manufacture or distribution of bearings. Accordingly, there is little operating
history upon which to judge our current operations or future success. The likelihood of our success must be considered in
light of the problems, expenses, complications and delays frequently encountered in connection with the development of a new
business.
We are a development-stage
business that has minimal revenue producing operations and expects to incur operating losses until such time, if ever, as we are
able to develop significant revenue. To date, we have not commenced substantial commercial manufacture or
sales of our aircraft component products. Accordingly, we have not generated significant revenues from these operations nor have
we realized a profit from our operations, and there is little likelihood that we will generate significant revenues or realize
any profits in the short term. As we try to build our aircraft component business, we expect a significant increase
in our operating costs. Consequently, we expect to continue to incur operating losses and negative cash flow until we generate
significant revenue from the sale of our products.
The report of our
independent registered public accounting firm for the fiscal year ended October 31, 2015 states that due to our losses from operations
and lack of working capital there is substantial doubt about our ability to continue as a going concern.
Our business
is capital intensive and we will need additional capital to execute our business plan and fund operations, and we may not be able
to obtain such capital on acceptable terms or at all. As of October 31, 2015, we had total assets of $13,705
and a working capital deficit of $401,796. Since October 31, 2015, our working capital has decreased as a result of
continuing losses from operations. We estimate that we require approximately $2 million of additional working capital
over the next 12 months in order to fund our marketing and distribution of the initial line of aircraft component products to be
manufactured at our Dongguan facility and to fund our expected operating losses as we endeavor to build revenue and achieve a profitable
level of operations. However, there are no commitments or understandings at this time with any third parties for their
provision of capital to us.
The report of our
independent registered public accounting firm for the fiscal year ended October 31, 2015 states that due to our losses from operations
and lack of working capital there is substantial doubt about our ability to continue as a going concern.
We will endeavor
to raise the additional required funds through various financing sources, including the sale of our equity and debt
securities and, subject to our commencement of significant revenue producing operations, the procurement of commercial
debt financing. However, there can be no guarantees that such funds will be available on commercially reasonable terms, if at
all. If such financing is not available on satisfactory terms, we may be unable to expand or continue our business
as desired and operating results may be adversely affected. In addition, any financing arrangement may have
potentially adverse effects on us or our stockholders. Debt financing (if available and undertaken) will increase
expenses, must be repaid regardless of operating results and may involve restrictions limiting our operating
flexibility. If we issue equity securities to raise additional funds, the percentage ownership of our existing
stockholders will be reduced and the new equity securities may have rights, preferences or privileges senior to those of the
holders of our common stock.
Our ability to obtain
additional capital on acceptable terms or at all is subject to a variety of uncertainties, including:
| · | our ability to generate revenue and net income; |
| · | investors' perceptions of, and demand for, aircraft component products; |
| · | conditions of the U.S. and other capital markets in which we may seek to raise funds; |
| · | our future results of operations, financial condition and cash flows; |
| · | governmental regulation; and |
| · | economic, political and other conditions in the United States and other countries. |
Our products
are subject to certain approvals and qualification, and the failure to obtain such approvals and qualification would materially
reduce our revenues and profitability. Obtaining product approvals from regulatory agencies and customers is essential
to servicing the aerospace market. Qualification standards are rigorous and parts manufactured at such facilities must meet various
qualification testing criteria. We received final approval from NAVAIR on March 5, 2013, which allows us to manufacture and sell
SAE-AS81820 and 81934 bearings and bushings. However, we expect that we will need to raise at least $1 million of capital or to
develop a strategic partnership, through which the partner will contribute working capital, in order to better develop international
marketing and production.
Our business
strategy is dependent on our ability to establish local market joint ventures outside the United States. A
critical element of our business strategy is to establish joint venture or other business relationships with local partners in
markets outside the United States who will provide manufacturing and sales capabilities. We established our initial operations
through our 55%-owned subsidiary, Godfrey (China) Limited, a Hong Kong corporation located in Dongguan, China. However, there
is no assurance that we will be successful in establishing additional joint venture or other business relationships with local
partners on terms acceptable to us. In addition, our reliance on local market partners and joint venture structures
will expose us to several risks, including:
| · | limited or reduced operational control over foreign market operations; |
| · | limited or reduced ability to control capital requirements of or cash flows from foreign operations; |
| · | risks associated with doing business in certain foreign markets where the legal system is less developed or subject to corrupt
influences, resulting in uncertainties affecting our ability to protect our interest or pursue dispute resolution; |
| | |
| · | logistical and communications challenges posed by under-developed infrastructures; |
| · | changes in local government policies, such as changes in laws and regulations (or the interpretation thereof), restrictions
on imports and exports, sources of supply, duties or tariffs, the introduction of measures to control inflation and changes in
the rate or method of taxation; and |
| · | where our international operations utilize a local currency as its functional currency, changes in currency exchange rates
between the U.S. dollar and functional other currencies will likely have an impact on our earnings. |
Because we
have few proprietary rights, others can provide products substantially equivalent to ours. We hold no
patents. Although we have developed designs and processes for our line of spherical bearing products, we believe that most of
the technology used by us in the design of our products is generally known and available to others. Consequently,
others can develop spherical bearing products similar to ours. We rely on a combination of confidentiality agreements and
trade secret law to protect our confidential information. In addition, we restrict access to confidential
information on a ‘‘need to know’’ basis. However, there can be no assurance that we will
be able to maintain the confidentiality of our proprietary information. If our proprietary rights are violated, or if a third
party claims that we violate their proprietary rights, we may be required to engage in litigation. Proprietary rights
litigation tends to be costly and time consuming. Bringing or defending claims related to our proprietary rights
may require us to redirect our human and monetary resources to address those claims.
The bearing
industry is highly competitive, and competition could reduce our profitability or limit our ability to grow.
The global bearing industry is highly competitive, and we compete with several U.S. and non-U.S. companies. We compete
primarily based on product qualifications, product line breadth, service and price. Virtually all of our competitors
are presently better able to manage costs than us and many have greater financial resources than we have. Due to the
competitiveness in the bearing industry we may not be able to increase prices for our products to cover increases in our costs,
and we may face pressure to reduce prices, which could materially reduce our revenues, gross margin and profitability. Competitive
factors, including changes in market penetration, increased price competition and the introduction of new products and technology
by existing and new competitors could materiality affect our ability to build revenue and achieve profitability.
Weakness in
the commercial aerospace industry, as well as the cyclical nature of our customers' businesses generally, could materially reduce
our revenues and profitability. The commercial aerospace industry is cyclical and tends to decline in response to overall
declines in industrial production. Margins are highly sensitive to demand cycles, and our potential customers historically
have tended to delay large capital projects during economic downturns. As a result, our business also will be cyclical,
and the demand for our products by these customers depends, in part, on overall levels of industrial production, general economic
conditions and business confidence levels. Downward economic cycles have affected our customers and historically reduced
sales of our aircraft component products. Any future material weakness in demand in the commercial aerospace industry
could materially reduce our revenues and profitability.
Fluctuating
supply and costs of raw materials and energy resources could materially reduce our revenues, cash flow from operations and profitability.
Our business will be dependent on the availability and costs of energy resources and raw materials, particularly steel, generally
in the form of specialty stainless and chrome steel, which are specialized steel products used almost exclusively in the aerospace
industry. The availability and prices of raw materials and energy sources may be subject to curtailment or change due to, among
other things, new laws or regulations, suppliers' allocations to other purchasers, interruptions in production by suppliers, changes
in exchange rates and worldwide price levels. Accordingly, our business is subject to the risk of price fluctuations and periodic
delays in the delivery of certain raw materials. Disruptions in the supply of raw materials and energy resources could temporarily
impair our ability to manufacture our products for our customers or require us to pay higher prices in order to obtain these raw
materials or energy resources from other sources, which could thereby affect our net sales and profitability.
Unexpected
equipment failures, catastrophic events or capacity constraints may increase our costs and reduce our sales due to production
curtailments or shutdowns. Our manufacturing processes will be dependent upon critical pieces of equipment, such
as presses, turning and grinding equipment, as well as electrical equipment, such as transformers, and this equipment may, on
occasion, be out of service as a result of unanticipated failures. In addition to equipment failures, our facilities
also will be subject to the risk of catastrophic loss due to unanticipated events such as fires, explosions, earthquakes or violent
weather conditions. In the future, we may experience material plant shutdowns or periods of reduced production as a
result of these types of equipment failures or catastrophes. Interruptions in production capabilities will inevitably
increase our production costs and reduce sales and earnings for the affected period.
We may
incur material losses for product liability and recall related claims. Our aircraft component part
business is subject to a risk of product and recall related liability in the event that the failure, use or misuse of any of
our products results in personal injury, death, or property damage or our products do not conform to our customers'
specifications. If one of our products is found to be defective or otherwise results in a product recall, significant claims
may be brought against us. To date, we have not had significant commercial sales of our products and we do not currently
maintain product liability insurance coverage for product liability. Any product liability or recall related claims may
result in material losses related to these claims and a corresponding reduction in our cash flow and net income.
Environmental
regulations may impose substantial costs and limitations on our operations. We are subject to various federal,
state and local environmental laws and regulations, including those governing discharges of pollutants into the air and water,
the storage, handling and disposal of wastes and the health and safety of employees. These laws and regulations could subject us
to material costs and liabilities, including compliance costs, civil and criminal fines imposed for failure to comply with these
laws and regulatory and litigation costs.
Risks Relating to Our Common Stock
Provisions of
our articles of incorporation, our bylaws and Nevada law could delay or prevent a change in control of us, which could adversely
affect the price of our common stock. Our articles of incorporation, our bylaws and Nevada law could delay,
defer or prevent a change in control of us, despite the possible benefit to our stockholders, or otherwise adversely affect the
price of our common stock and the rights of our stockholders. For example, our articles of incorporation permit our
board of directors to issue one or more series of preferred stock with rights and preferences designated by our board of directors. We
are also subject provisions of the Nevada control share laws that may limit voting rights in shares representing a controlling
interest in us. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders
to elect directors other than the candidates nominated by our board.
Trading in our
common shares on the OTC Bulletin Board is limited and sporadic making it difficult for our stockholders to sell their shares or
liquidate their investments. Our common shares are currently listed for public trading on the OTC Bulletin
Board. We consider our common stock to be “thinly traded” and any last reported sale prices may not be a true market-based
valuation of the common stock. There can be no assurance that an active market for our common stock will develop. In
addition, the stock market in general, and early stage public companies in particular, have experienced extreme price and volume
fluctuations that have often been unrelated or disproportionate to the operating performance of such companies. If
we are unable to develop a trading market for our common shares, you may not be able to sell your common shares at prices that
you consider to be fair or at times that are convenient for you, or at all.
The limited
and sporadic trading in our common shares also could affect our ability to raise further working capital and adversely impact our
operations. Because we currently expect to finance our operations primarily through the sale of our equity
securities, the limited and sporadic trading in our common stock could be especially detrimental to our liquidity and our continued
operations. Investors in public companies tend to place a value on the investment security’s liquidity and,
likewise, tend to be less interested in investing in securities for which there is not an established trading market. In
addition, because public companies tend to raise equity capital based on (and usually at a discount to) current trading prices,
a thinly traded security may result in a trading price at the time of an equity raise that is less than a fair value for our shares,
thus resulting in greater equity dilution to our shareholders. Any reduction in our ability to raise equity capital
in the future would force us to reallocate funds, if any are available, from other planned uses and would have a significant negative
effect on our business plans and operations, including our ability to continue our current operations.
Our common stock
may be deemed a "penny stock", which would make it more difficult for our investors to sell their shares.
Our common stock may be subject to the "penny stock" rules adopted under Section 15(g) of the Exchange Act. The penny
stock rules apply to non-Nasdaq listed companies whose common stock trades at less than $5.00 per share or that have tangible net
worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require,
among other things, that brokers who trade penny stock to persons other than "established customers" complete certain
documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the
security, including a risk disclosure document and quote information under certain circumstances. Many brokers have
decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers
willing to act as market makers in such securities is limited. If we remain subject to the penny stock rules for any significant
period, it could have an adverse effect on the market, if any, for our securities. As long as our securities are subject
to the penny stock rules, investors will find it more difficult to dispose of our securities.
We are not a
Section 12 registrant, which means that we are not subject to the SEC’s proxy rules and our shareholders are not subject
to the SEC’s beneficial ownership reporting rules. As of the date of this report, we are required to
file certain periodic reports with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports
on Form 8-K, pursuant to Section 15(d) of the Securities Exchange Act of 1934. Most SEC reporting companies, including
all U.S. domiciled SEC reporting companies whose shares are listed on the NYSE or NASDAQ Stock Market, file reports with the SEC
pursuant to Section 12 of the Exchange Act. These so-called “Section 12 registrants” are required to file
with the SEC, in addition to the aforementioned reports we are required to file, proxy or information statements in connection
with any action taken by shareholders of the reporting company, and their shareholders are required to file with the SEC beneficial
ownership reports on Schedules 13D and 13G pursuant to Section 13 of the Exchange Act and Forms, 3, 4 and 5 pursuant to Section
16 of the Exchange Act. Until such time, if ever, as we become a Section 12 registrant, you will not have the benefit
of the disclosure provided by SEC mandated proxy statement or information statements in connection with any voting or consents
by our shareholders nor will you have the benefit of the disclosure provided by way of beneficial ownership reports by our shareholders.
The Financial
Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a stockholder's ability to
buy and sell our stock. In addition to the "penny stock" rules described above, FINRA has adopted
rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing
that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status,
investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high
probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements
make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability
to buy and sell our stock and have an adverse effect on the market for our shares.
Investors should
not anticipate receiving cash dividends on our common stock. We have never declared or paid any cash dividends
or distributions on our common stock and intend to retain our future earnings, if any, to support operations and to finance expansion. Therefore,
we do not anticipate paying any cash dividends on our common stock in the foreseeable future.
Sales of a substantial
number of shares of our common stock may adversely affect the market price of our common stock or our ability to raise additional
capital. Sales of a substantial number of shares of our common stock in the public market, or the perception
that large sales could occur, could cause the market price of our common stock to decline or limit our future ability to raise
capital through an offering of equity securities. The sale of substantial amounts of our common stock in the public market could
create a circumstance commonly referred to as an "overhang" and in anticipation of which the market price of our common
stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult
our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price
that we deem reasonable or appropriate. Our articles of incorporation permits the issuance of up to 4,500,000,000 shares of common
stock and 5,000,000 shares of preferred stock. As of January 21, 2016, we had an aggregate of 1,555,597,306 shares of our common
stock and 4,996,315 shares of our preferred stock authorized but unissued. Thus, we have the ability to issue substantial amounts
of stock in the future. No prediction can be made as to the effect, if any, that market sales of our common stock will have on
the market price for our common stock. Sales of a substantial number could adversely affect the market price of our shares.
Item 1B. |
Unresolved Staff Comments |
Not applicable.
Our executive offices
are located in San Marino, California. We lease approximately 480 square feet at the rate of $970 per month pursuant to a month
to month agreement. At such time as our increased operations warrant, we intend to acquire larger leased properties
in the general Los Angeles, California area.
We lease a facility
in Dongguan, China under a 12 year lease. This facility has approximately 5,000 square feet. The rental rate is approximately
$1,565 monthly. We lease an apartment in the Nancheng District of Dongguan. The apartment is approximately 1,700 square feet.
The lease rate is approximately $850 monthly, including all utilities and management fees. The apartment lease is renewed every
February.
Item 3. |
Legal Proceedings |
As of the date of
this report, there are no pending legal proceedings to which we or our properties are subject, except for routine litigation incurred
in the normal course of business.
Item 4. |
Mine Safety Disclosures. |
N/A.
PART II
Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Repurchases of Equity Securities |
Market Information
Our common stock is
quoted on the OTC Bulletin Board under the symbol “TPAC”. The following table indicates the quarterly high and low last
sale prices for shares of our common stock on the OTC Bulletin Board for the fiscal years ending October 31, 2015 and October 31,
2014.
2015 |
|
Low |
|
|
High |
|
Fourth Quarter |
|
$ |
0.0003 |
|
|
$ |
0.0007 |
|
Third Quarter |
|
$ |
0.0001 |
|
|
$ |
0.0013 |
|
Second Quarter |
|
$ |
0.0002 |
|
|
$ |
0.0021 |
|
First Quarter |
|
$ |
0.0024 |
|
|
$ |
0.0200 |
|
|
|
|
|
|
|
|
|
|
2014 |
|
Low |
|
|
High |
|
Fourth Quarter |
|
$ |
0.01 |
|
|
$ |
0.03 |
|
Third Quarter |
|
$ |
0.01 |
|
|
$ |
0.04 |
|
Second Quarter |
|
$ |
0.03 |
|
|
$ |
0.06 |
|
First Quarter |
|
$ |
0.04 |
|
|
$ |
0.07 |
|
Holders of Record
As of January 21,
2016, we had outstanding 2,944,402,694 shares of common stock, held by 1909 shareholders of record; we had outstanding 3,685 shares
of preferred stock, held by 17 shareholders of record.
Dividend Policy
We have never declared
or paid cash dividends on our common stock. We presently intend to retain earnings to finance the operation and expansion of our
business and do not anticipate declaring cash dividends in the foreseeable future.
Recent Sales of Unregistered Securities
During the fiscal
year ended October 31, 2015, we issued a total of 4,409,716,191 shares of our common stock and 2,945 shares of our preferred stock,
as more fully described in Note 7 to our audited consolidated financial statements, “Capital Stock Transactions”.
All of the issuances were made pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (“1933 Act”)
and Rule 506 thereunder. All of the investors were accredited investors, as such term is defined in Rule 501 under the 1933 Act.
We issued common shares in payment of finders’ fees pursuant to some of the transactions.
Item 6. |
Selected Financial Data |
Not applicable.
Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
We intend for this
discussion to provide the reader with information that will assist in understanding our financial statements, the changes in certain
key items in those financial statements from year to year, and the primary factors that accounted for those changes, as well as
how certain accounting principles affect our financial statements. This discussion should be read in conjunction with our
consolidated financial statements and accompanying notes as of and for the fiscal years ended October 31, 2015 and 2014 included
elsewhere in this report.
Overview
We are engaged in
the business of designing, manufacturing and selling aerospace quality component parts for commercial and military aircraft, space
vehicles, power plants and surface and undersea vessels. Our initial products will be self-lubricating spherical bearings for
commercial aircraft. These bearings are integral to the operation of commercial aircraft and help with several flight-critical
tasks, including aircraft flight controls and landing gear. As of the date of this report, we have not had significant commercial
manufacture or sale of our products.
In the second quarter
of 2013, we agreed to issue 4,800,000 shares of our common stock to three shareholders of our subsidiary, Godfrey (China) Limited
(“Godfrey”), in exchange for their transfer to us of a total of 30% of the outstanding capital stock of Godfrey. One
of the parties was Harbin Aerospace Company, LLC, our largest shareholder which is controlled by the wife of our chief executive
officer, William R. McKay. Harbin transferred to us five percent of the capital stock of Godfrey in exchange for our issuance of
800,000 common shares. Upon the closing of the transactions, we increased our ownership of Godfrey from 25% to 55%.
We commenced our
aircraft component business in February 1, 2010. To date, our operations have focused on the development of our production facility
in China and the design and engineering of our initial product line of spherical bearings.. Naval Air Systems Command (“NAVAIR”)
of the United States Navy has completed the qualification testing of our initial line of bearings. However, we expect that we
will need to raise at least $1 million of capital, or to develop a strategic partnership, through which the partner will contribute
working capital, in order to better develop international marketing and production.
Results of Operations - Years Ended
October 31, 2015 and 2014
We have commenced
revenue producing in first quarter of 2016. During the 2015 fiscal year, we incurred $4,492,561 of operating expenses
compared to $3,334,393 during fiscal 2014. Our operating expenses consist primarily of general and administrative expenses
and the increase in operating expenses from fiscal 2014 to fiscal 2015 was attributable primarily to increase in stock based compensation
with a decrease in professional fees. We expect our operating expenses will significantly increase at such time as we
commence the distribution of Godfrey’s spherical bearings.
During the 2015 fiscal
year, we incurred a net loss before income taxes from continuing operations of $4,900,941 compared to a net loss from continuing
operations of $3,676,991 during fiscal 2014. The increase in our net loss in 2014 was attributable primarily to increased
general and administrative expenses described above.
For the year ended
October 31, 2015 and 2014, as a result of the increased ownership to 55% in Godfrey, we recorded non-controlling interest of $150,311
and $372,854, respectively. The net loss attributable to the Company was$4,750,630 and $3,305,046 for the years ended October 31,
2015 and 2014, respectively.
Financial Condition
Liquidity and Capital
Resources
As of October 31,
2015, we had total assets of $13,705 and a working capital deficit of $401,796. Since October 31, 2015, our working
capital has decreased as a result of continuing losses from operations. We estimate that we require approximately $2
million of additional working capital over the next 12 months in order to fund our expected marketing and distribution of the initial
line of aircraft component products to be manufactured at our Guangzhou facility and to fund our expected operating losses as we
endeavor to build revenue and achieve a profitable level of operations. However, there are no commitments or understandings
at this time with any third parties for their provision of capital to us.
We will endeavor
to raise the additional required funds through various financing sources, including the sale of our equity and debt
securities and, subject to our commencement of significant revenue producing operations, the procurement of commercial debt
financing. However, there can be no guarantees that such funds will be available on commercially reasonable terms, if at
all. If such financing is not available on satisfactory terms, we may be unable to expand or continue our business
as desired and operating results may be adversely affected. In addition, any financing arrangement may have
potentially adverse effects on us or our stockholders. Debt financing (if available and undertaken) will increase
expenses, must be repaid regardless of operating results and may involve restrictions limiting our operating
flexibility. If we issue equity securities to raise additional funds, the percentage ownership of our existing
stockholders will be reduced and the new equity securities may have rights, preferences or privileges senior to those of the
holders of our common stock.
The report of our
independent registered public accounting firm for the fiscal year ended October 31, 2015 states that due to our losses from operations
and lack of working capital there is substantial doubt about our ability to continue as a going concern.
Off-Balance Sheet Arrangements
We do not have any
off-balance sheet financing arrangements.
Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk |
Not applicable.
