UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[Mark One]
x QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31,
2016
or
o TRANSITION
REPORT PURSUANT TO 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 |
36-4613360 |
(State of Incorporation) |
(IRS Employer Ident. No.) |
2975 Huntington Drive, Suite 107
San Marino, CA |
91108 |
(Address of Principal Executive Offices) |
(Zip Code) |
Registrant's telephone number: (626)
796-9804
Not applicable |
(Former name, former address or former fiscal
year, if
changed since last report) |
Indicate by check mark whether
the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes 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 (Section 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 reports). Yes x No 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. See definitions
of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule
12b-2 of the Exchange Act.
o Large accelerated filer |
o Accelerated filer |
o Non-accelerated filer |
x Smaller reporting company |
Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of March 10, 2016, the registrant had 2,944,402,694
shares of its $0.001 par value common stock issued and outstanding.
TRANS-PACIFIC AEROSPACE COMPANY, INC.
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Page |
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PART I - FINANCIAL INFORMATION |
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Item 1. |
Financial Statements |
|
|
|
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Consolidated Balance Sheets as of January 31, 2016 (Unaudited) and October 31, 2015 (Audited) |
F-1 |
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Consolidated Statements of Operations (Unaudited) for the Three Months Ended January 31, 2016 and 2015 |
F-2 |
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Consolidated Statement of Stockholders’ Equity (Deficit) for the Three Months Ended January 31, 2016 (Unaudited) |
F-3 |
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Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended January 31, 2016 and 2015 |
F-4 |
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Notes to Unaudited Consolidated Financial Statements |
F-5 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
1 |
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
2 |
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Item 4. |
Controls and Procedures |
3 |
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PART II - OTHER INFORMATION |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
4 |
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Item 6. |
Exhibits |
4 |
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Signatures |
5 |
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
TRANS-PACIFIC AEROSPACE COMPANY, INC.
Consolidated
Balance Sheets
| |
January 31, | | |
October 31, | |
| |
2016 | | |
2015 | |
| |
(Unaudited) | | |
| |
ASSETS | |
| | | |
| | |
Current assets | |
| | | |
| | |
Cash | |
$ | 3,621 | | |
$ | 6,833 | |
Prepaid expenses | |
| 792 | | |
| 1,584 | |
Total current assets | |
| 4,413 | | |
| 8,417 | |
| |
| | | |
| | |
Non-Current assets | |
| | | |
| | |
Office equipment, net of
accumulated depreciation of $5,003 and $4,702, respectively | |
| 3,403 | | |
| 3,704 | |
Security deposit | |
| 1,584 | | |
| 1,584 | |
Total non-current assets | |
| 4,987 | | |
| 5,288 | |
| |
| | | |
| | |
Total assets | |
$ | 9,400 | | |
$ | 13,705 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS' (DEFICIT) | |
| | | |
| | |
Current liabilities | |
| | | |
| | |
Accounts payable and accrued expenses | |
$ | 60,021 | | |
$ | 60,021 | |
Income taxes payable | |
| 1,951 | | |
| 1,951 | |
Accrued salary and payroll taxes | |
| 20,433 | | |
| 20,433 | |
Accrued interest payable | |
| 2,000 | | |
| 500 | |
Other payables - related parties | |
| 156,187 | | |
| 58,975 | |
Convertible note payable, net of discount | |
| 33,333 | | |
| 8,333 | |
Convertible note payable, currently in default | |
| 260,000 | | |
| 260,000 | |
Total current liabilities | |
| 533,925 | | |
| 410,213 | |
| |
| | | |
| | |
Total liabilities | |
| 533,925 | | |
| 410,213 | |
| |
| | | |
| | |
Stockholders' (deficit) | |
| | | |
| | |
Preferred stock, par value
$0.001, 5,000,000 shares authorized. 3,685 and 2,945 shares issued and outstanding at January 31, 2016 and October 31,
2015, respectively | |
| 4 | | |
| 3 | |
Common stock, par value $0.001,
4,500,000,000 shares authorized. 2,944,402,694 and 3,829,346,478 shares issued and outstanding at January 31, 2016 and
October 31, 2015, respectively | |
| 2,944,402 | | |
| 3,829,346 | |
Additional paid-in capital | |
| 18,236,241 | | |
| 17,142,748 | |
Common stock to be issued | |
| 86,093 | | |
| 86,093 | |
Accumulated Deficit | |
| (21,127,797 | ) | |
| (20,814,980 | ) |
Total Trans-Pacific Aerospace Company Inc. stockholders' equity | |
| 138,943 | | |
| 243,210 | |
Non-controlling interest in subsidiary | |
| (663,468 | ) | |
| (639,718 | ) |
| |
| | | |
| | |
Total stockholders' (deficit) | |
| (524,525 | ) | |
| (396,508 | ) |
| |
| | | |
| | |
Total liabilities and stockholders' (deficit) | |
$ | 9,400 | | |
$ | 13,705 | |
See
accompanying notes to consolidated financial statements
TRANS-PACIFIC AEROSPACE COMPANY, INC.