Item 8. |
Financial Statements and Supplementary Data |
Index To Financial Statements
|
|
Page |
|
|
|
Report of Independent Registered Public Accounting Firm |
|
F-1 |
|
|
|
Consolidated Balance Sheets at October 31, 2015 and 2014 |
|
F-2 |
|
|
|
Consolidated Statements of Operations for the Years Ended October 31, 2015 and 2014 |
|
F-3 |
|
|
|
Consolidated Statement of Changes In Stockholders’ Equity (Deficit) for the Years Ended October 31, 2015 and 2014 |
|
F-4 |
|
|
|
Consolidated Statements of Cash Flows for the Years Ended October 31, 2015 and 2014 |
|
F-5 |
|
|
|
Notes to Consolidated Financial Statements |
|
F-6 |
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Stockholders and Board of Directors
Trans-Pacific Aerospace Company, Inc.
We have audited the accompanying
consolidated balance sheet of Trans-Pacific Aerospace Company, Inc. (the “Company”) as of October 31, 2015 and
2014 and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years then ended.
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to
express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatements.
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 includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial
statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated
financial statements referred to above present fairly, in all material respects, the consolidated financial position of
Trans-Pacific Aerospace Company, Inc. as of October 31, 2015 and 2014 and the results of its operations, stockholders’
deficit, and cash flows for the years ended October 31, 2015 and 2014 in conformity with U.S. generally accepted accounting
principles.
The accompanying consolidated financial
statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated
financial statements, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial
doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in
Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ TAAD, LLP
Walnut, California
February 16, 2016
TRANS-PACIFIC AEROSPACE COMPANY, INC.
Consolidated
Balance Sheets
| |
October 31, | | |
October 31, | |
| |
2015 | | |
2014 | |
ASSETS | |
| | |
| |
Current assets | |
| | | |
| | |
Cash | |
$ | 6,833 | | |
$ | 50,089 | |
Prepaid expenses | |
| 1,584 | | |
| 1,584 | |
Total current assets | |
| 8,417 | | |
| 51,673 | |
| |
| | | |
| | |
Non-Current assets | |
| | | |
| | |
Office equipment, net of accumulated depreciation of $4,702 and $3,498,
respectively |
|
|
3,704 |
|
|
|
4,908 |
|
Security deposit | |
| 1,584 | | |
| 1,584 | |
Total non-current assets | |
| 5,288 | | |
| 6,492 | |
| |
| | | |
| | |
Total assets | |
$ | 13,705 | | |
$ | 58,165 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS' (DEFICIT) | |
| | | |
| | |
Current liabilities | |
| | | |
| | |
Accounts payable and accrued expenses | |
$ | 60,021 | | |
$ | 108,320 | |
Income taxes payable | |
| 1,951 | | |
| 1,951 | |
Accrued salary and payroll taxes | |
| 20,433 | | |
| 20,433 | |
Accrued interest payable | |
| 500 | | |
| 5,555 | |
Other payables - related parties | |
| 58,975 | | |
| 68,700 | |
Convertible note payable, net of discount | |
| 8,333 | | |
| 233,747 | |
Convertible note payable, currently in default | |
| 260,000 | | |
| 260,000 | |
Derivative liabilities - conversion option | |
| – | | |
| 207,891 | |
Total current liabilities | |
| 410,213 | | |
| 906,597 | |
| |
| | | |
| | |
Total liabilities | |
| 410,213 | | |
| 906,597 | |
| |
| | | |
| | |
Stockholders' (deficit) | |
| | | |
| | |
Preferred stock, par value $0.001, 5,000,000 shares authorized. 2,945 and 0 shares issued and
outstanding at October 31, 2015 and 2014 | |
| 3 | | |
| – | |
Common stock, par value $0.001, 4,500,000,000 shares authorized. 3,829,346,478 shares issued
and outstanding at October 31, 2015 and 179,447,431 shares issued and outstanding at October 31, 2014 | |
| 3,829,346 | | |
| 179,447 | |
Additional paid-in capital | |
| 17,142,748 | | |
| 15,461,785 | |
Common stock to be issued | |
| 86,093 | | |
| 64,093 | |
Accumulated Deficit | |
| (20,814,980 | ) | |
| (16,064,350 | ) |
Total Trans-Pacific Aerospace Company Inc. stockholders' equity | |
| 243,210 | | |
| (359,025 | ) |
Non-controlling interest in subsidiary | |
| (639,718 | ) | |
| (489,407 | ) |
| |
| | | |
| | |
Total stockholders' (deficit) | |
| (396,508 | ) | |
| (848,432 | ) |
| |
| | | |
| | |
Total liabilities and stockholders' (deficit) | |
$ | 13,705 | | |
$ | 58,165 | |
See accompanying notes to consolidated financial statements
TRANS-PACIFIC AEROSPACE COMPANY, INC.
Consolidated Statements of Operations
| |
For the Years Ended October 31, |
| |
2015 | | |
2014 | |
| |
| | |
| |
| |
| | |
| |
Operating expenses | |
| | | |
| | |
Professional fees | |
$ | 57,777 | | |
$ | 211,700 | |
Consulting | |
| 328,000 | | |
| 721,078 | |
Other general and administrative | |
| 4,106,784 | | |
| 2,401,615 | |
| |
| | | |
| | |
Total operating expenses | |
| 4,492,561 | | |
| 3,334,393 | |
| |
| | | |
| | |
Operating loss from continuing operations | |
| (4,492,561 | ) | |
| (3,334,393 | ) |
| |
| | | |
| | |
Interest expense, net | |
| (346,843 | ) | |
| (189,707 | ) |
Change in fair value of derivative liabilities | |
| 424,822 | | |
| (152,891 | ) |
Derivative expenses | |
| (486,359 | ) | |
| – | |
| |
| | | |
| | |
Net loss from continuing operations | |
$ | (4,900,941 | ) | |
$ | (3,676,991 | ) |
| |
| | | |
| | |
Discontinued operations | |
| | | |
| | |
Net gain (loss) from discontinued operations | |
| – | | |
| – | |
| |
| | | |
| | |
Loss before income taxes | |
| (4,900,941 | ) | |
| (3,676,991 | ) |
| |
| | | |
| | |
Income taxes | |
| – | | |
| (909 | ) |
| |
| | | |
| | |
Net Loss | |
| (4,900,941 | ) | |
| (3,677,900 | ) |
| |
| | | |
| | |
Less: Loss attributable to non-controlling interest | |
$ | (150,311 | ) | |
$ | (372,854 | ) |
| |
| | | |
| | |
Net Loss attributable to the Company | |
$ | (4,750,630 | ) | |
$ | (3,305,046 | ) |
| |
| | | |
| | |
Basic and dilutive net loss from operations per share |
|
$ |
(0.00 |
) |
|
$ |
(0.03 |
) |
| |
| | | |
| | |
Weighted average number of common shares outstanding, basic and diluted |
|
|
2,007,249,294 |
|
|
|
131,965,747 |
|
See accompanying notes to consolidated financial statements
TRANS-PACIFIC AEROSPACE COMPANY, INC.
Consolidated Statement of Stockholders' Equity (Deficit)
| |
Preferred Stock | | |
Common Stock | | |
Additional Paid-In | | |
Common Stock To Be | | |
Non Controlling | | |
Accumulated | | |
| |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Issued | | |
Interest | | |
Deficit | | |
Total | |
Balances, October 31, 2013 | |
| – | | |
$ | – | | |
| 100,790,659 | | |
$ | 100,790 | | |
$ | 12,157,394 | | |
$ | 137,693 | | |
$ | (116,553 | ) | |
$ | (12,759,304 | ) | |
$ | (479,980 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock issued for cash | |
| | | |
| | | |
| 31,987,382 | | |
| 31,987 | | |
| 509,613 | | |
| | | |
| | | |
| | | |
| 541,600 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock issued in lieu of finders fees | |
| | | |
| | | |
| 9,413,380 | | |
| 9,413 | | |
| (9,413 | ) | |
| | | |
| | | |
| | | |
| – | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock issued for services & compensation | |
| | | |
| | | |
| 20,893,566 | | |
| 20,894 | | |
| 928,785 | | |
| | | |
| | | |
| | | |
| 949,679 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Acquisition of ownership interest in Godfrey | |
| | | |
| | | |
| 800,000 | | |
| 800 | | |
| 72,800 | | |
| (73,600 | ) | |
| – | | |
| | | |
| – | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock issued upon conversion of notes payable | |
| | | |
| | | |
| 15,562,444 | | |
| 15,562 | | |
| 143,351 | | |
| | | |
| | | |
| | | |
| 158,913 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Amortization of stock options | |
| | | |
| | | |
| | | |
| | | |
| 926,956 | | |
| | | |
| | | |
| | | |
| 926,956 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Imputed interest | |
| | | |
| | | |
| | | |
| | | |
| 18,200 | | |
| | | |
| | | |
| | | |
| 18,200 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Note discount | |
| | | |
| | | |
| | | |
| | | |
| 82,500 | | |
| | | |
| | | |
| | | |
| 82,500 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Forgiveness of payables to officer | |
| | | |
| | | |
| | | |
| | | |
| 631,600 | | |
| | | |
| | | |
| | | |
| 631,600 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Loss on Minority interest | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (372,854 | ) | |
| | | |
| (372,854 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss from continuing operations for the year ended October 31, 2014 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (3,305,046 | ) | |
| (3,305,046 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balances, October 31, 2014 | |
| – | | |
$ | – | | |
| 179,447,431 | | |
$ | 179,447 | | |
$ | 15,461,785 | | |
$ | 64,093 | | |
$ | (489,407 | ) | |
$ | (16,064,350 | ) | |
$ | (848,432 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock converted to preferred stock | |
| 767 | | |
| 1 | | |
| (759,817,144 | ) | |
| (759,817 | ) | |
| 759,817 | | |
| | | |
| | | |
| | | |
| 1 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Preferred stock issued for services & compensation | |
| 1,203 | | |
| 1 | | |
| | | |
| | | |
| 644,999 | | |
| – | | |
| | | |
| | | |
| 645,000 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock issued for cash | |
| | | |
| | | |
| 228,000,000 | | |
| 228,000 | | |
| (18,000 | ) | |
| – | | |
| | | |
| | | |
| 210,000 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Preferred stock issued for cash | |
| 250 | | |
| – | | |
| | | |
| | | |
| 300,000 | | |
| 22,000 | | |
| | | |
| | | |
| 322,000 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Stocks issued in lieu of finders fees | |
| 725 | | |
| 1 | | |
| 57,019,761 | | |
| 57,020 | | |
| (57,021 | ) | |
| | | |
| | | |
| | | |
| – | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock issued for services & compensation | |
| | | |
| | | |
| 387,000,000 | | |
| 387,000 | | |
| 38,000 | | |
| | | |
| | | |
| | | |
| 425,000 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock issued upon conversion of notes payable | |
| | | |
| | | |
| 3,737,696,430 | | |
| 3,737,696 | | |
| (3,355,618 | ) | |
| | | |
| | | |
| | | |
| 382,078 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Conversion of derivative liability to common stock | |
| | | |
| | | |
| | | |
| | | |
| 540,586 | | |
| | | |
| | | |
| | | |
| 540,586 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Amortization of stock options | |
| | | |
| | | |
| | | |
| | | |
| 2,760,000 | | |
| | | |
| | | |
| | | |
| 2,760,000 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Imputed interest | |
| | | |
| | | |
| | | |
| | | |
| 18,200 | | |
| | | |
| | | |
| | | |
| 18,200 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Note discount | |
| | | |
| | | |
| | | |
| | | |
| 50,000 | | |
| | | |
| | | |
| | | |
| 50,000 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Loss on Minority interest | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (150,311 | ) | |
| | | |
| (150,311 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss from continuing operations for the year ended October 31, 2015 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (4,750,630 | ) | |
| (4,750,630 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balances, October 31, 2015 | |
| 2,945 | | |
$ | 3 | | |
| 3,829,346,478 | | |
$ | 3,829,346 | | |
$ | 17,142,748 | | |
$ | 86,093 | | |
$ | (639,718 | ) | |
$ | (20,814,980 | ) | |
$ | (396,508 | ) |
See accompanying notes to consolidated financial statements
TRANS-PACIFIC AEROSPACE COMPANY, INC.
Consolidated Statements of Cash Flows
| |
For the Years Ended October 31, |
|
| |
2015 | | |
|
2014 |
|
Cash flows from operating activities: | |
| | | |
| | |
Net Loss | |
$ | (4,900,941 | ) | |
$ | (3,677,900 | ) |
Adjustments to reconcile net loss to net cash used in operating
activities: | |
| | | |
| | |
Stock based compensation | |
| 3,830,000 | | |
| 1,876,635 | |
Amortization of debt discount | |
| 298,309 | | |
| 139,308 | |
Imputed interest expense | |
| 18,200 | | |
| 18,200 | |
Change in fair value of derivative liabilities | |
| (424,822 | ) | |
| 152,891 | |
Derivative expense | |
| 486,359 | | |
| – | |
Interest converted to common stock | |
| 17,014 | | |
| – | |
Depreciation expense | |
| 1,204 | | |
| 1,204 | |
Contribution of officer salaries | |
| – | | |
| 350,000 | |
Forgiveness of payable to officer | |
| – | | |
| 281,600 | |
Change in operating assets and liabilities: | |
| | | |
| | |
Accounts payable and accrued expenses | |
| (48,299 | ) | |
| (77,499 | ) |
Accrued interest payable | |
| (5,055 | ) | |
| (185 | ) |
Net cash used in operating activities | |
| (728,031 | ) | |
| (935,746 | ) |
| |
| | | |
| | |
Cash flows from financing activities: | |
| | | |
| | |
Common stock issued for cash | |
| 210,000 | | |
| 541,600 | |
Preferred stock sold for cash | |
| 322,000 | | |
| – | |
Convertible note issued for cash | |
| 210,500 | | |
| 500,834 | |
Repayment of convertible notes | |
| (48,000 | ) | |
| (117,755 | ) |
Other payables - related parties | |
| (9,725 | ) | |
| 33,700 | |
Net cash provided by financing activities | |
| 684,775 | | |
| 958,379 | |
| |
| | | |
| | |
Net increase / (decrease) in cash | |
| (43,256 | ) | |
| 22,633 | |
Cash, beginning of the period | |
| 50,089 | | |
| 27,456 | |
| |
| | | |
| | |
Cash, end of the period | |
$ | 6,833 | | |
$ | 50,089 | |
| |
| | | |
| | |
Supplemental cash flow disclosure: | |
| | | |
| | |
Interest paid | |
$ | – | | |
$ | 26,804 | |
Income taxes paid | |
$ | – | | |
$ | – | |
| |
| | | |
| | |
Supplemental disclosure of non-cash transactions: | |
| | | |
| | |
Common stock issued for payment on | |
| | | |
| | |
outstanding liabilities | |
$ | 49,892 | | |
$ | 51,000 | |
notes payable | |
$ | 382,078 | | |
$ | 152,764 | |
Conversion of derivative liability to common stock | |
$ | 540,586 | | |
$ | – | |
Stocks issued for finders fees | |
$ | 57,021 | | |
$ | 9,413 | |
Common stock issued for common stock payable | |
$ | – | | |
$ | 73,600 | |
Beneficial conversion feature of convertible note payable | |
$ | – | | |
$ | 82,500 | |
Derivative liabilities | |
$ | – | | |
$ | 59,779 | |
See accompanying notes to consolidated financial statements
Trans-Pacific Aerospace Company, Inc.
Notes to Consolidated Financial Statements
October 31, 2015
NOTE 1 – BACKGROUND AND ORGANIZATION
Organization
The Company was incorporated in the State
of Nevada on June 5, 2007, as Gas Salvage Corp. for the purpose of engaging in the exploration and development of oil and gas.
In July 2008, the Company changed its name to Pinnacle Energy Corp. On February 1, 2010, the Company completed the acquisition
of the aircraft component part design, engineering and manufacturing assets of Harbin Aerospace Company, LLC (“HAC”).
The transaction was structured as a business combination. Following completion of the HAC acquisition, the Company’s Board
of Directors decided to dispose of the oil and gas business interests and focus on the aircraft component market. On February 10,
2010, the Company completed the sale of all of its oil and gas business interests in exchange for cancellation of all obligations
under an outstanding promissory note having a principal amount of $1,000,000. Pursuant to FASB standards, the Company has retro-actively
presented its oil and gas business as discontinued operations.
In March 2010, the Company changed its
name to Trans-Pacific Aerospace Company, Inc.
On July 27, 2008, the Company completed
a three-for-one stock split of the Company’s common stock. The share and per-share information disclosed within this Form
10-Q reflect the completion of this stock split.
On April 5, 2013, the Company entered into
Securities Purchase Agreements to purchase additional capital stock of Godfrey (China) Limited (“Godfrey”), the Company’s
25%-owned Hong Kong subsidiary engaged in the development of the production facility in Guangzhou, China. On June 21, 2013, upon
closing of the transactions under the Securities Purchase Agreements, the Company increased its ownership of Godfrey from 25% to
55%.
Business Overview
The Company’s aircraft component
business commenced on February 1, 2010. To date, its operations have focused on product design and engineering. The
Company has recently commenced commercial manufacture or sales of its products.
The Company designs, manufactures and
sells aerospace quality component parts for commercial and military aircraft, space vehicles, power plants and surface and
undersea vessels. These parts have applications in both newly constructed platforms and as spares for existing platforms. The
Company’s initial products are self-lubricating spherical bearings that help with several flight-critical tasks,
including aircraft flight controls and landing gear.
Going Concern
The Company's financial statements are
prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States
of America, and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of
liabilities in the normal course of business. The Company incurred a net loss from operations of $4,750,630 during the year ended
October 31, 2015, and an accumulated deficit of $20,814,980 at October 31, 2015. The Company has not yet established an ongoing
source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The ability of the Company
to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes
profitable. If the Company is unable to obtain adequate capital, it could be forced to cease development of operations.
Management’s plans to continue as
a going concern include raising additional capital through sales of common stock and/or a debt financing. However, management cannot
provide any assurances that the Company will be successful in accomplishing any of its plans.
The Company anticipates that losses will
continue until such time, if ever, that the Company is able to generate sufficient revenues to support its operations. The accompanying
financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis of Presentation
The Company maintains its accounting records
on an accrual basis in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).
Consolidation
Accounting policies
used by the Company and the Company’s subsidiaries conform to US GAAP. Significant policies are discussed below. The Company’s
consolidated accounts include the Company’s accounts and the accounts of the Company’s subsidiaries of which we own
a 50% interest or greater.
These consolidated
financial statements include the accounts of the parent company Trans-Pacific Aerospace Company, Inc., and the majority owned subsidiary:
Godfrey. All intercompany transactions have been eliminated.
Non-controlling
interests
The Company accounts
for changes in our controlling interests of subsidiaries according to Accounting Codification Standards 810 – Consolidations (“ASC
810”). ASC 810 requires that the Company record such changes as equity transactions, recording no gain or loss on such a
sale.
The Company’s
non-controlling interest arises from the purchase of equity in Godfrey. It represents the portion of Godfrey that is not owned.
ASC 810 requires that the Company account for the equity and income or loss on that operation separately from the Company’s
other activities. In the equity section of the Consolidated Balance Sheet, the Company presents the portion of the negative equity
attributable to non-controlling interests in Godfrey. In the Consolidated Statement of Operations, the Company presents the portion
of current period net loss in Godfrey attributable to non-controlling interests.
Use of Estimates
The preparation of the financial statements
in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial
statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash
and cash equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances
at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC") up to
$250,000. There were no cash equivalents at October 31, 2015 and 2014.
Concentration
of Credit Risk
Financial
instruments and related items, which potentially subject the Company to concentrations of credit risk, are cash and cash equivalents.
The Company places its cash and temporary cash investments with credit quality institutions. At times, such investments may be
in excess of FDIC insurance limits.
Impairment of Long-Lived Assets
The Company has adopted Financial Accounting
Standards Board (FASB) Accounting Standards Codification (ASC) 360-10, Property, Plant and Equipment FASB ASC 360-10 requires that
long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long-lived
assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include
significant unfavorable changes in business conditions, recurring losses or a forecasted inability to achieve break-even operating
results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted
cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates
of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to
be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell.
Indefinite-lived Intangible Assets
The Company has an indefinite-lived intangible
asset (goodwill) relating to purchased blueprints, formulas, designs and processes for manufacturing and production of self-lubricated
spherical bearings, bushings and rod-end bearings. The indefinite-lived intangible asset is not amortized; rather, it is tested
for impairment at least annually by comparing the carrying amount of the asset with the fair value. An impairment loss is recognized
if the carrying amount is greater than fair value.
Fair Value of Financial Instruments
The Company adopted FASB ASC 820 on October
1, 2008. Under this FASB, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation
framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements
and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50
details the disclosures that are required for items measured at fair value.
The Company has various financial instruments
that must be measured under the new fair value standard including: cash and debt. The Company currently does not have non-financial
assets or non-financial liabilities that are required to be measured at fair value on a recurring basis. The Company’s financial
assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:
Level 1 - Inputs are unadjusted
quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement
date. The fair value of the Company’s cash is based on quoted prices and therefore classified as Level 1.
Level 2 - Inputs include quoted
prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets
that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield
curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means
(market corroborated inputs).
Level 3 - Unobservable inputs
that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.
Cash, accounts payable, other payables, and accrued expenses
reported on the balance sheet are estimated by management to approximate fair market value due to their short term nature.
The following tables provide a summary of the fair values of
assets and liabilities:
| |
| | |
Fair Value Measurements at | |
| |
| | |
October 31, 2015 | |
| |
| Carrying | | |
| | | |
| | | |
| | |
| |
| Value | | |
| | | |
| | | |
| | |
| |
| October 31, | | |
| | | |
| | | |
| | |
| |
| 2015 | | |
| Level 1 | | |
| Level
2 | | |
| Level
3 | |
Liabilities: | |
| | | |
| | | |
| | | |
| | |
Convertible notes payable, net | |
$ | 8,333 | | |
$ | – | | |
$ | – | | |
$ | 8,333 | |
Convertible notes payable – currently in default | |
$ | 260,000 | | |
$ | – | | |
$ | – | | |
$ | 260,000 | |
| |
| | |
Fair Value Measurements at | |
| |
| | |
October 31, 2014 | |
| |
| Carrying | | |
| | | |
| | | |
| | |
| |
| Value | | |
| | | |
| | | |
| | |
| |
| October 31, | | |
| | | |
| | | |
| | |
| |
| 2014 | | |
| Level 1 | | |
| Level 2 | | |
| Level 3 | |
Liabilities: | |
| | | |
| | | |
| | | |
| | |
Convertible notes payable, net | |
$ | 233,747 | | |
$ | – | | |
$ | – | | |
$ | 233,747 | |
Convertible notes payable – currently in default | |
$ | 260,000 | | |
$ | – | | |
$ | – | | |
$ | 260,000 | |
Derivative liabilities | |
$ | 207,891 | | |
$ | – | | |
$ | – | | |
$ | 207,891 | |
The Company believes that the market rate
of interest as of October 31, 2015 and 2014 was not materially different to the rate of interest at which the convertible notes
payable were issued. Accordingly, the Company believes that the fair value of the convertible notes payable approximated their
carrying value at October 31, 2015 and 2014 due to short term maturity.