Unaudited
Consolidated Statements of Operations
| |
For the Three Months Ended January 31 | |
| |
2016 | | |
2015 | |
Operating expenses | |
| | | |
| | |
Professional fees | |
$ | 2,875 | | |
$ | 65,765 | |
Consulting | |
| 220,600 | | |
| 27,000 | |
Other general and administrative | |
| 82,042 | | |
| 1,496,182 | |
| |
| | | |
| | |
Total operating expenses | |
| 305,517 | | |
| 1,588,947 | |
| |
| | | |
| | |
Operating loss from continuing operations | |
| (305,517 | ) | |
| (1,588,947 | ) |
| |
| | | |
| | |
Interest expense, net | |
| (31,050 | ) | |
| (57,724 | ) |
Change in fair value of derivative liabilities | |
| – | | |
| 25,799 | |
| |
| | | |
| | |
Net loss from continuing operations | |
$ | (336,567 | ) | |
$ | (1,620,872 | ) |
| |
| | | |
| | |
Discontinued operations | |
| | | |
| | |
Net gain (loss) from discontinued operations | |
| – | | |
| – | |
| |
| | | |
| | |
Loss before income taxes | |
| (336,567 | ) | |
| (1,620,872 | ) |
| |
| | | |
| | |
Income taxes | |
| – | | |
| – | |
| |
| | | |
| | |
Net Loss | |
| (336,567 | ) | |
| (1,620,872 | ) |
| |
| | | |
| | |
Less: Loss attributable to non-controlling interest | |
$ | (23,750 | ) | |
$ | (42,544 | ) |
| |
| | | |
| | |
Net Loss attributable to the Company | |
$ | (312,817 | ) | |
$ | (1,578,328 | ) |
| |
| | | |
| | |
Basic and dilutive net
loss from operations per share | |
$ | (0.00 | ) | |
$ | (0.01 | ) |
| |
| | | |
| | |
Weighted
average number of common shares outstanding, basic and diluted | |
| 3,506,900,273 | | |
| 185,331,761 | |
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, 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 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common
stock converted to preferred stock | |
| 694 | | |
| 1 | | |
| (692,943,784 | ) | |
| (692,944 | ) | |
| 692,943 | | |
| | | |
| | | |
| | | |
| 0 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Preferred
stock issued for services & compensation | |
| 54 | | |
| – | | |
| | | |
| | | |
| 172,800 | | |
| | | |
| | | |
| | | |
| 172,800 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common
stock issued for services & compensation | |
| | | |
| | | |
| 8,000,000 | | |
| 8,000 | | |
| 23,200 | | |
| | | |
| | | |
| | | |
| 31,200 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common
stock retired | |
| | | |
| | | |
| (200,000,000 | ) | |
| (200,000 | ) | |
| 200,000 | | |
| | | |
| | | |
| | | |
| – | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Preferred
stock retired | |
| (8 | ) | |
| – | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| – | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Imputed
interest | |
| | | |
| | | |
| | | |
| | | |
| 4,550 | | |
| | | |
| | | |
| | | |
| 4,550 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Loss
on Minority interest | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (23,750 | ) | |
| | | |
| (23,750 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net
loss from continuing operations for the three months ended January 31, 2016 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (312,817 | ) | |
| (312,817 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balances,
January 31, 2016 (Unaudited) | |
| 3,685 | | |
$ | 4 | | |
| 2,944,402,694 | | |
$ | 2,944,402 | | |
$ | 18,236,241 | | |
$ | 86,093 | | |
$ | (663,468 | ) | |
$ | (21,127,797 | ) | |
$ | (524,525 | ) |
See accompanying notes to consolidated financial statements
TRANS-PACIFIC
AEROSPACE COMPANY, INC.
Unaudited Consolidated Statements of Cash Flows
| |
For the Three Months Ended January 31 | |
| |
2016 | | |
2015 | |
Cash flows from operating activities: | |
| | | |
| | |
Net Loss | |
$ | (336,567 | ) | |
$ | (1,620,872 | ) |
Adjustments to reconcile net loss
to net cash used in operating activities: | |
| | | |
| | |
Stock based compensation | |
| 204,000 | | |
| 1,352,500 | |
Amortization of debt discount | |
| 25,000 | | |
| 46,340 | |
Imputed interest expense | |
| 4,550 | | |
| 4,550 | |
Change in fair value of derivative liabilities | |
| – | | |
| (25,799 | ) |
Depreciation expense | |
| 301 | | |
| 301 | |
Change in operating assets and liabilities: | |
| | | |
| | |
Prepaid and deferred expenses | |
| 792 | | |
| (2,376 | ) |
Accounts payable and accrued expenses | |
| – | | |
| 17,237 | |
Accrued interest payable | |
| 1,500 | | |
| 6,834 | |
Net cash used in operating activities | |
| (100,424 | ) | |
| (221,285 | ) |
| |
| | | |
| | |
Cash flows from financing activities: | |
| | | |
| | |
Common stock issued for cash | |
| – | | |
| 140,000 | |
Convertible note issued for cash | |
| – | | |
| 67,500 | |
Repayment of convertible notes | |
| – | | |
| – | |
Other payables - related parties | |
| 97,212 | | |
| – | |
Net cash provided by financing activities | |
| 97,212 | | |
| 207,500 | |
| |
| | | |
| | |
Net increase / decrease in cash | |
| (3,212 | ) | |
| (13,785 | ) |
Cash, beginning of the period | |
| 6,833 | | |
| 50,089 | |
| |
| | | |
| | |
Cash, end of the period | |
$ | 3,621 | | |
$ | 36,304 | |
| |
| | | |
| | |
Supplemental cash flow disclosure: | |
| | | |
| | |
Interest paid | |
$ | – | | |
$ | – | |
Income taxes paid | |
$ | – | | |
$ | – | |
| |
| | | |
| | |
Supplemental disclosure of non-cash transactions: | |
| | | |
| | |
Common stock issued for payment on
outstanding liabilities | |
$ | – | | |
$ | 40,000 | |
Common stock issued for conversion of notes
payable | |
$ | – | | |
$ | 46,129 | |
Conversion of derivative liability to common stock | |
$ | – | | |
$ | 59,739 | |
Retirement of common shares | |
$ | 200,000 | | |
$ | – | |
Derivative liabilities | |
$ | – | | |
$ | 221,353 | |
See
accompanying notes to consolidated financial statements
Trans-Pacific Aerospace Company, Inc.
Notes to Consolidated Financial Statements
January 31, 2016
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 $312,817 during the three months ended January
31, 2016, and an accumulated deficit of $21,127,797 at January 31, 2016. 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”).
The accompanying unaudited consolidated financial
statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S.) for interim
financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X promulgated by the Securities
and Exchange Commission (“SEC”) and reflect all adjustments, consisting of normal recurring adjustments and other adjustments,
which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company,
for the respective periods presented. The results of operations for an interim period are not necessarily indicative of the results
that may be expected for any other interim period or the year as a whole. The accompanying unaudited consolidated financial statements
should be read in conjunction with the consolidated financial statements and notes thereto in the Company’s Annual Report
on Form 10-K for the year ended October 31, 2015, filed with the SEC on February 16, 2015.
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 January 31, 2016 and October 31, 2015.
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 | |
| |
| | |
January 31, 2016 | |
| |
Carrying | | |
| | | |
| | | |
| | |
| |
Value | | |
| | | |
| | | |
| | |
| |
January 31, | | |
| | | |
| | | |
| | |
| |
2016 | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
Liabilities: | |
| | | |
| | | |
| | | |
| | |
Convertible notes payable, net | |
$ | 33,333 | | |
$ | – | | |
$ | – | | |
$ | 33,333 | |
Convertible notes payable – currently in default | |
$ | 260,000 | | |
$ | – | | |
$ | – | | |
$ | 260,000 | |
| |
| | |
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 | |
The Company believes that the market rate of
interest as of January 31, 2016 and October 31, 2015 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 January 31, 2016 and October 31, 2015 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 January 31, 2016, 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, 2,945 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 Three Months Ended January 31, | |
| |
2016 | | |
2015 | |
Net loss attributable to the Company | |
$ | (312,817 | ) | |
$ | (1,578,328 | ) |
| |
| | | |
| | |
Basic and diluted net loss from operations per share | |
$ | (0.00 | ) | |
$ | (0.01 | ) |
| |
| | | |
| | |
Weighted average number of common shares outstanding, basic and diluted | |
| 3,506,900,273 | | |
| 185,331,761 | |
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 January 31, 2016 and October 31, 2015,
the Company had office equipment of $3,403 and 3,704, net of accumulated depreciation of $5,003 and $4,702, respectively. For the
three months ended January 31, 2016 and 2015, the Company recorded depreciation expense of $301 and $301, 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 January 31, 2016 and October 31, 2015, Mr. Peter Liu had payables due to him from Godfrey of $60,000 and $60,000;
respectively; The Company had receivables due from HAC amounted to $938 and $1,025 at January 31, 2016 and October 31, 2015, respectively.
During the three months ended January 31, 2016,
the Company borrowed $97,212 from various shareholders under oral agreements. This amount bears no interest and is due on demand.
As of January 31, 2016, the outstanding balance was $97,212.
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 three months ended January 31, 2016 and 2015, the Company recorded imputed interest of $4,550 and
$4,550, 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 October24,
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 three months ended January 31, 2016
and 2015, the Company recorded derivative expense of $0 and ($25,799), respectively. As of January 31, 2016 and October 31, 2015,
the derivative liability was fully converted or paid off.
As of January 31, 2016 and October 31, 2015,
the outstanding amount of the convertible notes were $33,333 and $8,333, net of discount of $16,667 and $41,667, 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.
As of January 31, 2016 and October 31,
2015, 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.
During the three months ended January 31, 2016,
692,943,784 shares of common stock were retired and converted to 694 shares of convertible preferred stock. In addition, the Company
issued 54 shares of convertible preferred stock to its employee and consultants for services rendered. These shares were value
at $172,800 based on closing price of the underlying common stock if converted.
During the three months ended January 31, 2016,
8 shares of preferred stock were retired and cancelled.
At January 31, 2016 and October 31, 2015, there
were 3,685 and 2,945 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 January 31, 2016 and October 31, 2015, there
were 2,944,402,694 and 3,829,346,478 shares issued and outstanding, respectively.
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 $382,077.
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.
Fiscal year 2016:
During the three months ended January 31, 2016,
692,943,784 shares of common stock were retired and converted to 694 shares of convertible preferred stock. In addition, 200,000,000
shares were retired and cancelled.
Options and Warrants
A summary of option activity during the
three months ended January 31, 2016 and the year ended October 31, 2015 are presented below:
| |
January 31, 2016 | | |
October 31, 2015 | |
| |
| | |
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 | |
| 140,666,667 | | |
$ | 0.0146 | | |
| 9.27 | | |
| 52,666,667 | | |
$ | 0.08 | | |
| 6.24 | |
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 | | |
| 9.02 | | |
| 140,666,667 | | |
$ | 0.0146 | | |
| 9.27 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Options exercisable at end of period | |
| 140,666,667 | | |
$ | 0.0146 | | |
| 9.02 | | |
| 140,666,667 | | |
$ | 0.0146 | | |
| 9.27 | |
A summary of warrant activity during the
three months ended January 31, 2016 and the year ended October 31, 2015 are presented below:
| |
January 31, 2016 | | |
October 31, 2015 | |
| |
| | |
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 | | |
| 5.39 | | |
| 4,000,000 | | |
$ | 0.75 | | |
| 6.39 | |
Granted | |
| – | | |
| – | | |
| – | | |
| | | |
| | | |
| | |
Exercised | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
Forfeited | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
Cancelled | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
Expired | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Outstanding at end of period | |
| 4,000,000 | | |
$ | 0.75 | | |
| 5.14 | | |
| 4,000,000 | | |
$ | 0.75 | | |
| 5.39 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Warrants exercisable at end of period | |
| – | | |
$ | – | | |
| – | | |
| – | | |
$ | – | | |
| – | |
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 fully amortized as stock based compensation.
NOTE 8 – SUBSEQUENT EVENTS
| · | In February 2016, the Company issued 290 shares of convertible preferred stock as compensation
to consultants for services rendered. |
| · | In February 2016, the Company paid off the $50,000 Apollo Note with accrued interest in cash. |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operation |
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 financial statements and
accompanying notes included elsewhere in this report.
Forward Looking Statements
This quarterly report
on Form 10-Q 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, Godfrey’s
commencement of manufacturing operations; our distribution of Godfrey’s products; our working capital requirements; and the
further approvals of regulatory authorities. There are several important factors that could cause our future results to differ
materially from our forward-looking statement. Some of these important factors, but not necessarily all important factors, include
our ability to acquire additional capital as and when needed; 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; and those other risks discussed more fully in the “Risk Factors” section of in our annual
report on Form 10-K for the year ended October 31, 2015 filed with the Securities and Exchange Commission on February 16,
2016. 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.
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 and
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
Three Months Ended January 31, 2016 and
2015
We have commenced revenue
producing in first quarter of 2016. During the three months ended January 31, 2016, we incurred
$305,517 of operating expenses compared to $1,588,947 during the three months ended January 31, 2015. Our operating
expenses consist primarily of professional fees, consulting fees, and other general and administrative expenses. The decrease in
operating expenses for the three months ended January 31, 2016 compared to the same period in fiscal 2015 was primarily resulted
from issuance of options for common stock to board of directors in 2015. We had no such issuance in the quarter ended January 31,
2016. However, we expect our operating expenses will significantly increase at such time as we commence the distribution of Godfrey’s
spherical bearings.