Income
Taxes
The Company accounts for income taxes under
standards issued by the FASB. Under those standards, deferred tax assets and liabilities are recognized for future tax benefits
or consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities
and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided
for significant deferred tax assets when it is more likely than not that such assets will not be realized through future operations.
The accounting guidance for uncertainties
in income tax prescribes a comprehensive model for the financial statement recognition, measurement, presentation, and disclosure
of uncertain tax positions taken or expected to be taken in income tax returns. The Company recognizes a tax benefit from an uncertain
tax position in the consolidated financial statements only when it is more likely than not that the position will be sustained
upon examination, including resolution of any related appeals or litigation processes, based on the technical merits and a consideration
of the relevant taxing authority’s widely understood administrative practices and precedents.
Equipment
Equipment is recorded at cost and depreciated
using straight line methods over the estimated useful lives of the related assets. The Company reviews the carrying value of long-term
assets to be held and used when events and circumstances warrant such a review. If the carrying value of a long-lived asset is
considered impaired, a loss is recognized based on the amount by which the carrying value exceeds the fair market value. Fair market
value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. The cost
of normal maintenance and repairs is charged to operations as incurred. Major overhaul that extends the useful life of existing
assets is capitalized. When equipment is retired or disposed, the costs and related accumulated depreciation are eliminated and
the resulting profit or loss is recognized in income. As of October 31, 2015, the useful lives of the office equipment ranged from
five years to seven years.
Issuance of Shares for Non-Cash Consideration
to Non-Employees
The Company accounts for the issuance of
equity instruments to acquire goods and/or services based on the fair value of the goods and services received or the fair value
of the equity instrument at the time of issuance, whichever is more readily determinable. The Company's accounting policy for equity
instruments issued to consultants and vendors in exchange for goods and services follows the provisions of standards issued by
the FASB. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the
date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor's
performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized
over the term of the consulting agreement.
Stock-Based
Compensation
Stock-based compensation cost to employees
is measured by the Company at the grant date, based on the fair value of the award, over the requisite service period under ASC
718. For options issued to employees, the Company recognizes stock compensation costs utilizing the fair value methodology over
the related period of benefit.
Beneficial Conversion Features
From time to time, the Company may issue
convertible notes that may contain an embedded beneficial conversion feature. A beneficial conversion feature exists on the date
a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess
of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the
fair value of the warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is
recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest
expense over the life of the note using the effective interest method.
Net Loss Per Share
The Company adopted the standard issued
by the FASB, which requires presentation of basic earnings or loss per share and diluted earnings or loss per share. Basic income
(loss) per share (“Basic EPS”) is computed by dividing net income (loss) available to common stockholders by the weighted
average number of common shares outstanding during the period. Diluted earnings per share (“Diluted EPS”) are similarly
calculated using the treasury stock method except that the denominator is increased to reflect the potential dilution that would
occur if dilutive securities at the end of the applicable period were exercised. There were convertible notes, 2,845 shares of
convertible preferred stock, 2,000,000 Series A Warrants, 2,000,000 Series B Warrants and options for 140,666,667 shares outstanding
as of October 31, 2015 that are not included in the calculation of Diluted EPS as their impact would be anti-dilutive.
| |
For the Years Ended October 31, | |
| |
2015 | | |
2014 | |
| |
| | |
| |
Net loss attributable to the Company | |
$ | (4,750,630 | ) | |
| (3,305,046 | ) |
| |
| | | |
| | |
Basic and diluted net loss from operations per share | |
$ | (0.00 | ) | |
| (0.03 | ) |
| |
| | | |
| | |
Weighted average number of common shares outstanding, basic and diluted | |
| 2,007,249,294 | | |
| 131,965,747 | |
| |
| | | |
| | |
Recently Adopted and Recently Enacted
Accounting Pronouncements
In June 2014, the FASB issued ASU 2014-10,
Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction
of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information
on the statements of operations, cash flows and stockholders' equity. The amendments in ASU 2014-10 will be effective prospectively
for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early
adoption is permitted. The Company adopted ASU 2014-10 during the quarter ended May 31, 2014, thereby no longer presenting or disclosing
any information required by Topic 915.
The Company reviewed all recent accounting
pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC and they did not or are not
believed by management to have a material impact on the Company's present or future financial statements.
In August 2014, the FASB issued the FASB
Accounting Standards Update No. 2014-15 “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure
of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).
In connection with preparing financial
statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions
or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern
within one year after the date that the financial statements are issued (or within one year after the date that the financial statements
are available to be issued when applicable). Management’s evaluation should be based on relevant conditions and events that
are known and reasonably knowable at the date that the financial statements are issued (or at the date that the financial statements
are available to be issued when applicable). Substantial doubt about an entity’s ability to continue as a going concern exists
when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to
meet its obligations as they become due within one year after the date that the financial statements are issued (or available to
be issued). The term probable is used consistently with its use in Topic 450, Contingencies.
When management identifies conditions or
events that raise substantial doubt about an entity’s ability to continue as a going concern, management should consider
whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt. The mitigating
effect of management’s plans should be considered only to the extent that (1) it is probable that the plans will be effectively
implemented and, if so, (2) it is probable that the plans will mitigate the conditions or events that raise substantial doubt about
the entity’s ability to continue as a going concern.
If conditions or events raise substantial
doubt about an entity’s ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration
of management’s plans, the entity should disclose information that enables users of the financial statements to understand
all of the following (or refer to similar information disclosed elsewhere in the footnotes):
|
a. |
Principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans) |
|
|
|
|
b. |
Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations |
|
c. |
Management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern. |
If conditions or events raise substantial
doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration
of management’s plans, an entity should include a statement in the footnotes indicating that there is substantial doubt about
the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued
(or available to be issued). Additionally, the entity should disclose information that enables users of the financial statements
to understand all of the following:
|
a. |
Principal conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern |
|
|
|
|
b. |
Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations |
|
c. |
Management’s plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. |
The amendments in this Update are effective
for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application
is permitted.
In February, 2015, the FASB issued ASU
No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. ASU 2015-02 provides guidance on the consolidation
evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities such
as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized
loan obligations, and mortgage-backed security transactions). ASU 2015-02 is effective for periods beginning after December 15,
2015. The adoption of ASU 2015-02 is not expected to have a material effect on the Company’s consolidated financial statements.
Early adoption is permitted.
In August,
2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. The
amendments in this Update defer the effective date of ASU No. 2014-09 for all entities by one year. Public business entities,
certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU No. 2014-09 to annual reporting
periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application
is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within
that reporting period.
Other recent accounting pronouncements
issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the
United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s
present or future consolidated financial statements.
NOTE
3 – PROPERTY AND EQUIPMENT
As of October 31, 2015 and 2014, the Company
had office equipment of $3,704 and 4,908, net of accumulated depreciation of $4,702 and $3,498, respectively. For the years ended
October 31, 2015 and 2014, the Company recorded depreciation expense of $1,204 and $1,204, respectively.
NOTE 4 - RELATED PARTY TRANSACTIONS
Due to lack of sufficient funding to maintain
the Company’s operations, the Company’s officers and directors loaned money to the Company for short term cash flow
needs. As of October 31, 2015 and 2014, Mr. Peter Liu had payables due to him from Godfrey of $60,000 and $60,000; respectively;
Mr. Kevin Gould had payables due to him of $0 and $9,000; respectively. The Company had receivables due from HAC amounted to $1,025
and $300 at October 31, 2015 and 2014, respectively.
During the year ended October 31, 2014,
Mr. McKay, the CEO of the Company, waived $350,000 of the salaries owed to him which was treated as a capital contribution increasing
additional paid in capital by $350,000.
During the year ended October 31, 2014,
Mr. McKay also forgave $281,600 of the outstanding amount owed to him which was treated as a capital contribution increasing additional
paid in capital by $281,600.
NOTE 5 – CONVERTIBLE NOTES PAYABLE
As part of the acquisition of HAC, the
Company assumed $260,000 of obligations under a convertible note. The convertible note assumed by the Company does not bear interest
and became payable on March 12, 2011. The note is convertible into shares of the Company’s common stock at an initial conversion
price of $0.25 per share. The conversion price is subject to adjustment for stock splits and combinations; certain dividends and
distributions; reclassification, exchange or substitution; reorganization, merger, consolidation or sales of assets. As the convertible
note does not bear interest, the Company recorded the present value of the convertible note obligation at $239,667 and accordingly
recorded a convertible note payable for $260,000 and a corresponding debt discount of $20,333. Under the effective interest method,
the Company accretes the note obligation to the face amount of the convertible note over the remaining term of the note. The discount
was fully amortized at March 12, 2011. Debt discount expense totaled $7,452 and $12,880 for the years ended October 31, 2011 and
2010 respectively. The Company performed an evaluation and determined that the anti-dilution clause did not require derivative
treatment. On September 16, 2011, the Company entered into an agreement with the note holder to extend the maturity date of the
note. Pursuant to the agreement, the entire outstanding amount became fully due and payable on December 31, 2011. The note is now
currently in default. For the years ended October 31, 2015 and 2104, the Company recorded imputed interest of $18,200 and $18,200,
respectively.
During the year ended October 31, 2014,
we entered into Securities Purchase Agreements with various accredited and sophisticated investors, pursuant to which we sold Convertible
Promissory Notes with interest rates ranging from 8% to 12%, in the original principal amount of $325,000 (the “Notes”).
The Notes have maturity date of six months or one year from the issuance date and are convertible into our common stock, at any
time after 180 days, at a price for each share of common stock equal to 50% to 60% of the lowest closing bid price of the common
stock as reported on the National Quotation Bureau OTCQB exchange, based on formulas specified in the agreements.
The issuances of the Notes were exempt
from the registration requirements of the Securities Act of 1933 pursuant to Rule 506 of Regulation D promulgated thereunder. The
purchasers were accredited and sophisticated investors, familiar with our operations, and there was no solicitation.
The Company analyzed the conversion option
of the Notes for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that
the instrument should be classified as liabilities once the conversion option becomes effective after 180 days due to there being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion options for the Notes issued.
During the year ended October 31, 2014, the Company repaid $112,500 of the principal amount of the Notes.
During the six months ended April 30, 2015,
six of the above convertible notes with total principal amount of $212,500 reached the 180 days and the conversion options became
derivative liabilities. Using the Black-Scholes Model, the Company calculated the fair value of the conversion options and recorded
derivative liabilities on the 180 day and April 30, 2015. The change in fair value was recorded as derivative expenses.
On June 13, 2014, we entered into Securities
Purchase Agreements with Tangiers Investment Group LLC, pursuant to which we sold a 10% Convertible Promissory Note, in the original
principal amount of $55,000 (the “Tangiers Note”). The Tangiers Note has a maturity date of June 13, 2015 and is convertible
into our common stock, at any time at a price for each share of common stock equal to 60% of the lowest closing bid price of the
common stock as reported on the National Quotation Bureau OTCQB exchange, based on a formula specified in the agreement.
On November 25, 2014, we entered into Securities
Purchase Agreements with Tangiers Investment Group LLC, pursuant to which we sold a 10% Convertible Promissory Note, in the original
principal amount of $27,500 (the “Tangiers Note 2”). The Tangiers Note 2 has a maturity date of November 25, 2015 and
is convertible into our common stock, at any time at a price for each share of common stock equal to 60% of the lowest closing
bid price of the common stock as reported on the National Quotation Bureau OTCQB exchange, based on a formula specified in the
agreement.
The issuance of the Tangiers Note 2 was
exempt from the registration requirements of the Securities Act of 1933 pursuant to Rule 506 of Regulation D promulgated thereunder.
The purchaser was accredited and sophisticated investors, familiar with our operations, and there was no solicitation.
The Company analyzed the conversion option
of the Tangiers Notes for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined
that the instrument should be classified as liabilities due to there being no explicit limit to the number of shares to be delivered
upon settlement of the above conversion options for the Tangiers Notes issued. The Company then calculated the fair value of the
conversion option and recorded derivative liability on the issuance date and the subsequent period end dates.
On November 10, 2014, we entered into Securities
Purchase Agreements with Auctus Private Equity Funds, LLC, pursuant to which we sold an 8% Convertible Promissory Note, in the
original principal amount of $40,000 (the “Auctus Note”). The Auctus Note has a maturity date of November 10, 2015
and is convertible into our common stock, at any time at a price for each share of common stock equal to 55% of the average of
the lowest three (3) trading prices of the common stock as reported on the National Quotation Bureau OTCQB exchange, based on a
formula specified in the agreement.
The issuance of the Auctus Note was exempt
from the registration requirements of the Securities Act of 1933 pursuant to Rule 506 of Regulation D promulgated thereunder. The
purchaser was accredited and sophisticated investors, familiar with our operations, and there was no solicitation.
The Company analyzed the conversion option
of the Auctus Note for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined
that the instrument should be classified as liabilities due to there being no explicit limit to the number of shares to be delivered
upon settlement of the above conversion options for the Auctus Note issued. The Company then calculated the fair value of the conversion
option and recorded derivative liability on the issuance date and the subsequent period end dates.
On February 23, 2015, we entered into Securities
Purchase Agreements with KBM Worldwide, Inc., pursuant to which we sold an 8% Convertible Promissory Note, in the original principal
amount of $48,000 (the “KBM Note”). The KBM Note has a maturity date of October 9, 2015 and is convertible into our
common stock, at any time after 180 days, at a price for each share of common stock equal to 55% of the average of the lowest
three (3) trading prices during the ten trading days prior to the conversion date of the common stock as reported on the National
Quotation Bureau OTCQB exchange, based on a formula specified in the agreement.
The issuance of the KBM Note was exempt
from the registration requirements of the Securities Act of 1933 pursuant to Rule 506 of Regulation D promulgated thereunder. The
purchaser was accredited and sophisticated investors, familiar with our operations, and there was no solicitation.
The Company analyzed the conversion option
of the KBM Note for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that
the instrument should be classified as liabilities once the conversion option becomes effective after 180 days due to there being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion options for the Notes issued.
In March and April 2015, we entered
into Securities Purchase Agreements with various accredited and sophisticated investors, pursuant to which we sold 8%
Convertible Promissory Notes, in the original principal amount of $45,000 (the “New Note”). The New Notes have
maturity dates of June 12 and October 24, 2015 and are convertible into our common stock, at any time at a price for each
share of common stock equal to 55% or 60% of the lowest closing price of the common stock as reported on the National
Quotation Bureau OTCQB exchange, based on a formula specified in the agreements.
The issuances of the New Notes were exempt
from the registration requirements of the Securities Act of 1933 pursuant to Rule 506 of Regulation D promulgated thereunder. The
purchasers were accredited and sophisticated investors, familiar with our operations, and there was no solicitation.
The Company analyzed the conversion option
of the New Notes for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined
that the instrument should be classified as liabilities due to there being no explicit limit to the number of shares to be delivered
upon settlement of the above conversion options for the New Notes issued. The Company then calculated the fair value of the conversion
option and recorded derivative liability on the issuance date and the subsequent period end dates.
In September 2015, the Company entered
into a Securities Purchase Agreement with Apollo Capital Corp, pursuant to which we sold a 12% Convertible Promissory Note, in
the original principal amount of $50,000 (the “Apollo Note”). The Apollo Note has maturity date of March 29, 2016 and
are convertible into our common stock, at any time after 180 days, at a price for each share of common stock equal to 40% of the
lowest closing price of the common stock as reported on the National Quotation Bureau OTCQB exchange, based on a formula specified
in the agreements.
The issuance of the Apollo Note was exempt
from the registration requirements of the Securities Act of 1933 pursuant to Rule 506 of Regulation D promulgated thereunder. The
purchaser was accredited and sophisticated investors, familiar with our operations, and there was no solicitation.
The Company analyzed the conversion option
of the Apollo Note for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined
that the instrument should be classified as liability once the conversion option becomes effective after 180 days due to there
being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options for the Notes issued.
During the years ended October 31, 2015,
$382,078 of the convertible notes was converted to 3,737,696,430 shares of the Company’s common stock.
For the years ended October 31, 2015 and
2014, the Company recorded derivative expense of $486,359 and $0, respectively. As of October 31, 2015 and 2014, the derivative
liability amounted to $0 and $207,891, respectively. Fair value of derivative liabilities was calculated based on the following
assumptions:
| |
For the year ended | | |
For the year ended | |
| |
October 31, 2015 | | |
October 31, 2014 | |
Market Price: | |
| $0.0004 -- $0.03 | | |
| $0.014 -- $0.04 | |
Exercise Price: | |
| $0.0002 -- $0.015 | | |
| $0.003 -- $0.018 | |
Term: | |
| 0.15 -- 1 year | | |
| 0.5 -- 1 year | |
Volatility: | |
| 128% -- 350% | | |
| 128% -- 240% | |
Dividend Yield: | |
| 0 | | |
| 0 | |
Risk Free Interest Rate: | |
| 0.03% -- 0.07% | | |
| 0.03% -- 0.15% | |
As of October 31, 2015 and 2014, the outstanding
amount of the convertible notes were $8,333 and $233,747, net of discount of $41,667 and $33,753, respectively.
NOTE 6 - COMMITMENTS AND CONTINGENCIES
Consulting Agreements
The Company has entered into consulting
agreements for services to be provided to the Company in the ordinary course of business. These agreements call for expense reimbursement
and various payments upon performance of services.
Employment Agreements
On February 1, 2010, the Company entered
into an Employment Agreement with William McKay. Under the agreement, Mr. McKay will receive a base salary of $180,000, plus an
initial bonus of 1,200,000 shares of the Company’s common stock (to be issued in 300,000 share blocks on a quarterly basis).
The shares were valued based on the closing stock price on the date of the agreement. The initial term of the Employment Agreement
expired on January 31, 2011 and automatically renewed for an additional one-year term. The agreement ended January 31, 2013 and
Mr. McKay agreed to continue serve as the Company’s CEO without base salary. During the years ended October 31, 2014 and
2013, Mr. McKay waived $350,000 and $47,200 of the salaries owed to him which was treated as a capital contribution increasing
additional paid in capital by $350,000 and $47,200, respectively.
As of October 31, 2015 and 2014, the total
accrued salaries owed to Mr. McKay were $0.
Lease Agreement
In October 2010, the Company entered into
a lease of its administrative offices. The lease expired November 30, 2012 and currently calls for monthly rental payments of $970
pursuant to a month to an annual agreement.
NOTE 7 – CAPITAL STOCK TRANSACTIONS
Preferred Stock
The Company is authorized to issue up to
5,000,000 shares of its $0.001 preferred stock.
In June 2015, the Company designated 20,000
of the authorized preferred stock as convertible preferred stock with the following characteristics:
i. | | Each share of Preferred Stock would be convertible into 1,000,000 shares of Common
Stock at the Preferred Stock holders’ option, subject to restrictions regarding timing, volume and common share availability. |
ii. | | In shareholder votes, each share of Preferred Stock would have voting power equal
to 1,000,000 shares of Common Stock. |
During the year ended October 31, 2015,
759,817,144 shares of common stock were retired and converted to 767 shares of convertible preferred stock. In addition, the Company
issued 1,203 shares of convertible preferred stock to its employee and consultants for services rendered. These shares were value
at $645,000 based on closing price of the underlying common stock if converted.
In June 2015, the company entered into
various purchase agreements with accredited investors for the sale of 220 shares of its convertible preferred stock at a price
of $100 per share. Total cash proceeds from the sale of stock were $22,000 which was recorded as stock to be issued.
During the year ended October 31, 2015,
the company entered into various purchase agreements with an accredited investor for the sale of 478,000,000 shares of its common
stock at a price ranged from $0.00035 to $0.0012 per share. Total cash proceeds from the sale of stock during the year ended October
31, 2015, was $510,000. As of October 31, 2015, the Company issued 228,000,000 shares of common stock and 250 shares of preferred
stock in lieu of 250,000,000 shares of common stock. In connection with these stock purchase agreements, the Company issued 57,019,761
shares of common stock and 725 shares of preferred stock in lieu of finders’ fees, which represents stock offering costs.
Finders’ fees are treated as a reduction in paid in capital per current accounting guidance.
At October 31, 2015 and 2014, there were
2,945 and 0 shares issued and outstanding, respectively.
Common Stock
The Company is authorized to issue up to
4,500,000,000 shares of its $0.001 common stock.
At October 31, 2015 and 2014, there were
3,829,346,478 and 179,447,431 shares issued and outstanding, respectively.
Fiscal year 2014:
During the year ended October 31, 2014,
the Company issued a total of 2,000,000 shares of common stock to its Board of Directors for services. The shares were valued at
$86,000 based on the closing stock price on the date of the restricted stock grant.
During the year ended October 31, 2014,
the Company also issued total of 18,893,566 shares of common stock to consultants for services rendered. The shares were valued
at $863,679 based on the closing stock prices on the dates of the stock grants.
During the year ended October 31, 2014,
the Company entered into various purchase agreements with accredited investors for the sale of 31,987,382 shares of its common
stock at a price of $0.01 to $0.04 per share. Total cash proceeds from the sale of stock during the year ended October 31, 2014,
was $541,600. In connection with the these stock purchase agreements, the Company issued 9,413,380 shares of common stock in lieu
of finders’ fees, which represents stock offering costs. Finders’ fees are treated as a reduction in paid in capital
per current accounting guidance.
During the year ended October 31, 2014,
the Company issued 15,562,444 shares upon conversion of convertible notes amounted to $158,913.
Fiscal year 2015:
During the year ended October 31, 2015,
the Company issued 387,000,000 shares of common stock for legal and consulting services rendered. The shares were valued at $425,000
based on service invoice and the closing stock prices on the dates of the stock grants.
During the year ended October 31, 2015,
the company entered into various purchase agreements with an accredited investor for the sale of 478,000,000 shares of its common
stock at a price ranged from $0.00035 to $0.0012 per share. Total cash proceeds from the sale of stock during the year ended October
31, 2015, was $510,000. As of October 31, 2015, the Company issued 228,000,000 shares of common stock and 250 shares of preferred
stock in lieu of 250,000,000 shares of common stock. In connection with these stock purchase agreements, the Company issued 57,019,761
shares of common stock and 725 shares of preferred stock in lieu of finders’ fees, which represents stock offering costs.
Finders’ fees are treated as a reduction in paid in capital per current accounting guidance.
During the year ended October 31, 2015,
the Company also issued 3,737,696,430 shares upon conversion of convertible notes amounted to $382,078.
During the year ended October 31, 2015,
759,817,144 shares of common stock were retired and converted to 767 shares of convertible preferred stock.
Options and Warrants
A summary of option activity during
the years ended October 31, 2015 and 2014 are presented below:
| |
October 31, 2015 | | |
October 31, 2014 | |
| |
| | |
Weighted | | |
Weighted | | |
| | |
Weighted | | |
Weighted | |
| |
| | |
average | | |
average | | |
| | |
average | | |
average | |
| |
Number of | | |
exercise | | |
life | | |
Number of | | |
exercise | | |
life | |
| |
shares | | |
price | | |
(years) | | |
shares | | |
price | | |
(years) | |
| |
| | |
| | |
| | |
| | |
| | |
| |
Outstanding at beginning of year | |
| 52,666,667 | | |
$ | 0.08 | | |
| 6.24 | | |
| 52,666,667 | | |
$ | 0.08 | | |
| 10.42 | |
Granted | |
| 138,000,000 | | |
| 0.0146 | | |
| 10.00 | | |
| – | | |
| – | | |
| – | |
Exercised | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
Forfeited | |
| 50,000,000 | | |
| 0.08 | | |
| 6.24 | | |
| – | | |
| – | | |
| – | |
Cancelled | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
Expired | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Outstanding at end of period | |
| 140,666,667 | | |
$ | 0.0146 | | |
| 9.27 | | |
| 52,666,667 | | |
$ | 0.08 | | |
| 9.42 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Options exercisable at end of period | |
| 140,666,667 | | |
$ | 0.0146 | | |
| 9.27 | | |
| 31,166,667 | | |
$ | 0.15 | | |
| 6.24 | |
A summary of warrant activity during
the three months ended October 31, 2015 and 2014 are presented below:
| |
October 31, 2015 | | |
October 31, 2014 | |
| |
| | |
Weighted | | |
Weighted | | |
| | |
Weighted | | |
Weighted | |
| |
| | |
average | | |
average | | |
| | |
average | | |
average | |
| |
| | |
exercise | | |
remaining | | |
| | |
exercise | | |
remaining | |
| |
Number | | |
price | | |
contractual | | |
Number | | |
price | | |
contractual | |
| |
Outstanding | | |
per share | | |
life (years) | | |
Outstanding | | |
per share | | |
life (years) | |
Outstanding at beginning of year | |
| 4,000,000 | | |
$ | 0.75 | | |
| 6.39 | | |
| 4,000,000 | | |
$ | 0.75 | | |
| 7.39 | |
Granted | |
| – | | |
| – | | |
| – | | |
| | | |
| | | |
| | |
Exercised | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
Forfeited | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
Cancelled | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
Expired | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Outstanding at end of year | |
| 4,000,000 | | |
$ | 0.75 | | |
| 5.39 | | |
| 4,000,000 | | |
$ | 0.75 | | |
| 6.39 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Warrants exercisable at end of year | |
| – | | |
$ | – | | |
| – | | |
| – | | |
$ | – | | |
| – | |
In November 2014, the Company granted options
to all board members to purchase a total of 138,000,000 shares at an exercise price of $0.0146 per share of its common stock for
service rendered and to replace the old options. These options vests in 4 equal amounts on the grant date, 2/9/2015, 5/9/2015,
and 8/9/2015 and are exercisable within 10 years from the dates of vesting. The total estimated value using the Black-Scholes Model,
based on the following variables, was $2,760,000.
Market Price: | |
$ | 0.020 | |
Exercise Price: | |
$ | 0.015 | |
Term: | |
| 10 years | |
Volatility: | |
| 321% | |
Dividend Yield: | |
| 0 | |
Risk Free Interest Rate: | |
| 2.25% | |
For the year ended October 31, 2015,
$2,760,000 was amortized as stock based compensation.
NOTE 8 – SUBSEQUENT EVENTS
| · | In January 2016, 892,943,784 shares of common stock were retired and converted to 894 shares of
convertible preferred stock. |
| · | In January 2016, the Company issued 54 shares of convertible preferred stock as compensation to
consultants and employee for services rendered. |
| · | In February 2016, the Company paid off the $50,000 Apollo Note with accrued interest in cash. |
Item 9. |
Changes In and Disagreements with Accountants on Accounting and Financial Disclosures |
Not applicable.
Item 9A. |
Controls and Procedures |
Evaluation of Disclosure
Controls and Procedures
Our management, with
the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls
and procedures pursuant to Rule 15a-15 under the Securities Exchange Act of 1934. Based upon that evaluation, our
management, including our chief executive officer and chief financial officer, concluded that our disclosure controls and procedures
were not effective as of October 31, 2015 for the reasons described below.
Management’s
report on internal controls over financial reporting
Our management is
responsible for establishing and maintaining adequate internal controls over financial reporting, as defined under Rule 15a-15(f)
under the Securities Exchange Act of 1934. Management has assessed the effectiveness of our internal controls over financial
reporting as of October 31, 2015 based on the framework established in Internal Control - Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (“COSO”). Our internal control system was designed to provide
reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial
statements. An internal control material weakness is a significant deficiency, or aggregation of deficiencies, that does not reduce
to a relatively low level the risk that material misstatements in financial statements will be prevented or detected on a timely
basis by employees in the normal course of their work. Our management assessed the effectiveness of our internal control over financial
reporting as of October 31, 2015, and this assessment identified the following material weaknesses in our internal control
over financial reporting:
| · | Due to our small size, we do not maintain effective internal controls to assure segregation of duties as we have only one employee
who is responsible for initiating and approving of transactions, thereby creating the segregation of duties weakness; |
| · | Our board of directors does not have an audit committee or a financial expert to maintain effective oversight of our financial
reporting process; and |
| | |
| · | Lack of formal policies or procedures to provide assurance that relevant information is identified, captured, processed, and
reported in an appropriate and timely fashion. |
Based on that evaluation, management concluded
that our internal control over financial reporting was not effective as of October 31, 2015.
This annual
report does not include an attestation report of our registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to attestation by our registered public accounting firm
pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management’s report
in this annual report.
Changes in internal
control over financial reporting
There were no changes
in our internal control over financial reporting that occurred during the fourth quarter of fiscal 2015 that has materially affected,
or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. |
Other Information |
Not applicable.
PART III
Item 10. |
Directors, Executive Officers and Corporate Governance |
The names of our executive
officers and directors and their ages, titles and biographies as of the date of this report are set forth below:
Name |
|
Age |
|
Position |
William R. McKay |
|
61 |
|
Chairman of the Board of Directors, President, Chief Executive Officer and Chief Financial Officer |
Greg Archer |
|
61 |
|
Director |
Kevin Gould |
|
61 |
|
Director |
Clairmont Griffith |
|
54 |
|
Director |
Jason Wenig |
|
45 |
|
Director |
Mr. McKay has
served as our president, chief executive officer, chief financial officer and chairman of our board of directors since
February 1, 2010. Mr. McKay also serves as chief executive officer and a member of the board of managers of our 55%-owned
subsidiary, Godfrey (China) Limited. From March 2009 through February 2010, Mr. McKay was the founder and chief
executive officer of Harbin Aerospace Company, LLC, whose assets were acquired by us on February 1, 2010. Prior to
forming Harbin, Mr. McKay was an aerospace industry consultant involved in aerospace projects in China and other aspects of
the industry from 2008 to 2009. From 2006 to 2008, Mr. McKay served as chief operating officer for Acromil
Corporation, an aerospace structural component manufacturing company. Prior to Acromil, Mr. McKay served
from 1986 to 2006 in a variety of senior management roles with Southwest Products Company, a specialized engineering
consulting firm and designer and manufacturer of plain spherical bearings used primarily in aerospace, naval and
sophisticated commercial applications, most recently serving as a chief executive officer from 1991 to 2006. In May
2005, Southwest Products filed for protection under Chapter 11 of the U.S. Bankruptcy Code, which was converted to a Chapter
7 proceeding in July 2005. Mr. McKay was a personal guarantor of commercial loans by Southwest Products and upon
Southwest Products’ bankruptcy was forced to seek protection under Chapter 7 of the U.S. Bankruptcy Code in
July 2005. Mr. McKay received a bachelors of arts degree, a law degree and a masters of business administration
from the University of Southern California. He is a member of the California State Bar.
Mr. Archer has served
as a member of our board of directors since April 21, 2010. Mr. Archer has been engaged as a private investor since
March 2010. Prior to March 2010, Mr. Archer was employed by Northrop Grumman Corporation in a variety of management
positions over a 24 year period of time, most recently serving as director of procurement and global supply chain for the aerospace
systems sector of Northrup Grumman from December 2002 to March 2010. Mr. Archer is a graduate of California State Polytechnic
State University at Pomona.
Mr. Gould has served
as a member of our board of directors since August 27, 2010. Mr. Gould has been engaged as a private investor since July 2010.
Prior to July 2010, Mr. Gould served as chief executive officer of Piper Aircraft, Inc. from January 2009 to July 2010 and vice
president of operations of Piper Aircraft from 2005 to January 2009. Mr. Gould holds a masters of business administration from
Harvard University, a master of science in management from Stanford University's Sloan program, a law degree from University of
Southern California and a bachelors of arts degree from Washington State University.
Dr. Griffith has served
as a member of our board of directors since July 1, 2013. Dr. Griffith is an Assistant Professor at the Howard University
School of Medicine and is the Interim Chairman of the Department of Anesthesiology and chief of the Department of Perioperative
Services at Howard University Hospital Washington, District of Columbia, Since May, 2012.
Mr. Wenig
has served as a member of the board since February 13, 2016. Mr. Wenig is the CEO of the Creative Wrokshop, a
world-renowned classic car restoration, customization, performance and coachbuilding business in Dania Beach, Fla. Mr. Wenig,
has an undergraduate degree in psychology from Syracuse University and a Master’s degree in marketing from Baruch College,
Zicklin School of Business in New York City. He is an accomplished sailor, having raced for nearly a decade in the America’s
Cup classic league. In August of 2001, he won the world championships, in Cowes, Isle of Wight (UK), aboard the 1980 America’s
Cup-winning boat Freedom.
Our executive officers
are appointed by, and serve at the discretion of, our board of directors. There is no family relationship between any
of our executive officers or directors. Each of our directors has been elected to serve on our board of directors based
on their experience in the aerospace industry or Chinese based cross-border transactions.
Committee Interlocks and Insider Participation
No member of our
board of directors is employed by us except for Mr. McKay, who is presently employed as our president and chief
executive officer. None of our executive officers serve on the board of directors of another entity, whose executive officers
serves on the compensation committee of our board of directors. None of our officers or employees participated in
deliberations of our board of directors concerning executive officer compensation.
Code of Ethics
We have adopted a
code of ethics for our chief executive officer, principal financial officer and principal accounting officer or controller, and/or
persons performing similar functions, which is available on our website, under the link entitled “Code of Ethics”.
Audit Committee Financial Expert
We currently do not
have an audit committee of our board of directors. As a result, our board has not determined any of its members to be
audit committee financial experts.
Item 11. |
Executive Compensation |
Summary Compensation Table
The following table
sets forth the compensation awarded to, earned by or paid to, our chief executive officers during the fiscal year ended October
31, 2014 and 2013.
Name and Principal
Position(a) |
|
Year
(b) |
|
|
Salary
(c) |
|
|
Bonus
(d) |
|
|
Stock Awards
(e) |
|
|
Option Awards
(f) |
|
|
All Other Compensation
(g) |
|
|
Total
(h) |
|
William McKay, |
|
|
2015 |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
1,460,000 |
|
|
|
– |
|
|
|
1,460,000 |
|
CEO, CFO |
|
|
2014 |
|
|
|
– |
|
|
|
– |
|
|
|
20,000 |
|
|
|
57,296 |
|
|
|
– |
|
|
|
77,296 |
|
The dollar amounts
in columns (e) and (f) reflect the dollar amounts calculated in accordance with Financial Accounting Standards Board Accounting
Standards Codification Topic 718, Compensation- Stock Compensation (“FASB ASC Topic 718”), and, therefore, may not
necessarily reflect actual benefits received by the individuals. Assumptions used in the calculation of these amounts are
included in footnotes 2 and 7 to our audited consolidated financial statements for the fiscal year ended October 31, 2015
and 2014.
Narrative Disclosure
to Summary Compensation Table
William McKay
On February 1, 2010,
we entered into a written employment agreement with William McKay pursuant to which he serves as our chief executive officer and
chairman of the board for a term of one year ending on January 31, 2011, provided that the agreement shall be subject to automatic
renewals of additional one year terms unless either party notifies the other no later than July 31 of the then current term of
its intent to terminate the agreement. Pursuant to McKay’s employment agreement, he is entitled to:
| · | an annual salary of $180,000, subject to annual review by our board of directors; |
| · | a one-time bonus of 1.2 million shares of our common stock issuable in quarterly installments of 300,000 shares over the first
four quarters of the agreement; |
| · | four weeks annual paid vacation; |
| · | an annual bonus at the discretion of our board of directors; |
| · | participation in such medical, retirement and other benefit plans as we offer to our other senior executives; and |
| · | in the event of his termination by us without cause or by Mr. McKay for good reason (as such terms are defined in the agreement)
the payment of salary and continued plan benefits for the remainder of the one year term then in effect. |
On August 25, 2011,
upon Mr. McKay’s agreement to continue serving as our sole officer and chairman of the Board of Directors, the Board approved
that in addition to the above terms, Mr. McKay is also entitled to the following:
| · | 500,000 shares per year, same as other Board of Directors members; |
| · | Health insurance and car allowance of $1,700 per month; and |
| · | a one-time grant of a stock options to purchase 2,000,000 shares of our common stock at an exercise price of $0.15, vesting
over a three-year period and expiring on August 24, 2021. |
Since April, 2013,
Mr. McKay has waived the salaries owed to him.
Outstanding Equity Awards at October 31, 2015
Option Awards |
|
Name (a) |
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
(b) |
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
(c) |
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
(d) |
|
Option
Exercise
Price
(e) |
|
Option
Expiration
Date
(mm/dd/yyyy)
(f) |
|
|
William McKay |
|
73,000,000 |
|
- |
|
- |
|
$0.0146 |
|
11/9/2024 |
|
|
2015 Director Compensation Table
The following table
sets forth information concerning all cash and non-cash based compensation we paid to our directors during the fiscal year ended
October 31, 2015. In reviewing the table, please note:
|
· |
No information is provided for William McKay since all compensation paid to him for the 2015 fiscal year is included in the summary compensation table above. |
|
|
|
Name |
|
Fees Earned or Paid in Cash |
|
|
Stock Awards |
|
|
Option Awards |
|
|
Non-Equity Incentive Plan Compensation |
|
|
Nonqualified Deferred Compensation Earnings |
|
|
All Other Compensation |
|
|
Total |
|
(a) |
|
(b) |
|
|
(c) |
|
|
(d) |
|
|
(e) |
|
|
(f) |
|
|
(g) |
|
|
(h) |
|
Greg Archer |
|
|
|
|
|
|
|
|
|
|
220,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
220,000 |
|
Kevin Gould |
|
|
|
|
|
|
|
|
|
|
220,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
220,000 |
|
Jason Arnold |
|
|
|
|
|
|
|
|
|
|
180,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
180,000 |
|
Clairmont Griffith |
|
|
|
|
|
|
|
|
|
|
680,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
680,000 |
|
The dollar amounts
in columns (c) and (d) reflect the dollar amounts of the awards calculated in accordance with Financial Accounting Standards
Board Accounting Standards Codification Topic 718, Compensation- Stock Compensation (“FASB ASC Topic 718”), and, therefore,
may not necessarily reflect actual benefits received by the individuals. Assumptions used in the calculation of these amounts
are included in footnote 2 and 7 to our audited financial statements for the fiscal year ended October 31, 2015.
Narrative Disclosure
to 2015 Director Compensation Table
On November 9, 2014,
the Company granted options to all board members to purchase a total of 138,000,000 shares at an exercise price of $0.0146 per
share of its common stock for service rendered and to replace the old options. These options vests in 4 equal amounts on the grant
date, 2/9/2015, 5/9/2015, and 8/9/2015 and are exercisable within 10 years from the dates of vesting.
SEC Position on Certain Indemnification
Arrangements
Our articles of incorporation
allow us to indemnify our directors and officers to the fullest extent permitted under Nevada law. Chapter 78 of the Nevada Revised
Statutes provides for indemnification by a corporation of costs incurred by directors, employees, and agents in connection with
an action, suit, or proceeding brought by reason of their position as a director, employee, or agent. The person being indemnified
must have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. We
intend to enter into agreements with the current members of our board of directors and certain other employees in which we agree
to hold harmless and indemnify such directors, officers and employees to the fullest extent authorized under Nevada law, and to
pay any and all related expenses reasonably incurred by the indemnitee.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us pursuant
to the provisions contained in our amended and restated articles of incorporation, our amended and restated bylaws, Nevada law
or otherwise, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable. If a claim for indemnification against such liabilities, other than the payment
by us of expenses incurred or paid by one of our directors, officers or controlling persons in the successful defense of any action,
suit, or proceeding, is asserted by such director, officer or controlling person, we will, unless in the opinion of our counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of this issue.
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
The table below sets
forth the beneficial ownership of our common stock, as of January 21, 2016, by:
| · | All of our directors and executive officers, individually; |
| · | All of our directors and executive officers, as a group; and |
| · | All persons who beneficially owned more than 5% of our outstanding common stock. |
The beneficial ownership
of each person was calculated based on 2,944,402,694 shares of our common stock outstanding as of January 21, 2016, according to
the record ownership listings as of that date and the verifications we solicited and received from each director and executive
officer. The SEC has defined “beneficial ownership” to mean more than ownership in the usual sense. For example, a
person has beneficial ownership of a share not only if he owns it in the usual sense, but also if he has the power (solely or shared)
to vote, sell or otherwise dispose of the share. Beneficial ownership also includes the number of shares that a person has the
right to acquire within 60 days of January 21, 2016, pursuant to the exercise of options or warrants or the conversion of notes,
debentures or other indebtedness, but excludes stock appreciation rights. Two or more persons might count as beneficial owners
of the same share. Unless otherwise noted, the address of the following persons listed below is c/o Trans-Pacific Aerospace Company,
Inc., 2975 Huntington Drive, Suite 107, San Marino, California 91108.
Name of Director, Executive Officer or Nominee |
|
|
Shares (1) |
|
|
Percentage |
William R. McKay |
|
|
|
|
73,000,000 |
(2) (3) |
|
2.42% |
Greg Archer |
|
|
|
|
13,450,000 |
(3) |
|
0.46% |
Kevin Gould |
|
|
|
|
13,435,000 |
(3) |
|
0.45% |
Jason Arnold |
|
|
|
|
11,751,700 |
(3) |
|
0.40% |
Clairmont Griffith |
|
|
|
|
34,000,000 |
(3) |
|
1.14% |
All directors and executive officers as a group (5 persons) |
|
145,636,700 |
|
|
4.87% |
(1) |
|
Unless otherwise noted, the persons identified in this table have sole voting and sole investment power with regard to the shares beneficially owned by them. |
(2) |
|
Includes shares held directly by Mr. McKay’s wife and children. |
(3) |
|
Includes shares of common stock underlying vested and exercisable options. |
|
|
|
Equity Compensation Plan Information
Our board of directors
approved our 2010 Stock Incentive Plan in 2010. The plan allows for incentive awards to eligible recipients consisting
of:
|
· |
Options to purchase shares of common stock, that qualify as incentive stock options within the meaning of the Internal Revenue Code; |
|
· |
Non-statutory stock options that do not qualify as incentive options; |
|
· |
Restricted stock awards; and |
|
· |
Performance stock awards, which may be subject to future achievement of performance criteria or free of any performance or vesting conditions. |
The maximum number
of shares reserved for issuance under the plan is 7,500,000. The exercise price of options granted under the plan shall
not be less than 100% of the fair market value of one share of common stock on the date of grant, unless the participant owns more
than 10% of the total combined voting power of all classes of our stock or any parent or subsidiary corporation of ours, in which
case the exercise price shall then be 110% of the fair market value.
The following table
sets forth certain information as of October 31, 2015 about our 2010 Stock Incentive Plan and our non-plan options under which
our equity securities are authorized for issuance. The first column reflects outstanding stock options to purchase 140,666,667
shares of common stock pursuant to non-plan options issued to certain of our independent directors and officers as of October 31,
2015. The third column reflects 7,500,000 shares available for issuance under our 2010 Stock Incentive Plan as of October 31,
2015.
Plan Category |
|
(a)
Number of Securities
to be Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights |
|
|
(b)
Weighted-Average
Exercise Price of
Outstanding
Options,
Warrants
and Rights |
|
|
(c)
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected In Column (a)) |
|
Equity compensation plans approved by security holders |
|
|
– |
|
|
$ |
– |
|
|
|
7,500,000 |
|
Equity compensation plans not approved by security holders |
|
|
140,666,667 |
|
|
$ |
0.0146 |
|
|
|
– |
|
Total |
|
|
140,666,667 |
|
|
$ |
0.0146 |
|
|
|
7,500,000 |
|
Item 13. |
Certain Relationships and Related Transactions and Director Independence |
Due to lack of sufficient
funding to maintain the Company’s operations, the Company’s officers and directors loaned money to the Company for
short term cash flow needs. As of October 31, 2015 and 2014, Mr. Peter Liu had payables due to him from Godfrey of $60,000 and
$60,000; respectively; Mr. Kevin Gould had payables due to him of $9,000 and $9,000; respectively. The Company had receivables
due from HAC amounted to $1,025 and $300 at October 31, 2015 and 2014, respectively.