During the three months
ended January 31, 2016 and 2015, we incurred a net loss from operations of $336,567 and $1,620,872, respectively. The decrease
was primarily resulted from issuance of common stock options to board of directors in 2015. We had no such issuance in the quarter
ended January 31, 2016.
As of January 31, 2016
and October 31, 2015, as a result of the increased ownership to 55% in Godfrey, we recorded non-controlling interest of $663,468
and $639,718, respectively. The net loss attributable to the Company was $312,817 and $1,578,328 for the three months ended January
31, 2016 and 2015, respectively.
Financial Condition
Liquidity and Capital Resources
As of January 31, 2016,
we had total assets of $9,400 and a working capital deficit of $529,512. Since January 31, 2016, our working capital
has decreased as a result of continuing losses from operations. We estimate that we require approximately $1 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 arrangements, as defined in Item 303 of Regulation S-K.
Item 3. |
Quantitative and Qualitative Disclosures about Market Risk. |
None.
Item 4. |
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 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The
term “disclosure controls and procedures” refers to the controls and procedures of our company that are designed to
ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms,
and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial
officer, as appropriate, to allow timely decisions regarding required disclosures.
Based upon the above-described
evaluation, our management, including our chief executive officer and chief financial officer, concluded that our disclosure controls
and procedures were not effective as of January 31, 2015 due to certain material weakness in our internal control over financial
reporting. 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 January 31, 2016, and this assessment identified the following material weaknesses in our internal
control over financial reporting:
| 1. | 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; |
| 2. | Our board of directors does not have an audit committee or a financial expert to maintain effective
oversight of our financial reporting process; and |
| 3. | 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 January 31, 2016.
Changes in internal control over financial
reporting
There were no changes
in our internal control over financial reporting that occurred during the first quarter of fiscal 2016 that has materially affected,
or is reasonably likely to materially affect, our internal control over financial reporting.
PART II
OTHER INFORMATION
Item 2. |
Unregistered Sales of Equity
Securities and Use of Proceeds |
None
Exhibit
No. |
|
Description |
|
Method of Filing |
|
|
|
|
|
31.1 |
|
Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
Filed electronically herewith |
|
|
|
|
|
31.2 |
|
Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
Filed electronically herewith |
|
|
|
|
|
32.1 |
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) |
|
Filed electronically herewith |
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 |
|
|
|
|
|
SIGNATURES
In accordance with the requirements of the
Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
TRANS-PACIFIC AEROSPACE COMPANY INC. |
|
|
(Registrant) |
|
|
|
|
|
|
|
|
Date: |
March 16, 2016 |
By: |
/s/ William Reed McKay |
|
|
|
William Reed McKay |
|
|
|
President, Chief Executive Officer and Chief Financial Officer |
|
|
|
(Principal Executive and Financial Officer) |
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
Section 302 Certification
I, William Reed McKay, certify that:
1) I
have reviewed this quarterly report on Form 10-Q of Trans-Pacific Aerospace Company, Inc.;
2) Based
on my knowledge, this quarterly 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 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 registrant 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 end 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
fiscal quarter presented in this 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 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 the 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 data
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.
Date: March 16, 2016 |
|
By: |
/s/ William Reed McKay |
|
|
|
William Reed McKay, President and Chief
Executive Officer |
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER
Section 302 Certification
I, William Reed McKay, certify that:
1) I
have reviewed this quarterly report on Form 10-Q of Trans-Pacific Aerospace Company, Inc. ;
2) Based
on my knowledge, this quarterly 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 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 registrant 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 end 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
fiscal quarter presented in this 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 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 the 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 data
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.
Date: March 16, 2016 |
|
By: |
/s/ William Reed McKay |
|
|
|
William Reed McKay, Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of
Trans-Pacific Aerospace Company, Inc. (the “Company”) on Form 10-Q for the quarterly period ended January 31,
2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William Reed McKay,
President, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The
Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The
information contained in the Report fairly presents, in all material respects, the financial condition and result of operations
of the Company.
By: |
/s/ William Reed McKay |
|
Dated: |
March 16, 2016 |
|
William Reed McKay |
|
|
|
Title: |
President and Chief Executive Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ William Reed McKay |
|
Dated: |
March 16, 2016 |
|
William Reed McKay |
|
|
|
Title: |
Chief 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
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v3.3.1.900
Consolidated Balance Sheets (Unaudited) - USD ($)
|
Jan. 31, 2016 |
Oct. 31, 2015 |
Current assets |
|
|
Cash |
$ 3,621
|
$ 6,833
|
Prepaid expenses |
792
|
1,584
|
Total current assets |
4,413
|
8,417
|
Non-Current assets |
|
|
Office equipment, net of accumulated depreciation of $5,003 and $4,702, respectively |
3,403
|
3,704
|
Security deposit |
1,584
|
1,584
|