Item 14. |
Principal Accounting Fees and Services |
The following table
sets forth the aggregate fees billed to us for services rendered to us for the fiscal years ended October 31, 2015 and 2014 by
our independent registered public accounting firm for such years, as of the filing dates, for the audit of our consolidated financial
statements for the fiscal years ended October 31, 2015 and 2014, and assistance with the reporting requirements thereof, the review
of our condensed consolidated financial statements included in our quarterly reports on Form 10-Q, and accounting and auditing
assistance relative to acquisition accounting and reporting.
The following table
presents fees billed by our auditors relate to the audits and reviews for the fiscal years ended October 31, 2015 and 2014.
| |
2015 | | |
2014 | |
Audit Fees | |
$ | 23,970 | | |
$ | 25,600 | |
Audit-Related Fees | |
| – | | |
| – | |
Tax Fees | |
| – | | |
| – | |
| |
$ | 23,970 | | |
$ | 25,600 | |
Audit Committee
Pre-Approval Policies
We do not have an
audit committee of our board of directors. However, our board approves all audit fees, audit-related fees, tax fees
and special engagement fees. Our board approved 100% of such fees for the fiscal year ended October 31, 2015.
PART IV
Item 15. |
Exhibits and Financial Statement Schedules
|
Reference is made
to the Index and Financial Statements under Item 8 in Part II hereof where these documents are listed
|
(b) |
Financial statement schedules |
Financial statement
schedules are either not required or the required information is included in the consolidated financial statements or notes thereto
filed under Item 8 in Part II hereof.
The exhibits to this
Annual Report on Form 10-K are set forth below. The exhibit index indicates each management contract or compensatory plan
or arrangement required to be filed as an exhibit.
Exhibit Index
Number |
|
Exhibit Description |
|
Method of Filing |
|
|
|
|
|
3.1 |
|
Articles of Incorporation dated June 5, 2007. |
|
Incorporated by reference from the Registrant’s Registration Statement on Form SB-2 filed on January 2, 2008. |
|
|
|
|
|
3.2 |
|
Certificate of Amendment to Articles of Incorporation dated October 3, 2007. |
|
Incorporated by reference from the Registrant’s Registration Statement on Form SB-2 filed on January 2, 2008. |
|
|
|
|
|
3.3 |
|
Certificate of Change to Articles of Incorporation dated July 25, 2008. |
|
Incorporated by reference from the Registrant’s Annual Report on Form 10-K filed on January 29, 2009. |
|
|
|
|
|
3.4 |
|
Certificate of Amendment to Articles of Incorporation dated July 31, 2008. |
|
Incorporated by reference from the Registrant’s Annual Report on Form 10-K filed on January 29, 2009. |
|
|
|
|
|
3.5 |
|
Certificate of Amendment to Articles of Incorporation dated February 17, 2010. |
|
Incorporated by reference from the Registrant’s Annual Report on Form 10-K filed on February 15, 2011. |
|
|
|
|
|
3.6 |
|
Certificate of Change filed with the Nevada Secretary of State on September 11, 2014 |
|
Incorporated by reference from the Registrant’s Current Report on Form 8-K filed on September 12, 2014 |
|
|
|
|
|
3.6 |
|
Bylaws of the Registrant, as amended June 3, 2010. |
|
Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q filed on June 21, 2010. |
10.1 |
|
Agreement dated January 19, 2010 regarding formation of Godfrey (China) Limited* |
|
Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q filed on October 20, 2010. |
|
|
|
|
|
Number |
|
Exhibit Description |
|
Method of Filing |
|
|
|
|
|
10.2 |
|
Form of Series A Warrant issued by Registrant to Harbin Aerospace Company, LLC. |
|
Incorporated by reference from the Registrant’s Current Report on Form 8-K filed on February 3, 2010. |
|
|
|
|
|
10.3 |
|
Form of Series B Warrant issued by Registrant to Harbin Aerospace Company, LLC. |
|
Incorporated by reference from the Registrant’s Current Report on Form 8-K filed on February 3, 2010. |
|
|
|
|
|
10.4 |
|
Convertible Promissory Note dated February 1, 2010 issued by Registrant to Santa Anita Co., LLC. |
|
Incorporated by reference from the Registrant’s Current Report on Form 8-K filed on February 3, 2010. |
|
|
|
|
|
10.5 |
|
Employment Agreement dated February 1, 2010 between Registrant and William McKay* |
|
Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q filed on March 12, 2010. |
|
|
|
|
|
10.6 |
|
Settlement Agreement and general Release dated January 30, 2013 between, among others, Registrant and Cardiff Partners, LLC |
|
Incorporated by reference from the Registrant’s Annual Report on Form 10-K filed on February 14, 2013. |
|
|
|
|
|
10.8 |
|
Amendment to Series A Common Stock Purchase Warrant dated January 31, 0213 held by Cardiff Partners, LLC |
|
Incorporated by reference from the Registrant’s Annual Report on Form 10-K filed on February 14, 2013. |
|
|
|
|
|
10.8 |
|
Amendment to Series B Common Stock Purchase Warrant dated January 31, 0213 held by Cardiff Partners, LLC |
|
Incorporated by reference from the Registrant’s Annual Report on Form 10-K filed on February 14, 2013. |
|
|
|
|
|
21.1 |
|
List of subsidiaries of Registrant. |
|
Filed electronically herewith. |
|
|
|
|
|
23.1 |
|
Consent of TAAD, LLP |
|
Filed electronically herewith. |
|
|
|
|
|
31.1 |
|
Certification under Section 302 of the Sarbanes-Oxley Act of 2002. |
|
Filed electronically herewith. |
|
|
|
|
|
31.2 |
|
Certification under Section 302 of the Sarbanes-Oxley Act of 2002. |
|
Filed electronically herewith. |
|
|
|
|
|
32.1 |
|
Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. |
|
Filed electronically herewith. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number |
|
Exhibit Description |
|
Method of Filing |
|
|
|
|
|
101.INS** |
|
XBRL Instance Document |
|
Filed electronically herewith |
|
|
|
|
|
101.SCH** |
|
XBRL Taxonomy Extension Schema Document |
|
Filed electronically herewith |
|
|
|
|
|
101.CAL** |
|
XBRL Taxonomy Extension Calculation Linkbase Document |
|
Filed electronically herewith |
|
|
|
|
|
101.LAB** |
|
XBRL Taxonomy Extension Label Linkbase Document |
|
Filed electronically herewith |
|
|
|
|
|
101.PRE** |
|
XBRL Taxonomy Extension Presentation Linkbase Document |
|
Filed electronically herewith |
|
|
|
|
|
101.DEF** |
|
XBRL Taxonomy Extension Definition Linkbase Document |
|
Filed electronically herewith |
* Indicates management compensatory plan,
contract or arrangement.
** Pursuant to applicable securities laws
and regulations, we are deemed to have complied with the reporting obligation relating to the submission of interactive data files
in such exhibits and are not subject to liability under any anti-fraud provisions of the federal securities laws as long as we
have made a good faith attempt to comply with the submission requirements and promptly amend the interactive data files after becoming
aware that the interactive data files fail to comply with the submission requirements. Users of this data are advised that, pursuant
to Rule 406T, these interactive data files are deemed not filed and otherwise are not subject to liability.
SIGNATURES
Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this annual report on Form 10-K to be
signed on its behalf by the undersigned, thereunto duly authorized.
|
|
TRANS-PACIFIC AEROSPACE COMPANY, INC. |
|
|
|
Date: February 16, 2016 |
|
By: |
/s/William Reed McKay |
|
|
|
William Reed McKay |
|
|
|
Chief Executive Officer |
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ William Reed McKay |
|
Chairman of the Board,
Chief Executive Officer and
Chief Financial Officer |
|
February 16, 2016 |
William Reed McKay |
|
(Principal Executive and Financial Officer) |
|
|
|
|
|
|
|
/s/ Greg Archer |
|
Director |
|
February 16, 2016 |
Greg Archer |
|
|
|
|
|
|
|
|
|
/s/ Kevin Gould |
|
Director |
|
February 16, 2016 |
Kevin Gould |
|
|
|
|
|
|
|
|
|
/s/ Jason Arnold |
|
Director |
|
February 16, 2016 |
Jason Arnold |
|
|
|
|
|
|
|
|
|
/s/ Clairmont Griffith |
|
Director |
|
February 16, 2016 |
Clairmont Griffith |
|
|
|
|
Exhibit 21.1
List of subsidiaries of Registrant
Subsidiary |
Location |
Percentage of Ownership |
Godfrey (China) Limited |
Hong Kong |
55% |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
As an independent registered public accounting firm, we hereby
consent to the incorporation in this Registration Statement on Form S-8, of our report dated February 16, 2016, of Trans-Pacific
Aerospace Company, Inc. relating to the financial statements as of and for the years ended October 31, 2015 and 2014, and the
reference to our firm under the caption “Experts” in the Registration Statement. Our report, dated February 16, 2016,
contains an explanatory paragraph that states the Company has substantial doubt about the Company's ability to continue as a going
concern.
/s/ TAAD, LLP
Walnut, California
February 16, 2016
EXHIBIT 31.1
CERTIFICATIONS
I, William Reed McKay, certify that:
(1) |
I have reviewed this annual report on Form 10-K of Trans-Pacific Aerospace Company, Inc.; |
(2) |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
(3) |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
(4) |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
|
(a) |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
(b) |
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
(c) |
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the period covered by this report based on such evaluation; and |
|
(d) |
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
(5) |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): |
|
(a) |
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
|
(b) |
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
|
TRANS-PACIFIC AEROSPACE COMPANY, INC. |
|
|
|
Date: February 16, 2016 |
|
By: |
/s/ William Reed McKay |
|
|
|
William Reed McKay, |
|
|
|
Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATIONS
I, William Reed McKay, certify that:
(1) |
I have reviewed this annual report on Form 10-K of Trans-Pacific Aerospace Company, Inc.; |
(2) |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
(3) |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
(4) |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
|
(a) |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
(b) |
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
(c) |
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the period covered by this report based on such evaluation; and |
|
(d) |
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
(5) |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): |
|
(a) |
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
|
(b) |
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
|
TRANS-PACIFIC AEROSPACE COMPANY, INC. |
|
|
|
Date: February 16, 2016 |
|
By: |
/s/ William Reed McKay |
|
|
|
William Reed McKay, |
|
|
|
Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT
OF 2002
In connection with the Annual Report on
Form 10-K of Trans-Pacific Aerospace Company, Inc. (the “Company”) for the period ended October 31, 2015 as filed with
the Securities and Exchange Commission on the date hereof (the “Report”), I, William Reed McKay, the Chief Executive
Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to my knowledge:
| · | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| · | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company. |
By: |
/s/ William Reed McKay |
Dated: |
February 16, 2016 |
|
William Reed McKay |
|
|
Title: |
Chief Executive Officer, Principal Executive Officer
|
By: |
/s/ William Reed McKay |
Dated: |
February 16, 2016 |
|
William Reed McKay |
|
|
Title: |
Chief Financial Officer, Principal Financial Officer |
This certification is made solely for the
purposes of 18 U.S.C. Section 1350, subject to the knowledge standard contained therein, and not for any other purpose.
v3.3.1.900
Document and Entity Information - USD ($)
|
12 Months Ended |
|
|
Oct. 31, 2015 |
Jan. 21, 2016 |
Apr. 30, 2015 |
Document And Entity Information |
|
|
|
Entity Registrant Name |
Trans-Pacific Aerospace Company, Inc.
|
|
|
Entity Central Index Key |
0001422295
|
|
|
Document Type |
10-K
|
|
|
Document Period End Date |
Oct. 31, 2015
|
|
|
Amendment Flag |
false
|
|
|
Current Fiscal Year End Date |
--10-31
|
|
|
Is Entity a Well-known Seasoned Issuer? |
No
|
|
|
Is Entity a Voluntary Filer? |
No
|
|
|
Is Entity's Reporting Status Current? |
Yes
|
|
|
Entity Filer Category |
Smaller Reporting Company
|
|
|
Entity Public Float |
|
|
$ 230,781
|
Entity Common Stock, Shares Outstanding |
|
2,944,402,694
|
|
Document Fiscal Period Focus |
FY
|
|
|
Document Fiscal Year Focus |
2015
|
|
|
X |
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v3.3.1.900
Consolidated Balance Sheets - USD ($)
|
Oct. 31, 2015 |
Oct. 31, 2014 |
Current assets |
|
|
Cash |
$ 6,833
|
$ 50,089
|
Prepaid expenses |
1,584
|
1,584
|
Total current assets |
8,417
|
51,673
|
Non-Current assets |
|
|
Office equipment, net of accumulated depreciation of $4,702 and $3,498, respectively |
3,704
|
4,908
|
Security deposit |
1,584
|
1,584
|
Total non-current assets |
5,288
|
6,492
|
Total assets |
13,705
|
58,165
|
Current liabilities |
|
|
Accounts payable and accrued expenses |
60,021
|
108,320
|
Income taxes payable |
1,951
|
1,951
|
Accrued salary and payroll taxes |
20,433
|
20,433
|
Accrued interest payable |
500
|
5,555
|
Other payables - related parties |
58,975
|
68,700
|
Convertible note payable, net of discount |
8,333
|
233,747
|
Convertible note payable, currently in default |
260,000
|
260,000
|
Derivative liabilities - conversion option |
0
|
207,891
|
Total current liabilities |
410,213
|
906,597
|
Total liabilities |
410,213
|
906,597
|
Stockholders' (deficit) |
|
|
Preferred stock, par value $0.001, 5,000,000 shares authorized. 2,945 and 0 shares issued and outstanding at October 31, 2015 and 2014 |
3
|
0
|
Common stock, par value $0.001, 4,500,000,000 shares authorized. 3,829,346,478 shares issued and outstanding at October 31, 2015 and 179,447,431 shares issued and outstanding at October 31, 2014 |
3,829,346
|
179,447
|
Additional paid-in capital |
17,142,748
|
15,461,785
|
Common stock to be issued |
86,093
|
64,093
|
Accumulated deficit |
(20,814,980)
|
(16,064,350)
|
Total Trans-Pacific Aerospace Company Inc. stockholders' equity |
243,210
|
(359,025)
|
Non-controlling interest in subsidiary |
(639,718)
|
(489,407)
|
Total stockholders' (deficit) |
(396,508)
|
(848,432)
|
Total liabilities and stockholders' (deficit) |
$ 13,705
|
$ 58,165
|
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v3.3.1.900
Consolidated Balance Sheets (Parenthetical) - USD ($)
|
Oct. 31, 2015 |
Oct. 31, 2014 |
Statement of Financial Position [Abstract] |
|
|
Accumulated depreciation |
$ 4,702
|
$ 3,498
|
Preferred stock, par value |
$ 0.001
|
$ 0.001
|
Preferred stock, shares authorized |
5,000,000
|
5,000,000
|
Preferred stock, shares issued |
2,945
|
0
|
Preferred stock, shares outstanding |
2,945
|
0
|
Common stock, par value |
$ 0.001
|
$ 0.001
|
Common stock, shares authorized |
4,500,000,000
|
500,000,000
|
Common stock, shares issued |
3,829,346,478
|
179,447,431
|
Common stock, shares outstanding |
3,829,346,478
|
179,447,431
|
X |
- DefinitionAmount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services.
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v3.3.1.900
Consolidated Statements of Operations - USD ($)
|
12 Months Ended |
Oct. 31, 2015 |
Oct. 31, 2014 |
Operating expenses |
|
|
Professional fees |
$ 57,777
|
$ 211,700
|
Consulting |
328,000
|
721,078
|
Other general and administrative |
4,106,784
|
2,401,615
|
Total operating expenses |
4,492,561
|
3,334,393
|
Operating loss from continuing operations |
(4,492,561)
|
(3,334,393)
|
Interest expense, net |
(346,843)
|
(189,707)
|
Change in fair value of derivative liabilities |
424,822
|
(152,891)
|
Derivative expenses |
(486,359)
|
0
|
Net loss from continuing operations |
(4,900,941)
|
(3,676,991)
|
Discontinued operations |
|
|
Net gain (loss) from discontinued operations |
0
|
0
|
Loss before income taxes |
(4,900,941)
|
(3,676,991)
|
Income taxes |
0
|
(909)
|
Net Loss |
(4,900,941)
|
(3,677,900)
|
Less: Loss attributable to non-controlling interest |
(150,311)
|
(372,854)
|
Net Loss attributable to the Company |
$ (4,750,630)
|
$ (3,305,046)
|
Basic and dilutive net loss from operations per share |
$ (0.00)
|
$ (.03)
|
Weighted average number of common shares outstanding, basic and diluted |
2,007,249,294
|
131,965,747
|
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v3.3.1.900
Statement of Stockholders' Equity (Deficit) - USD ($)
|
Common Stock |
Additional Paid-In Capital |
Common Stock To Be Issued |
Noncontrolling Interest |
Accumulated Deficit |
Total |
Beginning balance, shares at Oct. 31, 2013 |
100,790,659
|
|
|
|
|
|
Beginning balance, value at Oct. 31, 2013 |
$ 100,790
|
$ 12,157,394
|
$ 137,693
|
$ (116,553)
|
$ (12,759,304)
|
$ (479,980)
|
Common stock issued for cash, shares |
31,987,382
|
|
|
|
|
|
Common stock issued for cash, value |
$ 31,987
|
509,613
|
|
|
|
541,600
|
Amortization of stock options |
|
926,956
|
|
|
|
926,956
|
Common stock issued in lieu of finders fees, shares |
9,413,380
|
|
|
|
|
|
Common stock issued in lieu of finders fees, value |
$ 9,413
|
(9,413)
|
|
|
|
|
Common stock issued for services and compensation, shares |
20,893,566
|
|
|
|
|
|
Common stock issued for services and compensation |
$ 20,894
|
928,785
|
|
|
|
949,679
|
Stock issued for acquisition, shares |
800,000
|
|
|
|
|
|
Stock issued for acquisition, amount |
$ 800
|
72,800
|
(73,600)
|
|
|
|
Imputed interest |
|
$ 18,200
|
|
|
|
$ 18,200
|
Common stock issued upon conversion of notes payable, shares |
$ 15,562,444
|
|
|
|
|
|
Common stock issued upon conversion of notes payable, value |
15,562
|
143,351
|
|
|
|
158,913
|
Conversion of derivative liability to common stock |
|
|
|
|
|
$ 0
|
Forgiveness of payables to officer |
|
$ 631,600
|
|
|
|
631,600
|
Note discount |
|
82,500
|
|
|
|
82,500
|
Loss on minority interest |
|
|
|
(372,854)
|
|
(372,854)
|
Net loss |
|
|
|
|
(3,305,046)
|
(3,305,046)
|
Ending balance, shares at Oct. 31, 2014 |
179,447,431
|
|
|
|
|
|
Ending balance, value at Oct. 31, 2014 |
$ 179,447
|
15,461,785
|
$ 64,093
|
(489,407)
|
(16,064,350)
|
(848,432)
|
Common stock issued for cash, shares |
228,000,000
|
|
|
|
|
|
Common stock issued for cash, value |
$ 228,000
|
(18,000)
|
|
|
|
210,000
|
Amortization of stock options |
|
2,760,000
|
|
|
|
2,760,000
|
Common stock issued in lieu of finders fees, shares |
57,019,761
|
|
|
|
|
|
Common stock issued in lieu of finders fees, value |
$ 57,020
|
(57,021)
|
|
|
|
|
Common stock issued for services and compensation, shares |
387,000,000
|
|
|
|
|
|
Common stock issued for services and compensation |
$ 387,000
|
38,000
|
|
|
|
425,000
|
Imputed interest |
|
$ 18,200
|
|
|
|
$ 18,200
|
Common stock issued upon conversion of notes payable, shares |
$ 3,737,696,430
|
|
|
|
|
|
Common stock issued upon conversion of notes payable, value |
3,737,696
|
(3,355,618)
|
|
|
|
382,078
|
Common stock converted to preferred stock, shares |
(759,817,144)
|
|
|
|
|
|
Common stock converted to preferred stock |
$ (759,817)
|
$ 759,817
|
|
|
|
$ 1
|
Preferred stock issued for services & compensation |
|
$ 644,999
|
|
|
|
$ 645,000
|
Preferred stock issued for cash, shares |
|
300,000
|
22,000
|
|
|
322,000
|
Conversion of derivative liability to common stock |
|
$ 540,586
|
|
|
|
$ 540,586
|
Note discount |
|
50,000
|
|
|
|
50,000
|
Loss on minority interest |
|
|
|
(150,311)
|
|
(150,311)
|
Net loss |
|
|
|
|
(4,750,630)
|
(4,750,630)
|
Ending balance, shares at Oct. 31, 2015 |
3,829,346,478
|
|
|
|
|
|
Ending balance, value at Oct. 31, 2015 |
$ 3,829,346
|
$ 17,142,748
|
$ 86,093
|
$ (639,718)
|
$ (20,814,980)
|
$ (396,508)
|
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v3.3.1.900
Consolidated Statements of Cash Flows - USD ($)
|
12 Months Ended |
Oct. 31, 2015 |
Oct. 31, 2014 |
Cash flows from operating activities: |
|
|
Net loss |
$ (4,900,941)
|
$ (3,677,900)
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
Stock based compensation |
3,830,000
|
1,876,635
|
Amortization of debt discount |
298,309
|
139,308
|
Imputed interest expense |
18,200
|
18,200
|
Change in fair value of derivative liabilities |
(424,822)
|
152,891
|
Derivative expense |
486,359
|
0
|
Interest converted to common stock |
17,014
|
0
|
Depreciation expense |
1,204
|
1,204
|
Contribution of officer salaries |
0
|
350,000
|
Forgiveness of payable to officer |
0
|
281,600
|
Change in operating assets and liabilities: |
|
|
Accounts payable and accrued expenses |
(48,299)
|
(77,499)
|
Accrued interest payable |
(5,055)
|
(185)
|
Net cash used in operating activities |
(728,031)
|
(935,746)
|
Cash flows from financing activities: |
|
|
Common stock issued for cash |
210,000
|
541,600
|
Preferred stock sold for cash |
322,000
|
0
|
Convertible note issued for cash |
210,500
|
500,834
|
Repayment of convertible notes |
(48,000)
|
(117,755)
|
Other payables - related parties |
(9,725)
|
33,700
|
Net cash provided by financing activities |
684,775
|
958,379
|
Net increase / decrease in cash |
(43,256)
|
22,633
|
Cash, beginning of the period |
50,089
|
27,456
|
Cash, end of the period |
6,833
|
50,089
|
Supplemental cash flow disclosure: |
|
|
Interest paid |
0
|
26,804
|
Income taxes paid |
0
|
0
|
Supplemental disclosure of non-cash transactions: |
|
|
Common stock issued for payment on outstanding liabilities |
49,892
|
51,000
|
Common stock issued for conversion on notes payable |
382,078
|
152,764
|
Conversion of derivative liability to common stock |
540,586
|
0
|
Common stock issued for finders fees |
57,021
|
9,413
|
Common stock issued for common stock payable |
0
|
73,600
|
Beneficial conversion feature of convertible note payable |
0
|
82,500
|
Derivative liabilities |
$ 0
|
$ 59,779
|
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v3.3.1.900
1. BACKGROUND AND ORGANIZATION
|
12 Months Ended |
Oct. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
BACKGROUND AND ORGANIZATION |
Organization
The Company
was incorporated in the State of Nevada on June 5, 2007, as Gas Salvage Corp. for the purpose of engaging in the exploration and
development of oil and gas. In July 2008, the Company changed its name to Pinnacle Energy Corp. On February 1, 2010, the Company
completed the acquisition of the aircraft component part design, engineering and manufacturing assets of Harbin Aerospace Company,
LLC (HAC). The transaction was structured as a business combination. Following completion of the HAC acquisition,
the Companys Board of Directors decided to dispose of the oil and gas business interests and focus on the aircraft component
market. On February 10, 2010, the Company completed the sale of all of its oil and gas business interests in exchange for cancellation
of all obligations under an outstanding promissory note having a principal amount of $1,000,000. Pursuant to FASB standards, the
Company has retro-actively presented its oil and gas business as discontinued operations.