Total non-current assets |
4,987
|
5,288
|
Total assets |
9,400
|
13,705
|
Current liabilities |
|
|
Accounts payable and accrued expenses |
60,021
|
60,021
|
Income taxes payable |
1,951
|
1,951
|
Accrued salary and payroll taxes |
20,433
|
20,433
|
Accrued interest payable |
2,000
|
500
|
Other payables - related parties |
156,187
|
58,975
|
Convertible note payable, net of discount |
33,333
|
8,333
|
Convertible note payable, currently in default |
260,000
|
260,000
|
Total current liabilities |
533,925
|
410,213
|
Total liabilities |
533,925
|
410,213
|
Stockholders' (deficit) |
|
|
Preferred stock, par value $0.001, 5,000,000 shares authorized. 3,685 and 2,945 shares issued and outstanding at January 31, 2016 and October 31, 2015, respectively |
4
|
3
|
Common stock, par value $0.001, 4,500,000,000 shares authorized. 2,944,402,694 and 3,829,346,478 shares issued and outstanding at January 31, 2016 and October 31, 2015, respectively |
2,944,402
|
3,829,346
|
Additional paid-in capital |
18,236,241
|
17,142,748
|
Common stock to be issued |
86,093
|
86,093
|
Accumulated deficit |
(21,127,797)
|
(20,814,980)
|
Total Trans-Pacific Aerospace Company Inc. stockholders' equity |
138,943
|
243,210
|
Non-controlling interest in subsidiary |
(663,468)
|
(639,718)
|
Total stockholders' (deficit) |
(524,525)
|
(396,508)
|
Total liabilities and stockholders' (deficit) |
$ 9,400
|
$ 13,705
|
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v3.3.1.900
Consolidated Balance Sheets (Parenthetical) - USD ($)
|
Jan. 31, 2016 |
Oct. 31, 2015 |
Statement of Financial Position [Abstract] |
|
|
Accumulated depreciation |
$ 5,003
|
$ 4,702
|
Preferred stock, par value |
$ 0.001
|
$ 0.001
|
Preferred stock, shares authorized |
5,000,000
|
5,000,000
|
Preferred stock, shares issued |
3,685
|
2,945
|
Preferred stock, shares outstanding |
3,685
|
2,945
|
Common stock, par value |
$ 0.001
|
$ 0.001
|
Common stock, shares authorized |
4,500,000,000
|
4,500,000,000
|
Common stock, shares issued |
2,944,402,694
|
3,829,346,478
|
Common stock, shares outstanding |
2,944,402,694
|
3,829,346,478
|
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
Unaudited Consolidated Statements of Operations - USD ($)
|
3 Months Ended |
Jan. 31, 2016 |
Jan. 31, 2015 |
Operating expenses |
|
|
Professional fees |
$ 2,875
|
$ 65,765
|
Consulting |
220,600
|
27,000
|
Other general and administrative |
82,042
|
1,496,182
|
Total operating expenses |
305,517
|
1,588,947
|
Operating loss from continuing operations |
(305,517)
|
(1,588,947)
|
Interest expense, net |
(31,050)
|
(57,724)
|
Change in fair value of derivative liabilities |
0
|
25,799
|
Net loss from continuing operations |
(336,567)
|
(1,620,872)
|
Discontinued operations |
|
|
Net gain (loss) from discontinued operations |
0
|
0
|
Loss before income taxes |
(336,567)
|
(1,620,872)
|
Income taxes |
0
|
0
|
Net Loss |
(336,567)
|
(1,620,872)
|
Less: Loss attributable to non-controlling interest |
(23,750)
|
(42,544)
|
Net Loss attributable to the Company |
$ (312,817)
|
$ (1,578,328)
|
Basic and dilutive net loss from operations per share |
$ (0.00)
|
$ (0.01)
|
Weighted average number of common shares outstanding, basic and diluted |
3,506,900,273
|
185,331,761
|
X |
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v3.3.1.900
Unaudited Consolidated Statements of Cash Flows - USD ($)
|
3 Months Ended |
Jan. 31, 2016 |
Jan. 31, 2015 |
Cash flows from operating activities: |
|
|
Net loss |
$ (336,567)
|
$ (1,620,872)
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
Stock based compensation |
204,000
|
1,352,500
|
Amortization of debt discount |
25,000
|
46,340
|
Imputed interest expense |
4,550
|
4,550
|
Change in fair value of derivative liabilities |
0
|
(25,799)
|
Depreciation expense |
301
|
301
|
Change in operating assets and liabilities: |
|
|
Prepaid and deferred expenses |
792
|
(2,376)
|
Accounts payable and accrued expenses |
0
|
17,237
|
Accrued interest payable |
1,500
|
6,834
|
Net cash used in operating activities |
(100,424)
|
(221,285)
|
Cash flows from financing activities: |
|
|
Common stock issued for cash |
0
|
140,000
|
Convertible note issued for cash |
0
|
67,500
|
Repayment of convertible notes |
0
|
0
|
Other payables - related parties |
97,212
|
0
|
Net cash provided by financing activities |
97,212
|
207,500
|
Net increase / decrease in cash |
(3,212)
|
(13,785)
|
Cash, beginning of the period |
6,833
|
50,089
|
Cash, end of the period |
3,621
|
36,304
|
Supplemental cash flow disclosure: |
|
|
Interest paid |
0
|
0
|
Income taxes paid |
0
|
0
|
Supplemental disclosure of non-cash transactions: |
|
|
Common stock issued for payment on outstanding liabilities |
0
|
40,000
|
Common stock issued for conversion on notes payable |
0
|
46,129
|
Conversion of derivative liability to common stock |
0
|
59,739
|
Retirement of common shares |
200,000
|
0
|
Derivative liabilities |
$ 0
|
$ 221,353
|
X |
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v3.3.1.900
Consolidated Statement of Stockholders' Equity (Deficit) - USD ($)
|
Preferred Stock |
Common Stock |
Additional Paid-In Capital |
Common Stock To Be Issued |
Noncontrolling Interest |
Accumulated Deficit |
Total |
Beginning balance, shares at Oct. 31, 2014 |
0
|
179,447,431
|
|
|
|
|
|
Beginning balance, value at Oct. 31, 2014 |
$ 0
|
$ 179,447
|
$ 15,461,785
|
$ 64,093
|
$ (489,407)
|
$ (16,064,350)
|
$ (848,432)
|
Common stock converted to preferred stock, shares |
767
|
(759,817,144)
|
|
|
|
|
|
Common stock converted to preferred stock |
$ 1
|
$ (759,817)
|
759,817
|
|
|
|
1
|
Preferred stock issued for services & compensation, shares |
1,203
|
|
|
|
|
|
|
Preferred stock issued for services & compensation |
$ 1
|
|
644,999
|
|
|
|
645,000
|
Common stock issued for cash, shares |
|
228,000,000
|
|
|
|
|
|
Common stock issued for cash, value |
|
$ 228,000
|
(18,000)
|
|
|
|
210,000
|
Preferred stock issued for cash, shares |
250
|
|
|
|
|
|
|
Preferred stock issued for cash, value |
|
|
300,000
|
22,000
|
|
|
322,000
|
Common stock issued in lieu of finders fees, shares |
725
|
57,019,761
|
|
|
|
|
|
Common stock issued in lieu of finders fees |
$ 1
|
$ 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
|
Common stock issued upon conversion of notes payable, shares |
|
3,737,696,430
|
|
|
|
|
|
Common stock issued upon conversion of notes payable |
|
$ 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 |
|
|
|
|
|
(4,750,630)
|
|
Ending balance, shares at Oct. 31, 2015 |
2,945
|
3,829,346,478
|
|
|
|
|
|
Ending balance, value at Oct. 31, 2015 |
$ 3
|
$ 3,829,346
|
17,142,748
|
86,093
|
(639,718)
|
(20,814,980)
|
$ (396,508)
|
Common stock converted to preferred stock, shares |
694
|
(692,943,784)
|
|
|
|
|
|
Common stock converted to preferred stock |
$ 1
|
$ (692,944)
|
$ 692,943
|
|
|
|
|
Preferred stock issued for services & compensation, shares |
54
|
|
172,800
|
|
|
|
172,800
|
Common stock issued for services and compensation, shares |
|
8,000,000
|
|
|
|
|
|
Common stock issued for services and compensation |
|
$ 8,000
|
$ 23,200
|
|
|
|
$ 31,200
|
Stock retired, shares retired |
(8)
|
(200,000,000)
|
|
|
|
|
|
Stock retired, value |
|
$ (200,000)
|
200,000
|
|
|
|
|
Conversion of derivative liability to common stock |
|
|
|
|
|
|
0
|
Imputed interest |
|
|
4,550
|
|
|
|
4,550
|
Loss on Minority interest |
|
|
|
|
(23,750)
|
|
(23,750)
|
Net loss |
|
|
|
|
|
|
(312,817)
|
Ending balance, shares at Jan. 31, 2016 |
3,685
|
2,944,402,694
|
|
|
|
|
|
Ending balance, value at Jan. 31, 2016 |
$ 4
|
$ 2,944,402
|
$ 18,236,241
|
$ 86,093
|
$ (663,468)
|
$ (21,127,797)
|
$ (524,525)
|
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v3.3.1.900
1. BACKGROUND AND ORGANIZATION
|
3 Months Ended |
Jan. 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 $312,817
during the three months ended January 31, 2016, and an accumulated deficit of $21,127,797 at January 31, 2016. 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
|
3 Months Ended |
Jan. 31, 2016 |
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).
The accompanying
unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in
the United States (U.S.) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation
S-X promulgated by the Securities and Exchange Commission (SEC) and reflect all adjustments, consisting of normal
recurring adjustments and other adjustments, which management believes are necessary to fairly present the financial position,
results of operations and cash flows of the Company, for the respective periods presented. The results of operations for an interim
period are not necessarily indicative of the results that may be expected for any other interim period or the year as a whole.
The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements
and notes thereto in the Companys Annual Report on Form 10-K for the year ended October 31, 2015, filed with the SEC
on February 16, 2015.
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 January 31, 2016 and October 31, 2015.
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 | |
| |
| | |
January 31, 2016 | |
| |
Carrying | | |
| | | |
| | | |
| | |
| |
Value | | |
| | | |
| | | |
| | |
| |
January 31, | | |
| | | |
| | | |
| | |
| |
2016 | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
Liabilities: | |
| | | |
| | | |
| | | |
| | |
Convertible notes payable, net | |
$ | 33,333 | | |
$ | | | |
$ | | | |
$ | 33,333 | |
Convertible notes payable currently in default | |
$ | 260,000 | | |
$ | | | |
$ | | | |
$ | 260,000 | |
| |
| | |
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 | |
The Company believes
that the market rate of interest as of January 31, 2016 and October 31, 2015 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 January 31, 2016 and October 31, 2015 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 January 31, 2016, 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,
2,945 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 Three Months
Ended January 31, | |
| |
2016 | | |
2015 | |
Net loss attributable to the
Company | |
$ | (312,817 | ) | |
$ | (1,578,328 | ) |
| |
| | | |
| | |
Basic and diluted net loss from operations
per share | |
$ | (0.00 | ) | |
$ | (0.01 | ) |
| |
| | | |
| | |
Weighted average number of common shares
outstanding, basic and diluted | |
| 3,506,900,273 | | |
| 185,331,761 | |
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
|
3 Months Ended |
Jan. 31, 2016 |
Property, Plant and Equipment [Abstract] |
|
PROPERTY AND EQUIPMENT |
As of January
31, 2016 and October 31, 2015, the Company had office equipment of $3,403 and 3,704, net of accumulated depreciation of $5,003
and $4,702, respectively. For the three months ended January 31, 2016 and 2015, the Company recorded depreciation expense of $301
and $301, respectively.
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- DefinitionThe entire disclosure for long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, accounting policies and methodology, roll forwards, depreciation, depletion and amortization expense, including composite depreciation, accumulated depreciation, depletion and amortization expense, useful lives and method used, income statement disclosures, assets held for sale and public utility disclosures.
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v3.3.1.900
4. RELATED PARTY TRANSACTIONS
|
3 Months Ended |
Jan. 31, 2016 |
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 January 31, 2016 and October 31, 2015, Mr. Peter Liu had payables due to him from
Godfrey of $60,000 and $60,000; respectively; The Company had receivables due from HAC amounted to $938 and $1,025 at January
31, 2016 and October 31, 2015, respectively.
During the three
months ended January 31, 2016, the Company borrowed $97,212 from various shareholders under oral agreements. This amount bears
no interest and is due on demand. As of January 31, 2016, the outstanding balance was $97,212.
|
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v3.3.1.900
5. CONVERTIBLE NOTES PAYABLE
|
3 Months Ended |
Jan. 31, 2016 |
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 three months ended January 31, 2016 and 2015,
the Company recorded imputed interest of $4,550 and $4,550, 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 October24, 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 three
months ended January 31, 2016 and 2015, the Company recorded derivative expense of $0 and ($25,799), respectively. As of January
31, 2016 and October 31, 2015, the derivative liability was fully converted or paid off.
As of January
31, 2016 and October 31, 2015, the outstanding amount of the convertible notes were $33,333 and $8,333, net of discount of $16,667
and $41,667, 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
|
3 Months Ended |
Jan. 31, 2016 |
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.
As of
January 31, 2016 and October 31, 2015, 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
|
3 Months Ended |
Jan. 31, 2016 |
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.