In March
2010, the Company changed its name to Trans-Pacific Aerospace Company, Inc.
On July 27,
2008, the Company completed a three-for-one stock split of the Companys common stock. The share and per-share information
disclosed within this Form 10-Q reflect the completion of this stock split.
On April
5, 2013, the Company entered into Securities Purchase Agreements to purchase additional capital stock of Godfrey (China) Limited
(Godfrey), the Companys 25%-owned Hong Kong subsidiary engaged in the development of the production facility
in Guangzhou, China. On June 21, 2013, upon closing of the transactions under the Securities Purchase Agreements, the Company
increased its ownership of Godfrey from 25% to 55%.
Business
Overview
The Companys
aircraft component business commenced on February 1, 2010. To date, its operations have focused on product design and engineering.
The Company has recently commenced commercial manufacture or sales of its products.
The Company
designs, manufactures and sells aerospace quality component parts for commercial and military aircraft, space vehicles, power
plants and surface and undersea vessels. These parts have applications in both newly constructed platforms and as spares for existing
platforms. The Companys initial products are self-lubricating spherical bearings that help with several flight-critical
tasks, including aircraft flight controls and landing gear.
Going
Concern
The Company's
financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted
in the United States of America, and have been prepared on a going concern basis, which contemplates the realization of assets
and the settlement of liabilities in the normal course of business. The Company incurred a net loss from operations of $4,750,630
during the year ended October 31, 2015, and an accumulated deficit of $20,814,980 at October 31, 2015. The Company has not yet
established an ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.
The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating
losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease development
of operations.
Managements
plans to continue as a going concern include raising additional capital through sales of common stock and/or a debt financing.
However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The Company
anticipates that losses will continue until such time, if ever, that the Company is able to generate sufficient revenues to support
its operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is
unable to continue as a going concern.
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v3.3.1.900
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
12 Months Ended |
Oct. 31, 2015 |
Accounting Policies [Abstract] |
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis
of Presentation
The Company
maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United
States of America (U.S. GAAP).
Consolidation
Accounting
policies used by the Company and the Companys subsidiaries conform to US GAAP. Significant policies are discussed below.
The Companys consolidated accounts include the Companys accounts and the accounts of the Companys subsidiaries
of which we own a 50% interest or greater.
These
consolidated financial statements include the accounts of the parent company Trans-Pacific Aerospace Company, Inc., and the majority
owned subsidiary: Godfrey. All intercompany transactions have been eliminated.
Non-controlling
interests
The
Company accounts for changes in our controlling interests of subsidiaries according to Accounting Codification Standards 810 Consolidations (ASC
810). ASC 810 requires that the Company record such changes as equity transactions, recording no gain or loss on such a
sale.
The
Companys non-controlling interest arises from the purchase of equity in Godfrey. It represents the portion of Godfrey that
is not owned. ASC 810 requires that the Company account for the equity and income or loss on that operation separately from the
Companys other activities. In the equity section of the Consolidated Balance Sheet, the Company presents the portion of
the negative equity attributable to non-controlling interests in Godfrey. In the Consolidated Statement of Operations, the Company
presents the portion of current period net loss in Godfrey attributable to non-controlling interests.
Use of
Estimates
The preparation
of the financial statements in conformity with accounting principles generally accepted in the United States requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities
at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could
differ from those estimates.
Cash and
Cash Equivalents
Cash
and cash equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances
at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC") up to
$250,000. There were no cash equivalents at October 31, 2015 and 2014.
Concentration
of Credit Risk
Financial
instruments and related items, which potentially subject the Company to concentrations of credit risk, are cash and cash equivalents.
The Company places its cash and temporary cash investments with credit quality institutions. At times, such investments may be
in excess of FDIC insurance limits.
Impairment of Long-Lived Assets
The Company
has adopted Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 360-10, Property, Plant and Equipment
FASB ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed
for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events
relating to recoverability may include significant unfavorable changes in business conditions, recurring losses or a forecasted
inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived
assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible
assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of
the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value
less costs to sell.
Indefinite-lived
Intangible Assets
The Company
has an indefinite-lived intangible asset (goodwill) relating to purchased blueprints, formulas, designs and processes for manufacturing
and production of self-lubricated spherical bearings, bushings and rod-end bearings. The indefinite-lived intangible asset is
not amortized; rather, it is tested for impairment at least annually by comparing the carrying amount of the asset with the fair
value. An impairment loss is recognized if the carrying amount is greater than fair value.
Fair Value
of Financial Instruments
The Company
adopted FASB ASC 820 on October 1, 2008. Under this FASB, fair value is defined as the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price).
The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability
of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value,
and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.
The Company
has various financial instruments that must be measured under the new fair value standard including: cash and debt. The Company
currently does not have non-financial assets or non-financial liabilities that are required to be measured at fair value on a
recurring basis. The Companys financial assets and liabilities are measured using inputs from the three levels of the fair
value hierarchy. The three levels are as follows:
Level
1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability
to access at the measurement date. The fair value of the Companys cash is based on quoted prices and therefore classified
as Level 1.
Level
2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar
assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability
(e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market
data by correlation or other means (market corroborated inputs).
Level
3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset
or liability.
Cash, accounts payable, other
payables, and accrued expenses reported on the balance sheet are estimated by management to approximate fair market value due
to their short term nature.
The following tables provide a
summary of the fair values of assets and liabilities:
| |
| | |
Fair Value Measurements at | |
| |
| | |
October 31, 2015 | |
| |
| Carrying | | |
| | | |
| | | |
| | |
| |
| Value | | |
| | | |
| | | |
| | |
| |
| October 31, | | |
| | | |
| | | |
| | |
| |
| 2015 | | |
| Level
1 | | |
| Level
2 | | |
| Level
3 | |
Liabilities: | |
| | | |
| | | |
| | | |
| | |
Convertible notes payable, net | |
$ | 8,333 | | |
$ | | | |
$ | | | |
$ | 8,333 | |
Convertible notes payable currently in default | |
$ | 260,000 | | |
$ | | | |
$ | | | |
$ | 260,000 | |
| |
| | |
Fair Value Measurements at | |
| |
| | |
October 31, 2014 | |
| |
| Carrying | | |
| | | |
| | | |
| | |
| |
| Value | | |
| | | |
| | | |
| | |
| |
| October 31, | | |
| | | |
| | | |
| | |
| |
| 2014 | | |
| Level
1 | | |
| Level
2 | | |
| Level
3 | |
Liabilities: | |
| | | |
| | | |
| | | |
| | |
Convertible notes payable, net | |
$ | 233,747 | | |
$ | | | |
$ | | | |
$ | 233,747 | |
Convertible notes payable currently in default | |
$ | 260,000 | | |
$ | | | |
$ | | | |
$ | 260,000 | |
Derivative liabilities | |
$ | 207,891 | | |
$ | | | |
$ | | | |
$ | 207,891 | |
The Company
believes that the market rate of interest as of October 31, 2015 and 2014 was not materially different to the rate of interest
at which the convertible notes payable were issued. Accordingly, the Company believes that the fair value of the convertible notes
payable approximated their carrying value at October 31, 2015 and 2014 due to short term maturity.
Income
Taxes
The Company
accounts for income taxes under standards issued by the FASB. Under those standards, deferred tax assets and liabilities are recognized
for future tax benefits or consequences attributable to temporary differences between the financial statement carrying amounts
of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or
settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not that such assets
will not be realized through future operations.
The accounting
guidance for uncertainties in income tax prescribes a comprehensive model for the financial statement recognition, measurement,
presentation, and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The Company recognizes
a tax benefit from an uncertain tax position in the consolidated financial statements only when it is more likely than not that
the position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on
the technical merits and a consideration of the relevant taxing authoritys widely understood administrative practices and
precedents.
Equipment
Equipment
is recorded at cost and depreciated using straight line methods over the estimated useful lives of the related assets. The Company
reviews the carrying value of long-term assets to be held and used when events and circumstances warrant such a review. If the
carrying value of a long-lived asset is considered impaired, a loss is recognized based on the amount by which the carrying value
exceeds the fair market value. Fair market value is determined primarily using the anticipated cash flows discounted at a rate
commensurate with the risk involved. The cost of normal maintenance and repairs is charged to operations as incurred. Major overhaul
that extends the useful life of existing assets is capitalized. When equipment is retired or disposed, the costs and related accumulated
depreciation are eliminated and the resulting profit or loss is recognized in income. As of October 31, 2015, the useful lives
of the office equipment ranged from five years to seven years.
Issuance
of Shares for Non-Cash Consideration to Non-Employees
The Company
accounts for the issuance of equity instruments to acquire goods and/or services based on the fair value of the goods and services
received or the fair value of the equity instrument at the time of issuance, whichever is more readily determinable. The Company's
accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions
of standards issued by the FASB. The measurement date for the fair value of the equity instruments issued is determined
at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at
which the consultant or vendor's performance is complete. In the case of equity instruments issued to consultants, the fair value
of the equity instrument is recognized over the term of the consulting agreement.
Stock-Based
Compensation
Stock-based
compensation cost to employees is measured by the Company at the grant date, based on the fair value of the award, over the requisite
service period under ASC 718. For options issued to employees, the Company recognizes stock compensation costs utilizing the fair
value methodology over the related period of benefit.
Beneficial
Conversion Features
From time
to time, the Company may issue convertible notes that may contain an embedded beneficial conversion feature. A beneficial conversion
feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is
convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion
of the note proceeds to the fair value of the warrants, if related warrants have been granted. The intrinsic value of the beneficial
conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount
is amortized to interest expense over the life of the note using the effective interest method.
Net Loss
Per Share
The Company
adopted the standard issued by the FASB, which requires presentation of basic earnings or loss per share and diluted earnings
or loss per share. Basic income (loss) per share (Basic EPS) is computed by dividing net income (loss) available
to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share
(Diluted EPS) are similarly calculated using the treasury stock method except that the denominator is increased
to reflect the potential dilution that would occur if dilutive securities at the end of the applicable period were exercised.
There were convertible notes, 2,845 shares of convertible preferred stock, 2,000,000 Series A Warrants, 2,000,000 Series B Warrants
and options for 140,666,667 shares outstanding as of October 31, 2015 that are not included in the calculation of Diluted EPS
as their impact would be anti-dilutive.
| |
For the Years Ended
October 31, | |
| |
2015 | | |
2014 | |
| |
| | |
| |
Net loss attributable to the
Company | |
$ | (4,750,630 | ) | |
| (3,305,046 | ) |
| |
| | | |
| | |
Basic and diluted net loss from operations
per share | |
$ | (0.00 | ) | |
| (0.03 | ) |
| |
| | | |
| | |
Weighted average number of common shares
outstanding, basic and diluted | |
| 2,007,249,294 | | |
| 131,965,747 | |
| |
| | | |
| | |
Recently
Adopted and Recently Enacted Accounting Pronouncements
In June 2014,
the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements.
ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the
elimination of inception-to-date information on the statements of operations, cash flows and stockholders' equity. The amendments
in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods
within those annual periods, however early adoption is permitted. The Company adopted ASU 2014-10 during the quarter ended May
31, 2014, thereby no longer presenting or disclosing any information required by Topic 915.
The Company
reviewed all recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the
SEC and they did not or are not believed by management to have a material impact on the Company's present or future financial
statements.
In August
2014, the FASB issued the FASB Accounting Standards Update No. 2014-15 Presentation of Financial StatementsGoing
Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern (ASU
2014-15).
In connection
with preparing financial statements for each annual and interim reporting period, an entitys management should evaluate
whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entitys ability
to continue as a going concern within one year after the date that the financial statements are issued (or within one year after
the date that the financial statements are available to be issued when applicable). Managements evaluation should be based
on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued
(or at the date that the financial statements are available to be issued when applicable). Substantial doubt about an entitys
ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that
it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the
financial statements are issued (or available to be issued). The term probable is used consistently with its use in Topic 450,
Contingencies.
When management
identifies conditions or events that raise substantial doubt about an entitys ability to continue as a going concern, management
should consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial
doubt. The mitigating effect of managements plans should be considered only to the extent that (1) it is probable that
the plans will be effectively implemented and, if so, (2) it is probable that the plans will mitigate the conditions or events
that raise substantial doubt about the entitys ability to continue as a going concern.
If conditions
or events raise substantial doubt about an entitys ability to continue as a going concern, but the substantial doubt is
alleviated as a result of consideration of managements plans, the entity should disclose information that enables users
of the financial statements to understand all of the following (or refer to similar information disclosed elsewhere in the footnotes):
|
a. |
Principal conditions or events that raised substantial doubt
about the entitys ability to continue as a going concern (before consideration of managements plans) |
|
|
|
|
b. |
Managements evaluation of the significance of those conditions
or events in relation to the entitys ability to meet its obligations |
|
c. |
Managements plans that alleviated substantial doubt about
the entitys ability to continue as a going concern. |
If conditions
or events raise substantial doubt about an entitys ability to continue as a going concern, and substantial doubt is not
alleviated after consideration of managements plans, an entity should include a statement in the footnotes indicating that
there is substantial doubt about the entitys ability to continue as a going concern within one year after the date that
the financial statements are issued (or available to be issued). Additionally, the entity should disclose information that enables
users of the financial statements to understand all of the following:
|
a. |
Principal conditions or events that raise substantial doubt about
the entitys ability to continue as a going concern |
|
|
|
|
b. |
Managements evaluation of the significance of those conditions
or events in relation to the entitys ability to meet its obligations |
|
c. |
Managements plans that are intended to mitigate the conditions
or events that raise substantial doubt about the entitys ability to continue as a going concern. |
The amendments
in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods
thereafter. Early application is permitted.
In February,
2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. ASU 2015-02
provides guidance on the consolidation evaluation for reporting organizations that are required to evaluate whether they should
consolidate certain legal entities such as limited partnerships, limited liability corporations, and securitization structures
(collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). ASU 2015-02 is
effective for periods beginning after December 15, 2015. The adoption of ASU 2015-02 is not expected to have a material effect
on the Companys consolidated financial statements. Early adoption is permitted.
In August,
2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. The
amendments in this Update defer the effective date of ASU No. 2014-09 for all entities by one year. Public business entities,
certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU No. 2014-09 to annual reporting
periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application
is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within
that reporting period.
Other recent
accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public
Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material
impact on the Companys present or future consolidated financial statements.
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v3.3.1.900
3. PROPERTY AND EQUIPMENT
|
12 Months Ended |
Oct. 31, 2015 |
Property, Plant and Equipment [Abstract] |
|
PROPERTY AND EQUIPMENT |
As of October
31, 2015 and 2014, the Company had office equipment of $3,704 and 4,908, net of accumulated depreciation of $4,702 and $3,498,
respectively. For the years ended October 31, 2015 and 2014, the Company recorded depreciation expense of $1,204 and $1,204, respectively.
|
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v3.3.1.900
4. RELATED PARTY TRANSACTIONS
|
12 Months Ended |
Oct. 31, 2015 |
Related Party Transactions [Abstract] |
|
RELATED PARTY TRANSACTIONS |
Due to lack
of sufficient funding to maintain the Companys operations, the Companys officers and directors loaned money to the
Company for short term cash flow needs. As of October 31, 2015 and 2014, Mr. Peter Liu had payables due to him from Godfrey of
$60,000 and $60,000; respectively; Mr. Kevin Gould had payables due to him of $0 and $9,000; respectively. The Company had receivables
due from HAC amounted to $1,025 and $300 at October 31, 2015 and 2014, respectively.
During the
year ended October 31, 2014, Mr. McKay, the CEO of the Company, waived $350,000 of the salaries owed to him which was treated
as a capital contribution increasing additional paid in capital by $350,000.
During the
year ended October 31, 2014, Mr. McKay also forgave $281,600 of the outstanding amount owed to him which was treated as a capital
contribution increasing additional paid in capital by $281,600.
|
X |
- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
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v3.3.1.900
5. CONVERTIBLE NOTES PAYABLE
|
12 Months Ended |
Oct. 31, 2015 |
Debt Disclosure [Abstract] |
|
CONVERTIBLE NOTES PAYABLE |
As part of
the acquisition of HAC, the Company assumed $260,000 of obligations under a convertible note. The convertible note assumed by
the Company does not bear interest and became payable on March 12, 2011. The note is convertible into shares of the Companys
common stock at an initial conversion price of $0.25 per share. The conversion price is subject to adjustment for stock splits
and combinations; certain dividends and distributions; reclassification, exchange or substitution; reorganization, merger, consolidation
or sales of assets. As the convertible note does not bear interest, the Company recorded the present value of the convertible
note obligation at $239,667 and accordingly recorded a convertible note payable for $260,000 and a corresponding debt discount
of $20,333. Under the effective interest method, the Company accretes the note obligation to the face amount of the convertible
note over the remaining term of the note. The discount was fully amortized at March 12, 2011. Debt discount expense totaled $7,452
and $12,880 for the years ended October 31, 2011 and 2010 respectively. The Company performed an evaluation and determined that
the anti-dilution clause did not require derivative treatment. On September 16, 2011, the Company entered into an agreement with
the note holder to extend the maturity date of the note. Pursuant to the agreement, the entire outstanding amount became fully
due and payable on December 31, 2011. The note is now currently in default. For the years ended October 31, 2015 and 2104, the
Company recorded imputed interest of $18,200 and $18,200, respectively.
During the
year ended October 31, 2014, we entered into Securities Purchase Agreements with various accredited and sophisticated investors,
pursuant to which we sold Convertible Promissory Notes with interest rates ranging from 8% to 12%, in the original principal amount
of $325,000 (the Notes). The Notes have maturity date of six months or one year from the issuance date and are convertible
into our common stock, at any time after 180 days, at a price for each share of common stock equal to 50% to 60% of the lowest
closing bid price of the common stock as reported on the National Quotation Bureau OTCQB exchange, based on formulas specified
in the agreements.
The issuances
of the Notes were exempt from the registration requirements of the Securities Act of 1933 pursuant to Rule 506 of Regulation D
promulgated thereunder. The purchasers were accredited and sophisticated investors, familiar with our operations, and there was
no solicitation.
The Company
analyzed the conversion option of the Notes for derivative accounting consideration under ASC 815-15 Derivatives and Hedging
and determined that the instrument should be classified as liabilities once the conversion option becomes effective after 180
days due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options
for the Notes issued. During the year ended October 31, 2014, the Company repaid $112,500 of the principal amount of the Notes.
During the
six months ended April 30, 2015, six of the above convertible notes with total principal amount of $212,500 reached the 180 days
and the conversion options became derivative liabilities. Using the Black-Scholes Model, the Company calculated the fair value
of the conversion options and recorded derivative liabilities on the 180 day and April 30, 2015. The change in fair value was
recorded as derivative expenses.
On June 13,
2014, we entered into Securities Purchase Agreements with Tangiers Investment Group LLC, pursuant to which we sold a 10% Convertible
Promissory Note, in the original principal amount of $55,000 (the Tangiers Note). The Tangiers Note has a maturity
date of June 13, 2015 and is convertible into our common stock, at any time at a price for each share of common stock equal to
60% of the lowest closing bid price of the common stock as reported on the National Quotation Bureau OTCQB exchange, based on
a formula specified in the agreement.
On November
25, 2014, we entered into Securities Purchase Agreements with Tangiers Investment Group LLC, pursuant to which we sold a 10% Convertible
Promissory Note, in the original principal amount of $27,500 (the Tangiers Note 2). The Tangiers Note 2 has a maturity
date of November 25, 2015 and is convertible into our common stock, at any time at a price for each share of common stock equal
to 60% of the lowest closing bid price of the common stock as reported on the National Quotation Bureau OTCQB exchange, based
on a formula specified in the agreement.
The issuance
of the Tangiers Note 2 was exempt from the registration requirements of the Securities Act of 1933 pursuant to Rule 506 of Regulation
D promulgated thereunder. The purchaser was accredited and sophisticated investors, familiar with our operations, and there was
no solicitation.
The Company
analyzed the conversion option of the Tangiers Notes for derivative accounting consideration under ASC 815-15 Derivatives
and Hedging and determined that the instrument should be classified as liabilities due to there being no explicit limit
to the number of shares to be delivered upon settlement of the above conversion options for the Tangiers Notes issued. The Company
then calculated the fair value of the conversion option and recorded derivative liability on the issuance date and the subsequent
period end dates.