During the three
months ended January 31, 2016, 692,943,784 shares of common stock were retired and converted to 694 shares of convertible preferred
stock. In addition, the Company issued 54 shares of convertible preferred stock to its employee and consultants for services rendered.
These shares were value at $172,800 based on closing price of the underlying common stock if converted.
During the three
months ended January 31, 2016, 8 shares of preferred stock were retired and cancelled.
At January 31,
2016 and October 31, 2015, there were 3,685 and 2,945 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 January 31,
2016 and October 31, 2015, there were 2,944,402,694 and 3,829,346,478 shares issued and outstanding, respectively.
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 $382,077.
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.
Fiscal year
2016:
During the three
months ended January 31, 2016, 692,943,784 shares of common stock were retired and converted to 694 shares of convertible preferred
stock. In addition, 200,000,000 shares were retired and cancelled.
Options and
Warrants
A summary
of option activity during the three months ended January 31, 2016 and the year ended October 31, 2015 are presented below:
| |
January
31, 2016 | | |
October
31, 2015 | |
| |
| | |
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 | |
| 140,666,667 | | |
$ | 0.0146 | | |
| 9.27 | | |
| 52,666,667 | | |
$ | 0.08 | | |
| 6.24 | |
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 | | |
| 9.02 | | |
| 140,666,667 | | |
$ | 0.0146 | | |
| 9.27 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Options exercisable at end of period | |
| 140,666,667 | | |
$ | 0.0146 | | |
| 9.02 | | |
| 140,666,667 | | |
$ | 0.0146 | | |
| 9.27 | |
A summary
of warrant activity during the three months ended January 31, 2016 and the year ended October 31, 2015 are presented below:
| |
January
31, 2016 | | |
October
31, 2015 | |
| |
| | |
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 | | |
| 5.39 | | |
| 4,000,000 | | |
$ | 0.75 | | |
| 6.39 | |
Granted | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Exercised | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Forfeited | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Cancelled | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Expired | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Outstanding at end of period | |
| 4,000,000 | | |
$ | 0.75 | | |
| 5.14 | | |
| 4,000,000 | | |
$ | 0.75 | | |
| 5.39 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Warrants exercisable at end of period | |
| | | |
$ | | | |
| | | |
| | | |
$ | | | |
| | |
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 fully amortized as stock based compensation.
|
X |
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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
|
3 Months Ended |
Jan. 31, 2016 |
Subsequent Events [Abstract] |
|
SUBSEQUENT EVENTS |
| · | In
February 2016, the Company issued 290 shares of convertible preferred stock as compensation
to consultants 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)
|
3 Months Ended |
Jan. 31, 2016 |
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).
The accompanying
unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in
the United States (U.S.) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation
S-X promulgated by the Securities and Exchange Commission (SEC) and reflect all adjustments, consisting of normal
recurring adjustments and other adjustments, which management believes are necessary to fairly present the financial position,
results of operations and cash flows of the Company, for the respective periods presented. The results of operations for an interim
period are not necessarily indicative of the results that may be expected for any other interim period or the year as a whole.
The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements
and notes thereto in the Companys Annual Report on Form 10-K for the year ended October 31, 2015, filed with the SEC
on February 16, 2015.
|
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 January 31, 2016 and October 31, 2015.
|
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 | |
| |
| | |
January 31, 2016 | |
| |
Carrying | | |
| | | |
| | | |
| | |
| |
Value | | |
| | | |
| | | |
| | |
| |
January 31, | | |
| | | |
| | | |
| | |
| |
2016 | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
Liabilities: | |
| | | |
| | | |
| | | |
| | |
Convertible notes payable, net | |
$ | 33,333 | | |
$ | | | |
$ | | | |
$ | 33,333 | |
Convertible notes payable currently in default | |
$ | 260,000 | | |
$ | | | |
$ | | | |
$ | 260,000 | |
| |
| | |
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 | |
The Company believes
that the market rate of interest as of January 31, 2016 and October 31, 2015 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 January 31, 2016 and October 31, 2015 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 January 31, 2016, 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 Three Months
Ended January 31, | |
| |
2016 | | |
2015 | |
Net loss attributable to the
Company | |
$ | (312,817 | ) | |
$ | (1,578,328 | ) |
| |
| | | |
| | |
Basic and diluted net loss from operations
per share | |
$ | (0.00 | ) | |
$ | (0.01 | ) |
| |
| | | |
| | |
Weighted average number of common shares
outstanding, basic and diluted | |
| 3,506,900,273 | | |
| 185,331,761 | |
|
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)
|
3 Months Ended |
Jan. 31, 2015 |
Accounting Policies [Abstract] |
|
Schedule of fair values of assets and liabilities |
| |
| | |
Fair Value Measurements at | |
| |
| | |
January 31, 2016 | |
| |
Carrying | | |
| | | |
| | | |
| | |
| |
Value | | |
| | | |
| | | |
| | |
| |
January 31, | | |
| | | |
| | | |
| | |
| |
2016 | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
Liabilities: | |
| | | |
| | | |
| | | |
| | |
Convertible notes payable, net | |
$ | 33,333 | | |
$ | | | |
$ | | | |
$ | 33,333 | |
Convertible notes payable currently in default | |
$ | 260,000 | | |
$ | | | |
$ | | | |
$ | 260,000 | |
| |
| | |
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 | |
|
Schedule of Earnings Per Share Basic and Diluted |
| |
For the Three Months
Ended January 31, | |
| |
2016 | | |
2015 | |
Net loss attributable to the
Company | |
$ | (312,817 | ) | |
$ | (1,578,328 | ) |
| |
| | | |
| | |
Basic and diluted net loss from operations