On November
10, 2014, we entered into Securities Purchase Agreements with Auctus Private Equity Funds, LLC, pursuant to which we sold an 8%
Convertible Promissory Note, in the original principal amount of $40,000 (the Auctus Note). The Auctus Note has
a maturity date of November 10, 2015 and is convertible into our common stock, at any time at a price for each share of common
stock equal to 55% of the average of the lowest three (3) trading prices of the common stock as reported on the National Quotation
Bureau OTCQB exchange, based on a formula specified in the agreement.
The issuance
of the Auctus Note was exempt from the registration requirements of the Securities Act of 1933 pursuant to Rule 506 of Regulation
D promulgated thereunder. The purchaser was accredited and sophisticated investors, familiar with our operations, and there was
no solicitation.
The Company
analyzed the conversion option of the Auctus Note for derivative accounting consideration under ASC 815-15 Derivatives
and Hedging and determined that the instrument should be classified as liabilities due to there being no explicit limit
to the number of shares to be delivered upon settlement of the above conversion options for the Auctus Note issued. The Company
then calculated the fair value of the conversion option and recorded derivative liability on the issuance date and the subsequent
period end dates.
On February
23, 2015, we entered into Securities Purchase Agreements with KBM Worldwide, Inc., pursuant to which we sold an 8% Convertible
Promissory Note, in the original principal amount of $48,000 (the KBM Note). The KBM Note has a maturity date of
October 9, 2015 and is convertible into our common stock, at any time after 180 days, at a price for each share of common stock
equal to 55% of the average of the lowest three (3) trading prices during the ten trading days prior to the conversion date of
the common stock as reported on the National Quotation Bureau OTCQB exchange, based on a formula specified in the agreement.
The issuance
of the KBM Note was exempt from the registration requirements of the Securities Act of 1933 pursuant to Rule 506 of Regulation
D promulgated thereunder. The purchaser was accredited and sophisticated investors, familiar with our operations, and there was
no solicitation.
The Company
analyzed the conversion option of the KBM Note for derivative accounting consideration under ASC 815-15 Derivatives and
Hedging and determined that the instrument should be classified as liabilities once the conversion option becomes effective
after 180 days due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion
options for the Notes issued.
In March
and April 2015, we entered into Securities Purchase Agreements with various accredited and sophisticated investors, pursuant to
which we sold 8% Convertible Promissory Notes, in the original principal amount of $45,000 (the New Note). The New
Notes have maturity dates of June 12 and October 24, 2015 and are convertible into our common stock, at any time at a price for
each share of common stock equal to 55% or 60% of the lowest closing price of the common stock as reported on the National Quotation
Bureau OTCQB exchange, based on a formula specified in the agreements.
The issuances
of the New Notes were exempt from the registration requirements of the Securities Act of 1933 pursuant to Rule 506 of Regulation
D promulgated thereunder. The purchasers were accredited and sophisticated investors, familiar with our operations, and there
was no solicitation.
The Company
analyzed the conversion option of the New Notes for derivative accounting consideration under ASC 815-15 Derivatives and
Hedging and determined that the instrument should be classified as liabilities due to there being no explicit limit to
the number of shares to be delivered upon settlement of the above conversion options for the New Notes issued. The Company then
calculated the fair value of the conversion option and recorded derivative liability on the issuance date and the subsequent period
end dates.
In September
2015, the Company entered into a Securities Purchase Agreement with Apollo Capital Corp, pursuant to which we sold a 12% Convertible
Promissory Note, in the original principal amount of $50,000 (the Apollo Note). The Apollo Note has maturity date
of March 29, 2016 and are convertible into our common stock, at any time after 180 days, at a price for each share of common stock
equal to 40% of the lowest closing price of the common stock as reported on the National Quotation Bureau OTCQB exchange, based
on a formula specified in the agreements.
The issuance
of the Apollo Note was exempt from the registration requirements of the Securities Act of 1933 pursuant to Rule 506 of Regulation
D promulgated thereunder. The purchaser was accredited and sophisticated investors, familiar with our operations, and there was
no solicitation.
The Company
analyzed the conversion option of the Apollo Note for derivative accounting consideration under ASC 815-15 Derivatives
and Hedging and determined that the instrument should be classified as liability once the conversion option becomes effective
after 180 days due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion
options for the Notes issued.
During the
years ended October 31, 2015, $382,078 of the convertible notes was converted to 3,737,696,430 shares of the Companys common
stock.
For the years
ended October 31, 2015 and 2014, the Company recorded derivative expense of $486,359 and $0, respectively. As of October 31, 2015
and 2014, the derivative liability amounted to $0 and $207,891, respectively. Fair value of derivative liabilities was calculated
based on the following assumptions:
| |
For the year ended | | |
For the year ended | |
| |
October 31, 2015 | | |
October 31, 2014 | |
Market Price: | |
| $0.0004 -- $0.03 | | |
| $0.014 -- $0.04 | |
Exercise Price: | |
| $0.0002 -- $0.015 | | |
| $0.003 -- $0.018 | |
Term: | |
| 0.15 -- 1 year | | |
| 0.5 -- 1 year | |
Volatility: | |
| 128% -- 350% | | |
| 128% -- 240% | |
Dividend Yield: | |
| 0 | | |
| 0 | |
Risk Free Interest Rate: | |
| 0.03% -- 0.07% | | |
| 0.03% -- 0.15% | |
As of October
31, 2015 and 2014, the outstanding amount of the convertible notes were $8,333 and $233,747, net of discount of $41,667 and $33,753,
respectively.
|
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- DefinitionThe entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.
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v3.3.1.900
6. COMMITMENTS AND CONTINGENCIES
|
12 Months Ended |
Oct. 31, 2015 |
Commitments and Contingencies Disclosure [Abstract] |
|
COMMITMENTS AND CONTINGENCIES |
Consulting
Agreements
The Company
has entered into consulting agreements for services to be provided to the Company in the ordinary course of business. These agreements
call for expense reimbursement and various payments upon performance of services.
Employment
Agreements
On February
1, 2010, the Company entered into an Employment Agreement with William McKay. Under the agreement, Mr. McKay will receive a base
salary of $180,000, plus an initial bonus of 1,200,000 shares of the Companys common stock (to be issued in 300,000 share
blocks on a quarterly basis). The shares were valued based on the closing stock price on the date of the agreement. The initial
term of the Employment Agreement expired on January 31, 2011 and automatically renewed for an additional one-year term. The agreement
ended January 31, 2013 and Mr. McKay agreed to continue serve as the Companys CEO without base salary. During the years
ended October 31, 2014 and 2013, Mr. McKay waived $350,000 and $47,200 of the salaries owed to him which was treated as a capital
contribution increasing additional paid in capital by $350,000 and $47,200, respectively.
As of October
31, 2015 and 2014, the total accrued salaries owed to Mr. McKay were $0.
Lease
Agreement
In October
2010, the Company entered into a lease of its administrative offices. The lease expired November 30, 2012 and currently calls
for monthly rental payments of $970 pursuant to a month to an annual agreement.
|
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- DefinitionThe entire disclosure for commitments and contingencies.
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v3.3.1.900
7. CAPITAL STOCK TRANSACTIONS
|
12 Months Ended |
Oct. 31, 2015 |
Equity [Abstract] |
|
CAPITAL STOCK TRANSACTIONS |
Preferred
Stock
The Company
is authorized to issue up to 5,000,000 shares of its $0.001 preferred stock.
In June 2015,
the Company designated 20,000 of the authorized preferred stock as convertible preferred stock with the following characteristics:
i. | | Each
share of Preferred Stock would be convertible into 1,000,000 shares of Common Stock at
the Preferred Stock holders option, subject to restrictions regarding timing,
volume and common share availability. |
ii. | | In
shareholder votes, each share of Preferred Stock would have voting power equal to 1,000,000
shares of Common Stock. |
During the
year ended October 31, 2015, 759,817,144 shares of common stock were retired and converted to 767 shares of convertible preferred
stock. In addition, the Company issued 1,203 shares of convertible preferred stock to its employee and consultants for services
rendered. These shares were value at $645,000 based on closing price of the underlying common stock if converted.
In June 2015,
the company entered into various purchase agreements with accredited investors for the sale of 220 shares of its convertible preferred
stock at a price of $100 per share. Total cash proceeds from the sale of stock were $22,000 which was recorded as stock to be
issued.
During the
year ended October 31, 2015, the company entered into various purchase agreements with an accredited investor for the sale of
478,000,000 shares of its common stock at a price ranged from $0.00035 to $0.0012 per share. Total cash proceeds from the sale
of stock during the year ended October 31, 2015, was $510,000. As of October 31, 2015, the Company issued 228,000,000 shares of
common stock and 250 shares of preferred stock in lieu of 250,000,000 shares of common stock. In connection with these stock purchase
agreements, the Company issued 57,019,761 shares of common stock and 725 shares of preferred stock in lieu of finders fees,
which represents stock offering costs. Finders fees are treated as a reduction in paid in capital per current accounting
guidance.
At October
31, 2015 and 2014, there were 2,945 and 0 shares issued and outstanding, respectively.
Common
Stock
The Company
is authorized to issue up to 4,500,000,000 shares of its $0.001 common stock.
At October
31, 2015 and 2014, there were 3,829,346,478 and 179,447,431 shares issued and outstanding, respectively.
Fiscal
year 2014:
During the
year ended October 31, 2014, the Company issued a total of 2,000,000 shares of common stock to its Board of Directors for services.
The shares were valued at $86,000 based on the closing stock price on the date of the restricted stock grant.
During the
year ended October 31, 2014, the Company also issued total of 18,893,566 shares of common stock to consultants for services rendered.
The shares were valued at $863,679 based on the closing stock prices on the dates of the stock grants.
During the
year ended October 31, 2014, the Company entered into various purchase agreements with accredited investors for the sale of 31,987,382
shares of its common stock at a price of $0.01 to $0.04 per share. Total cash proceeds from the sale of stock during the year
ended October 31, 2014, was $541,600. In connection with the these stock purchase agreements, the Company issued 9,413,380 shares
of common stock in lieu of finders fees, which represents stock offering costs. Finders fees are treated as a reduction
in paid in capital per current accounting guidance.
During the
year ended October 31, 2014, the Company issued 15,562,444 shares upon conversion of convertible notes amounted to $158,913.
Fiscal
year 2015:
During the
year ended October 31, 2015, the Company issued 387,000,000 shares of common stock for legal and consulting services rendered.
The shares were valued at $425,000 based on service invoice and the closing stock prices on the dates of the stock grants.
During the
year ended October 31, 2015, the company entered into various purchase agreements with an accredited investor for the sale of
478,000,000 shares of its common stock at a price ranged from $0.00035 to $0.0012 per share. Total cash proceeds from the sale
of stock during the year ended October 31, 2015, was $510,000. As of October 31, 2015, the Company issued 228,000,000 shares of
common stock and 250 shares of preferred stock in lieu of 250,000,000 shares of common stock. In connection with these stock purchase
agreements, the Company issued 57,019,761 shares of common stock and 725 shares of preferred stock in lieu of finders fees,
which represents stock offering costs. Finders fees are treated as a reduction in paid in capital per current accounting
guidance.
During the
year ended October 31, 2015, the Company also issued 3,737,696,430 shares upon conversion of convertible notes amounted to $382,078.
During the
year ended October 31, 2015, 759,817,144 shares of common stock were retired and converted to 767 shares of convertible preferred
stock.
Options
and Warrants
A summary
of option activity during the years ended October 31, 2015 and 2014 are presented below:
| |
October
31, 2015 | | |
October
31, 2014 | |
| |
| | |
Weighted | | |
Weighted | | |
| | |
Weighted | | |
Weighted | |
| |
| | |
average | | |
average | | |
| | |
average | | |
average | |
| |
Number of | | |
exercise | | |
life | | |
Number of | | |
exercise | | |
life | |
| |
shares | | |
price | | |
(years) | | |
shares | | |
price | | |
(years) | |
| |
| | |
| | |
| | |
| | |
| | |
| |
Outstanding at beginning of year | |
| 52,666,667 | | |
$ | 0.08 | | |
| 6.24 | | |
| 52,666,667 | | |
$ | 0.08 | | |
| 10.42 | |
Granted | |
| 138,000,000 | | |
| 0.0146 | | |
| 10.00 | | |
| | | |
| | | |
| | |
Exercised | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Forfeited | |
| 50,000,000 | | |
| 0.08 | | |
| 6.24 | | |
| | | |
| | | |
| | |
Cancelled | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Expired | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Outstanding at end of period | |
| 140,666,667 | | |
$ | 0.0146 | | |
| 9.27 | | |
| 52,666,667 | | |
$ | 0.08 | | |
| 9.42 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Options exercisable at end of period | |
| 140,666,667 | | |
$ | 0.0146 | | |
| 9.27 | | |
| 31,166,667 | | |
$ | 0.15 | | |
| 6.24 | |
A summary
of warrant activity during the three months ended October 31, 2015 and 2014 are presented below:
| |
October
31, 2015 | | |
October
31, 2014 | |
| |
| | |
Weighted | | |
Weighted | | |
| | |
Weighted | | |
Weighted | |
| |
| | |
average | | |
average | | |
| | |
average | | |
average | |
| |
| | |
exercise | | |
remaining | | |
| | |
exercise | | |
remaining | |
| |
Number | | |
price | | |
contractual | | |
Number | | |
price | | |
contractual | |
| |
Outstanding | | |
per
share | | |
life
(years) | | |
Outstanding | | |
per
share | | |
life
(years) | |
Outstanding at beginning of year | |
| 4,000,000 | | |
$ | 0.75 | | |
| 6.39 | | |
| 4,000,000 | | |
$ | 0.75 | | |
| 7.39 | |
Granted | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Exercised | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Forfeited | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Cancelled | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Expired | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Outstanding at end of year | |
| 4,000,000 | | |
$ | 0.75 | | |
| 5.39 | | |
| 4,000,000 | | |
$ | 0.75 | | |
| 6.39 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Warrants exercisable at end of year | |
| | | |
$ | | | |
| | | |
| | | |
$ | | | |
| | |
In November
2014, the Company granted options to all board members to purchase a total of 138,000,000 shares at an exercise price of $0.0146
per share of its common stock for service rendered and to replace the old options. These options vests in 4 equal amounts on the
grant date, 2/9/2015, 5/9/2015, and 8/9/2015 and are exercisable within 10 years from the dates of vesting. The total estimated
value using the Black-Scholes Model, based on the following variables, was $2,760,000.
Market Price: | |
$ | 0.020 | |
Exercise Price: | |
$ | 0.015 | |
Term: | |
| 10 years | |
Volatility: | |
| 321% | |
Dividend Yield: | |
| 0 | |
Risk Free Interest Rate: | |
| 2.25% | |
For the year
ended October 31, 2015, $2,760,000 was amortized as stock based compensation.
|
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- DefinitionThe entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.
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v3.3.1.900
8. SUBSEQUENT EVENTS
|
12 Months Ended |
Oct. 31, 2015 |
Subsequent Events [Abstract] |
|
SUBSEQUENT EVENTS |
|
· |
In January 2016, 892,943,784 shares of common
stock were retired and converted to 894 shares of convertible preferred stock. |
|
· |
In January 2016, the Company issued 54 shares
of convertible preferred stock as compensation to consultants and employee for services rendered. |
|
· |
In February 2016, the Company paid off the $50,000
Apollo Note with accrued interest in cash. |
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- DefinitionThe entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
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v3.3.1.900
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
|
12 Months Ended |
Oct. 31, 2015 |
Accounting Policies [Abstract] |
|
Basis of Presentation |
Basis
of Presentation
The Company
maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United
States of America (U.S. GAAP).
|
Consolidation |
Consolidation
Accounting
policies used by the Company and the Companys subsidiaries conform to US GAAP. Significant policies are discussed below.
The Companys consolidated accounts include the Companys accounts and the accounts of the Companys subsidiaries
of which we own a 50% interest or greater.
These
consolidated financial statements include the accounts of the parent company Trans-Pacific Aerospace Company, Inc., and the majority
owned subsidiary: Godfrey. All intercompany transactions have been eliminated.
|
Non-controlling interests |
Non-controlling
interests
The
Company accounts for changes in our controlling interests of subsidiaries according to Accounting Codification Standards 810 Consolidations (ASC
810). ASC 810 requires that the Company record such changes as equity transactions, recording no gain or loss on such a
sale.
The
Companys non-controlling interest arises from the purchase of equity in Godfrey. It represents the portion of Godfrey that
is not owned. ASC 810 requires that the Company account for the equity and income or loss on that operation separately from the
Companys other activities. In the equity section of the Consolidated Balance Sheet, the Company presents the portion of
the negative equity attributable to non-controlling interests in Godfrey. In the Consolidated Statement of Operations, the Company
presents the portion of current period net loss in Godfrey attributable to non-controlling interests.
|
Use of Estimates |
Use of
Estimates
The preparation
of the financial statements in conformity with accounting principles generally accepted in the United States requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities
at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could
differ from those estimates.
|
Cash and Equivalents |
Cash and
Cash Equivalents
Cash
and cash equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances
at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC") up to
$250,000. There were no cash equivalents at October 31, 2015 and 2014.
|
Concentration of Credit Risk |
Concentration
of Credit Risk
Financial
instruments and related items, which potentially subject the Company to concentrations of credit risk, are cash and cash equivalents.
The Company places its cash and temporary cash investments with credit quality institutions. At times, such investments may be
in excess of FDIC insurance limits.
|
Impairment of Long-Lived Assets |
Impairment of Long-Lived Assets
The Company
has adopted Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 360-10, Property, Plant and Equipment
FASB ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed
for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events
relating to recoverability may include significant unfavorable changes in business conditions, recurring losses or a forecasted
inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived
assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible
assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of
the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value
less costs to sell.
|
Indefinite-lived Intangible Assets |
Indefinite-lived
Intangible Assets
The Company
has an indefinite-lived intangible asset (goodwill) relating to purchased blueprints, formulas, designs and processes for manufacturing
and production of self-lubricated spherical bearings, bushings and rod-end bearings. The indefinite-lived intangible asset is
not amortized; rather, it is tested for impairment at least annually by comparing the carrying amount of the asset with the fair
value. An impairment loss is recognized if the carrying amount is greater than fair value.
|
Fair Value of Financial Instruments |
Fair Value
of Financial Instruments
The Company
adopted FASB ASC 820 on October 1, 2008. Under this FASB, fair value is defined as the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price).
The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability
of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value,
and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.
The Company
has various financial instruments that must be measured under the new fair value standard including: cash and debt. The Company
currently does not have non-financial assets or non-financial liabilities that are required to be measured at fair value on a
recurring basis. The Companys financial assets and liabilities are measured using inputs from the three levels of the fair
value hierarchy. The three levels are as follows:
Level
1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability
to access at the measurement date. The fair value of the Companys cash is based on quoted prices and therefore classified
as Level 1.
Level
2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar
assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability
(e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market
data by correlation or other means (market corroborated inputs).
Level
3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset
or liability.
Cash, accounts payable, other
payables, and accrued expenses reported on the balance sheet are estimated by management to approximate fair market value due
to their short term nature.
The following tables provide a
summary of the fair values of assets and liabilities:
| |
| | |
Fair Value Measurements at | |
| |
| | |
October 31, 2015 | |
| |
| Carrying | | |
| | | |
| | | |
| | |
| |
| Value | | |
| | | |
| | | |
| | |
| |
| October 31, | | |
| | | |
| | | |
| | |
| |
| 2015 | | |
| Level
1 | | |
| Level
2 | | |
| Level
3 | |
Liabilities: | |
| | | |
| | | |
| | | |
| | |
Convertible notes payable, net | |
$ | 8,333 | | |
$ | | | |
$ | | | |
$ | 8,333 | |
Convertible notes payable currently in default | |
$ | 260,000 | | |
$ | | | |
$ | | | |
$ | 260,000 | |
| |
| | |
Fair Value Measurements at | |
| |
| | |
October 31, 2014 | |
| |
| Carrying | | |
| | | |
| | | |
| | |
| |
| Value | | |
| | | |
| | | |
| | |
| |
| October 31, | | |
| | | |
| | | |
| | |
| |
| 2014 | | |
| Level
1 | | |
| Level
2 | | |
| Level
3 | |
Liabilities: | |
| | | |
| | | |
| | | |
| | |
Convertible notes payable, net | |
$ | 233,747 | | |
$ | | | |
$ | | | |
$ | 233,747 | |
Convertible notes payable currently in default | |
$ | 260,000 | | |
$ | | | |
$ | | | |
$ | 260,000 | |
Derivative liabilities | |
$ | 207,891 | | |
$ | | | |
$ | | | |
$ | 207,891 | |
The Company
believes that the market rate of interest as of October 31, 2015 and 2014 was not materially different to the rate of interest
at which the convertible notes payable were issued. Accordingly, the Company believes that the fair value of the convertible notes
payable approximated their carrying value at October 31, 2015 and 2014 due to short term maturity.
|
Income Taxes |
Income
Taxes
The Company
accounts for income taxes under standards issued by the FASB. Under those standards, deferred tax assets and liabilities are recognized
for future tax benefits or consequences attributable to temporary differences between the financial statement carrying amounts
of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or
settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not that such assets
will not be realized through future operations.
The accounting
guidance for uncertainties in income tax prescribes a comprehensive model for the financial statement recognition, measurement,
presentation, and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The Company recognizes
a tax benefit from an uncertain tax position in the consolidated financial statements only when it is more likely than not that
the position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on
the technical merits and a consideration of the relevant taxing authoritys widely understood administrative practices and
precedents.
|
Equipment |
Equipment
Equipment
is recorded at cost and depreciated using straight line methods over the estimated useful lives of the related assets. The Company
reviews the carrying value of long-term assets to be held and used when events and circumstances warrant such a review. If the
carrying value of a long-lived asset is considered impaired, a loss is recognized based on the amount by which the carrying value
exceeds the fair market value. Fair market value is determined primarily using the anticipated cash flows discounted at a rate
commensurate with the risk involved. The cost of normal maintenance and repairs is charged to operations as incurred. Major overhaul
that extends the useful life of existing assets is capitalized. When equipment is retired or disposed, the costs and related accumulated
depreciation are eliminated and the resulting profit or loss is recognized in income. As of October 31, 2015, the useful lives
of the office equipment ranged from five years to seven years.
|
Issuance of Shares for Non-Cash Consideration to Non-Employees |
Issuance
of Shares for Non-Cash Consideration to Non-Employees
The Company
accounts for the issuance of equity instruments to acquire goods and/or services based on the fair value of the goods and services
received or the fair value of the equity instrument at the time of issuance, whichever is more readily determinable. The Company's
accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions
of standards issued by the FASB. The measurement date for the fair value of the equity instruments issued is determined
at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at
which the consultant or vendor's performance is complete. In the case of equity instruments issued to consultants, the fair value
of the equity instrument is recognized over the term of the consulting agreement.
|
Stock-Based Compensation |
Stock-Based
Compensation
Stock-based
compensation cost to employees is measured by the Company at the grant date, based on the fair value of the award, over the requisite
service period under ASC 718. For options issued to employees, the Company recognizes stock compensation costs utilizing the fair
value methodology over the related period of benefit.
|
Beneficial Conversion Features |
Beneficial
Conversion Features
From time
to time, the Company may issue convertible notes that may contain an embedded beneficial conversion feature. A beneficial conversion
feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is
convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion
of the note proceeds to the fair value of the warrants, if related warrants have been granted. The intrinsic value of the beneficial
conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount
is amortized to interest expense over the life of the note using the effective interest method.
|
Net Loss Per Share |
Net Loss
Per Share
The Company
adopted the standard issued by the FASB, which requires presentation of basic earnings or loss per share and diluted earnings
or loss per share. Basic income (loss) per share (Basic EPS) is computed by dividing net income (loss) available
to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share
(Diluted EPS) are similarly calculated using the treasury stock method except that the denominator is increased
to reflect the potential dilution that would occur if dilutive securities at the end of the applicable period were exercised.
There were convertible notes, 2,845 shares of convertible preferred stock, 2,000,000 Series A Warrants, 2,000,000 Series B Warrants
and options for 140,666,667 shares outstanding as of October 31, 2015 that are not included in the calculation of Diluted EPS
as their impact would be anti-dilutive.
| |
For the Years Ended
October 31, | |
| |
2015 | | |
2014 | |
| |
| | |
| |
Net loss attributable to the
Company | |
$ | (4,750,630 | ) | |
| (3,305,046 | ) |
| |
| | | |
| | |
Basic and diluted net loss from operations
per share | |
$ | (0.00 | ) | |
| (0.03 | ) |
| |
| | | |
| | |
Weighted average number of common shares
outstanding, basic and diluted | |
| 2,007,249,294 | | |
| 131,965,747 | |
| |
| | | |
| | |
|
Recently Adopted and Recently Enacted Accounting Pronouncements |
Recently
Adopted and Recently Enacted Accounting Pronouncements
In June 2014,
the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements.
ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the
elimination of inception-to-date information on the statements of operations, cash flows and stockholders' equity. The amendments
in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods
within those annual periods, however early adoption is permitted. The Company adopted ASU 2014-10 during the quarter ended May
31, 2014, thereby no longer presenting or disclosing any information required by Topic 915.
The Company
reviewed all recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the
SEC and they did not or are not believed by management to have a material impact on the Company's present or future financial
statements.
In August
2014, the FASB issued the FASB Accounting Standards Update No. 2014-15 Presentation of Financial StatementsGoing
Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern (ASU
2014-15).
In connection
with preparing financial statements for each annual and interim reporting period, an entitys management should evaluate
whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entitys ability
to continue as a going concern within one year after the date that the financial statements are issued (or within one year after
the date that the financial statements are available to be issued when applicable). Managements evaluation should be based
on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued
(or at the date that the financial statements are available to be issued when applicable). Substantial doubt about an entitys
ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that
it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the
financial statements are issued (or available to be issued). The term probable is used consistently with its use in Topic 450,
Contingencies.
When management
identifies conditions or events that raise substantial doubt about an entitys ability to continue as a going concern, management
should consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial
doubt. The mitigating effect of managements plans should be considered only to the extent that (1) it is probable that
the plans will be effectively implemented and, if so, (2) it is probable that the plans will mitigate the conditions or events
that raise substantial doubt about the entitys ability to continue as a going concern.
If conditions
or events raise substantial doubt about an entitys ability to continue as a going concern, but the substantial doubt is
alleviated as a result of consideration of managements plans, the entity should disclose information that enables users
of the financial statements to understand all of the following (or refer to similar information disclosed elsewhere in the footnotes):
|
a. |
Principal conditions or events that raised substantial doubt
about the entitys ability to continue as a going concern (before consideration of managements plans) |
|
|
|
|
b. |
Managements evaluation of the significance of those conditions
or events in relation to the entitys ability to meet its obligations |
|
c. |
Managements plans that alleviated substantial doubt about
the entitys ability to continue as a going concern. |
If conditions
or events raise substantial doubt about an entitys ability to continue as a going concern, and substantial doubt is not
alleviated after consideration of managements plans, an entity should include a statement in the footnotes indicating that
there is substantial doubt about the entitys ability to continue as a going concern within one year after the date that
the financial statements are issued (or available to be issued). Additionally, the entity should disclose information that enables
users of the financial statements to understand all of the following:
|
a. |
Principal conditions or events that raise substantial doubt about
the entitys ability to continue as a going concern |
|
|
|
|
b. |
Managements evaluation of the significance of those conditions
or events in relation to the entitys ability to meet its obligations |
|
c. |
Managements plans that are intended to mitigate the conditions
or events that raise substantial doubt about the entitys ability to continue as a going concern. |
The amendments
in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods
thereafter. Early application is permitted.
In February,
2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. ASU 2015-02
provides guidance on the consolidation evaluation for reporting organizations that are required to evaluate whether they should
consolidate certain legal entities such as limited partnerships, limited liability corporations, and securitization structures
(collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). ASU 2015-02 is
effective for periods beginning after December 15, 2015. The adoption of ASU 2015-02 is not expected to have a material effect
on the Companys consolidated financial statements. Early adoption is permitted.
In August,
2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. The
amendments in this Update defer the effective date of ASU No. 2014-09 for all entities by one year. Public business entities,
certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU No. 2014-09 to annual reporting
periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application
is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within
that reporting period.
Other recent
accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public
Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material
impact on the Companys present or future consolidated financial statements.
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v3.3.1.900
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
|
12 Months Ended |
Oct. 31, 2015 |
Accounting Policies [Abstract] |
|
Schedule of fair values of assets and liabilities |
| |
| | |
Fair Value Measurements at | |
| |
| | |
October 31, 2015 | |
| |
| Carrying | | |
| | | |
| | | |
| | |
| |
| Value | | |
| | | |
| | | |
| | |
| |
| October 31, | | |
| | | |
| | | |
| | |
| |
| 2015 | | |
| Level
1 | | |
| Level
2 | | |
| Level
3 | |
Liabilities: | |
| | | |
| | | |
| | | |
| | |
Convertible notes payable, net | |
$ | 8,333 | | |
$ | | | |
$ | | | |
$ | 8,333 | |
Convertible notes payable currently in default | |
$ | 260,000 | | |
$ | | | |
$ | | | |
$ | 260,000 | |
| |
| | |
Fair Value Measurements at | |
| |
| | |
October 31, 2014 | |
| |
| Carrying | | |
| | | |
| | | |
| | |
| |
| Value | | |
| | | |
| | | |
| | |
| |
| October 31, | | |
| | | |
| | | |
| | |
| |
| 2014 | | |
| Level
1 | | |
| Level
2 | | |
| Level
3 | |
Liabilities: | |
| | | |
| | | |
| | | |
| | |
Convertible notes payable, net | |
$ | 233,747 | | |
$ | | | |
$ | | | |
$ | 233,747 | |
Convertible notes payable currently in default | |
$ | 260,000 | | |
$ | | | |
$ | | | |
$ | 260,000 | |
Derivative liabilities | |
$ | 207,891 | | |
$ | | | |
$ | | | |
$ | 207,891 | |
|
Schedule of Earnings Per Share Basic and Diluted |
| |
For the Years Ended
October 31, | |
| |
2015 | | |
2014 | |
| |
| | |
| |
Net loss attributable to the
Company | |
$ | (4,750,630 | ) | |
| (3,305,046 | ) |
| |
| | | |
| | |
Basic and diluted net loss from operations
per share | |
$ | (0.00 | ) | |
| (0.03 | ) |
| |
| | | |
| | |
Weighted average number of common shares
outstanding, basic and diluted | |
| 2,007,249,294 | | |
| 131,965,747 | |
| |
| | | |
| | |
|
X |
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v3.3.1.900
5. CONVERTIBLE NOTES PAYABLE (Tables)
|
12 Months Ended |
Oct. 31, 2015 |
Convertible Notes Payable Tables |
|
Assumptions used |
| |
For the year ended | | |
For the year ended | |
| |
October 31, 2015 | | |
October 31, 2014 | |
Market Price: | |
| $0.0004 -- $0.03 | | |
| $0.014 -- $0.04 | |
Exercise Price: | |
| $0.0002 -- $0.015 | | |
| $0.003 -- $0.018 | |
Term: | |
| 0.15 -- 1 year | | |
| 0.5 -- 1 year | |
Volatility: | |
| 128% -- 350% | | |
| 128% -- 240% | |
Dividend Yield: | |
| 0 | | |
| 0 | |
Risk Free Interest Rate: | |
| 0.03% -- 0.07% | | |
| 0.03% -- 0.15% | |
|
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v3.3.1.900
7. CAPITAL STOCK TRANSACTIONS (Tables)
|
12 Months Ended |
Oct. 31, 2015 |
Capital Stock Transactions Tables |
|
Summary of option activity |
| |
October
31, 2015 | | |
October
31, 2014 | |
| |
| | |
Weighted | | |
Weighted | | |
| | |
Weighted | | |
Weighted | |
| |
| | |
average | | |
average | | |
| | |
average | | |
average | |
| |
Number of | | |
exercise | | |
life | | |
Number of | | |
exercise | | |
life | |
| |
shares | | |
price | | |
(years) | | |
shares | | |
price | | |
(years) | |
| |
| | |
| | |
| | |
| | |
| | |
| |
Outstanding at beginning of year | |
| 52,666,667 | | |
$ | 0.08 | | |
| 6.24 | | |
| 52,666,667 | | |
$ | 0.08 | | |
| 10.42 | |
Granted | |
| 138,000,000 | | |
| 0.0146 | | |
| 10.00 | | |
| | | |
| | | |
| | |
Exercised | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Forfeited | |
| 50,000,000 | | |
| 0.08 | | |
| 6.24 | | |
| | | |
| | | |
| | |
Cancelled | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Expired | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Outstanding at end of period | |
| 140,666,667 | | |
$ | 0.0146 | | |
| 9.27 | | |
| 52,666,667 | | |
$ | 0.08 | | |
| 9.42 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Options exercisable at end of period | |
| 140,666,667 | | |
$ | 0.0146 | | |
| 9.27 | | |
| 31,166,667 | | |
$ | 0.15 | | |
| 6.24 | |
|
Summary of warrant activity |
| |
October
31, 2015 | | |
October
31, 2014 | |
| |
| | |
Weighted | | |
Weighted | | |
| | |
Weighted | | |
Weighted | |
| |
| | |
average | | |
average | | |
| | |
average | | |
average | |
| |
| | |
exercise | | |
remaining | | |
| | |
exercise | | |
remaining | |
| |
Number | | |
price | | |
contractual | | |
Number | | |
price | | |
contractual | |
| |
Outstanding | | |
per
share | | |
life
(years) | | |
Outstanding | | |
per
share | | |
life
(years) | |
Outstanding at beginning of year | |
| 4,000,000 | | |
$ | 0.75 | | |
| 6.39 | | |
| 4,000,000 | | |
$ | 0.75 | | |
| 7.39 | |
Granted | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Exercised | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Forfeited | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Cancelled | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Expired | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Outstanding at end of year | |
| 4,000,000 | | |
$ | 0.75 | | |
| 5.39 | | |
| 4,000,000 | | |
$ | 0.75 | | |
| 6.39 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Warrants exercisable at end of year | |
| | | |
$ | | | |
| | | |
| | | |
$ | | | |
| | |
|
Assumptions |
Market Price: | |
$ | 0.020 | |
Exercise Price: | |
$ | 0.015 | |
Term: | |
| 10 years | |
Volatility: | |
| 321% | |
Dividend Yield: | |
| 0 | |
Risk Free Interest Rate: | |
| 2.25% | |
|
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v3.3.1.900
1. BACKGROUND AND ORGANIZATION (Details Narrative) - USD ($)
|
12 Months Ended |
|
Oct. 31, 2015 |
Oct. 31, 2014 |
Jun. 21, 2013 |
Net loss from operations |
$ (4,750,630)
|
$ (3,305,046)
|
|
Accumulated deficit |
$ (20,814,980)
|
$ (16,064,350)
|
|
Godfrey |
|
|
|
Minority ownership |
|
|
55.00%
|
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Fair Value Assets and Liabilities) - Fair Value, Measurements, Recurring [Member] - USD ($)
|
Oct. 31, 2015 |
Oct. 31, 2014 |
Convertible note payable |
$ 8,333
|
$ 233,747
|
Convertible notes payable - currently in default |
260,000
|
260,000
|
Derivative liabilities |
|
207,891
|
Level 1 |
|
|
Convertible note payable |
0
|
0
|
Convertible notes payable - currently in default |
0
|
0
|
Derivative liabilities |
|
0
|
Level 2 |
|
|
Convertible note payable |
0
|
0
|
Convertible notes payable - currently in default |
0
|
0
|
Derivative liabilities |
|
0
|
Level 3 |
|
|
Convertible note payable |
8,333
|
233,747
|
Convertible notes payable - currently in default |
$ 260,000
|
260,000
|
Derivative liabilities |
|
$ 207,891
|
X |
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Net Loss Per Share) - USD ($)
|
12 Months Ended |
Oct. 31, 2015 |
Oct. 31, 2014 |
Accounting Policies [Abstract] |
|
|
Net loss attributable to the Company |
$ (4,750,630)
|
$ (3,305,046)
|
Basic and diluted net loss from operations per share |
$ (0.00)
|
$ (.03)
|
Weighted average number of common shares outstanding, basic and diluted |
2,007,249,294
|
131,965,747
|
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v3.3.1.900
3. PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)
|
12 Months Ended |
Oct. 31, 2015 |
Oct. 31, 2014 |
Property, Plant and Equipment [Abstract] |
|
|
Office equipment, net |
$ 3,704
|
$ 4,908
|
Accumulated depreciation |
4,702
|
3,498
|
Depreciation expense |
$ 1,204
|
$ 1,204
|
X |
- DefinitionAmount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services.
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v3.3.1.900
4. RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
|
12 Months Ended |
|
Oct. 31, 2014 |
Oct. 31, 2015 |
Other payables - related parties |
$ 68,700
|
$ 58,975
|
Kevin Gould |
|
|
Other payables - related parties |
9,000
|
0
|
Harbin Aerospace Company |
|
|
Other receviables - related parties |
300
|
1,025
|
McKay |
|
|
Capital contribution of salary waived |
350,000
|
|
Due to related party forgiven |
281,600
|
|
Godfrey | Peter Liu |
|
|
Other payables - related parties |
$ 60,000
|
$ 60,000
|
X |
- DefinitionCarrying value as of the balance sheet date of obligations incurred and payable, which are not elsewhere specified in the taxonomy. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).
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v3.3.1.900
5. CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)
|
9 Months Ended |
12 Months Ended |
Jul. 31, 2015 |
Oct. 31, 2015 |
Oct. 31, 2014 |
Imputed interest |
|
$ 18,200
|
$ 18,200
|
Repayments of convertible notes |
|
$ 48,000
|
$ 117,755
|
Common stock issued upon conversion of notes payable, shares |
|
382,078
|
158,913
|
Derivative expenses |
|
$ 486,359
|
$ 0
|
Derivative liability |
|
0
|
207,891
|
Convertible note balances, net |
|
8,333
|
233,747
|
Discount on convertible notes |
|
41,667
|
33,753
|
HAC convertible note |
|
|
|
Imputed interest |
|
18,200
|
18,200
|
Notes |
|
|
|
Original convertible note amount |
|
|
$ 325,000
|
Interest rates |
|
|
8% to 12%
|
Repayments of convertible notes |
|
|
$ 112,500
|
Derivative expenses |
|
212,500
|
|
Tangiers Note |
|
|
|
Original convertible note amount |
|
|
$ 55,000
|
Interest rates |
|
|
10%
|
Maturity date |
|
|
Jun. 13, 2015
|
Tangiers Note 2 |
|
|
|
Original convertible note amount |
|
$ 27,500
|
|
Interest rates |
|
10%
|
|
Maturity date |
|
Nov. 25, 2015
|
|
Auctus Note |
|
|
|
Original convertible note amount |
|
$ 40,000
|
|
Interest rates |
|
8%
|
|
Maturity date |
|
Nov. 10, 2015
|
|
KBM Note |
|
|
|
Original convertible note amount |
|
$ 48,000
|
|
Interest rates |
|
8%
|
|
Maturity date |
|
Oct. 09, 2015
|
|
New Note |
|
|
|
Original convertible note amount |
|
$ 45,000
|
|
Interest rates |
|
8%
|
|
Maturity date |
|
Oct. 24, 2015
|
|
Apollo Capital Corp. |
|
|
|
Original convertible note amount |
|
$ 50,000
|
|
Interest rates |
|
12%
|
|
Maturity date |
|
Mar. 29, 2016
|
|
Convertible Notes Payable [Member] |
|
|
|
Common stock issued upon conversion of notes payable, shares |
3,737,696,430
|
|
|
Common stock issued upon conversion of notes payable |
$ 382,077
|
|
|
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v3.3.1.900
7. CAPITAL STOCK TRANSACTIONS (Details - Option activity) - Stock Options - $ / shares
|
12 Months Ended |
Oct. 31, 2015 |
Oct. 31, 2014 |
Number of Options Outstanding, Beginning |
52,666,667
|
52,666,667
|
Number of Options Granted |
138,000,000
|
|
Number of Options Exercised |
|
|
Number of Options Forfeited |
50,000,000
|
|
Number of Options Cancelled |
|
|
Number of Options Expired |
|
|
Number of Options Outstanding, Ending |
140,666,667
|
52,666,667
|
Number of Options Exercisable |
140,666,667
|
31,166,667
|
Weighted Average Exercise Price Outstanding, Beginning |
$ .08
|
$ .08
|
Weighted Average Exercise Price Granted |
$ .0146
|
|
Weighted Average Exercise Price Exercised |
|
|
Weighted Average Exercise Price Forfeited |
$ .08
|
|
Weighted Average Exercise Price Canceled |
|
|
Weighted Average Exercise Price Expired |
|
|
Weighted Average Exercise Price Outstanding, Ending |
$ .0146
|
$ .08
|
Weighted Average Exercise Price Exercisable |
$ .0146
|
$ .15
|
Weighted Average Remaining Contractual Life (in years) Outstanding, Beginning |
6 years 2 months 26 days
|
10 years 5 months 1 day
|
Weighted Average Remaining Contractual Life (in years) granted |
10 years
|
|
Weighted Average Remaining Contractual Life (in years) forfeited |
6 years 2 months 26 days
|
|
Weighted Average Remaining Contractual Life (in years) Outstanding, Ending |
9 years 3 months 7 days
|
9 years 5 months 1 day
|
Weighted Average Remaining Contractual Life (in years) Exercisable |
9 years 3 months 7 days
|
6 years 2 months 26 days
|
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v3.3.1.900
7. CAPITAL STOCK TRANSACTIONS (Details - Warrants outstanding) - Warrant [Member] - $ / shares
|
12 Months Ended |
Oct. 31, 2015 |
Oct. 31, 2014 |
Warrants outstanding, beginning balance |
4,000,000
|
4,000,000
|
Warrants outstanding, ending balance |
4,000,000
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4,000,000
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Warrants exercisable |
0
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0
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Weighted average exercise price, beginning |
$ .75
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$ .75
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Weighted average exercise price, ending |
$ .75
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$ .75
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6 years 4 months 20 days
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7 years 4 months 20 days
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Weighted average remaining contractual life, ending |
5 years 4 months 20 days
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v3.3.1.900
7. CAPITAL STOCK TRANSACTIONS (Details Narrative) - USD ($)
|
12 Months Ended |
Oct. 31, 2015 |
Oct. 31, 2014 |
Common stock retired, shares |
759,817,144
|
|
Preferred stock issued |
767
|
|
Convertible preferred stock issued for services, shares issued |
1,203
|
|
Convertible preferred stock issued for services, value |
$ 645,000
|
|
Proceeds from sale of preferred stock |
$ 22,000
|
|
Preferred stock to be issued |
220
|
|
Stock based compensation |
$ 3,830,000
|
$ 1,876,635
|
Stock issued for cash, proceeds |
$ 210,000
|
$ 541,600
|
Common stock, shares issued |
3,829,346,478
|
179,447,431
|
Preferred stock, shares issued |
2,945
|
0
|
Common stock issued upon conversion of notes payable, shares |
382,078
|
158,913
|
Vesting rights of options granted |
These options vests in 4 equal amounts on the grant date, 2/9/2015, 5/9/2015, and 8/9/2015 and are exercisable within 10 years from the dates of vesting.
|
|
Vesting period |
10 years
|
|
Estimation method |
Black-Scholes Model
|
|
Exercise price |
$ 0.15
|
|
Volatility rate |
321.00%
|
|
Risk free interest rate |
2.25%
|
|
Estimated fair value of option award |
$ 2,760,000
|
|
Convertible Notes Payable [Member] |
|
|
Common stock issued upon conversion of notes payable, shares |
3,737,696,430
|
15,562,444
|
Common stock issued upon conversion of notes payable |
$ 382,077
|
$ 158,913
|
Accredited Investors |
|
|
Stock issued for cash, shares issued |
478,000,000
|
31,987,282
|
Stock issued for cash, proceeds |
$ 510,000
|
$ 541,600
|
Common stock, shares issued |
228,000,000
|
|
Preferred stock, shares issued |
250
|
|
Stock issued for finders fees, shares issued |
57,019,761
|
9,413,380
|
Preferred stock issued in lieu of finders fees. shares issued |
725
|
|
Board of Directors |
|
|
Stock issued for services, shares issued |
|
2,000,000
|
Stock issued for services, value |
|
$ 86,000
|
Consultants |
|
|
Stock issued for services, shares issued |
387,000,000
|
18,893,566
|
Stock issued for services, value |
$ 425,000
|
$ 863,679
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