per share | |
$ | (0.00 | ) | |
$ | (0.01 | ) |
| |
| | | |
| | |
Weighted average number of common shares
outstanding, basic and diluted | |
| 3,506,900,273 | | |
| 185,331,761 | |
|
X |
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v3.3.1.900
7. CAPITAL STOCK TRANSACTIONS (Tables)
|
3 Months Ended |
Jan. 31, 2016 |
Capital Stock Transactions Tables |
|
Summary of option activity |
| |
January
31, 2016 | | |
October
31, 2015 | |
| |
| | |
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 | |
| 140,666,667 | | |
$ | 0.0146 | | |
| 9.27 | | |
| 52,666,667 | | |
$ | 0.08 | | |
| 6.24 | |
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 | | |
| 9.02 | | |
| 140,666,667 | | |
$ | 0.0146 | | |
| 9.27 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Options exercisable at end of period | |
| 140,666,667 | | |
$ | 0.0146 | | |
| 9.02 | | |
| 140,666,667 | | |
$ | 0.0146 | | |
| 9.27 | |
|
Summary of warrant activity |
| |
January
31, 2016 | | |
October
31, 2015 | |
| |
| | |
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 | | |
| 5.39 | | |
| 4,000,000 | | |
$ | 0.75 | | |
| 6.39 | |
Granted | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Exercised | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Forfeited | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Cancelled | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Expired | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Outstanding at end of period | |
| 4,000,000 | | |
$ | 0.75 | | |
| 5.14 | | |
| 4,000,000 | | |
$ | 0.75 | | |
| 5.39 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Warrants exercisable at end of period | |
| | | |
$ | | | |
| | | |
| | | |
$ | | | |
| | |
|
Assumptions |
Market
Price: |
$0.020 |
Exercise Price: |
$0.015 |
Term: |
10 years |
Volatility: |
321% |
Dividend Yield: |
0 |
Risk Free Interest
Rate: |
2.25% |
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1. BACKGROUND AND ORGANIZATION (Details Narrative) - USD ($)
|
3 Months Ended |
|
|
Jan. 31, 2016 |
Jan. 31, 2015 |
Oct. 31, 2015 |
Jun. 21, 2013 |
Net loss from operations |
$ (312,817)
|
$ (1,578,328)
|
|
|
Accumulated deficit |
$ (21,127,797)
|
|
$ (20,814,980)
|
|
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 ($)
|
Jan. 31, 2016 |
Oct. 31, 2015 |
Convertible note payable |
$ 33,333
|
$ 8,333
|
Convertible notes payable - currently in default |
260,000
|
260,000
|
Level 1 |
|
|
Convertible note payable |
0
|
0
|
Convertible notes payable - currently in default |
0
|
0
|
Level 2 |
|
|
Convertible note payable |
0
|
0
|
Convertible notes payable - currently in default |
0
|
0
|
Level 3 |
|
|
Convertible note payable |
33,333
|
8,333
|
Convertible notes payable - currently in default |
$ 260,000
|
$ 260,000
|
X |
- DefinitionConvertible notes payable - currently in default
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Net Loss Per Share) - USD ($)
|
3 Months Ended |
Jan. 31, 2016 |
Jan. 31, 2015 |
Accounting Policies [Abstract] |
|
|
Net loss attributable to the Company |
$ (312,817)
|
$ (1,578,328)
|
Basic and diluted net loss from operations per share |
$ (0.00)
|
$ (0.01)
|
Weighted average number of common shares outstanding, basic and diluted |
3,506,900,273
|
185,331,761
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v3.3.1.900
5. CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)
|
3 Months Ended |
6 Months Ended |
12 Months Ended |
Jan. 31, 2016 |
Jan. 31, 2015 |
Apr. 30, 2015 |
Oct. 31, 2015 |
Oct. 31, 2014 |
Imputed interest |
$ 4,550
|
$ 4,550
|
|
|
|
Repayments of convertible notes |
0
|
0
|
|
|
|
Derivative liability |
|
|
|
$ 0
|
|
Convertible note balances, net |
33,333
|
|
|
8,333
|
|
Discount on convertible notes |
|
|
|
41,667
|
|
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
|
|
Debt converted, amount converted |
|
|
|
$ 382,078
|
|
HAC convertible note |
|
|
|
|
|
Imputed interest |
$ 4,550
|
$ 4,550
|
|
|
|
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v3.3.1.900
6. COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)
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Jan. 31, 2016 |
Oct. 31, 2015 |
McKay |
|
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Accrued salaries |
$ 0
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$ 0
|
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- DefinitionCarrying value as of the balance sheet date of the obligations incurred through that date and payable for employees' services provided.
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7. CAPITAL STOCK TRANSACTIONS (Details - Option activity) - Stock Options - $ / shares
|
3 Months Ended |
12 Months Ended |
Jan. 31, 2016 |
Oct. 31, 2015 |
Number of Options Outstanding, Beginning |
140,666,667
|
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
|
140,666,667
|
Number of Options Exercisable |
140,666,667
|
140,666,667
|
Weighted Average Exercise Price Outstanding, Beginning |
$ .0146
|
$ .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
|
$ .0146
|
Weighted Average Exercise Price Exercisable |
$ .0146
|
$ .0146
|
Weighted Average Remaining Contractual Life (in years) Outstanding, Beginning |
9 years 3 months 7 days
|
6 years 2 months 26 days
|
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 7 days
|
9 years 3 months 7 days
|
Weighted Average Remaining Contractual Life (in years) Exercisable |
9 years 7 days
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9 years 3 months 7 days
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7. CAPITAL STOCK TRANSACTIONS (Details - Warrants outstanding) - Warrant [Member] - $ / shares
|
3 Months Ended |
12 Months Ended |
Jan. 31, 2016 |
Oct. 31, 2015 |
Warrants outstanding, beginning balance |
4,000,000
|
4,000,000
|
Warrants outstanding, ending balance |
4,000,000
|
4,000,000
|
Warrants exercisable |
|
0
|
Weighted average exercise price, beginning |
$ .75
|
$ 0.75
|
Weighted average exercise price, ending |
$ 0.75
|
$ .75
|
Weighted average remaining contractual life, beginning |
5 years 4 months 20 days
|
6 years 4 months 20 days
|
Weighted average remaining contractual life, ending |
5 years 1 month 20 days
|
5 years 4 months 20 days
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7. CAPITAL STOCK TRANSACTIONS (Details Narrative) - USD ($)
|
3 Months Ended |
12 Months Ended |
Jan. 31, 2016 |
Jan. 31, 2015 |
Oct. 31, 2015 |
Stock based compensation |
$ 204,000
|
$ 1,352,500
|
|
Common stock, shares issued |
2,944,402,694
|
|
3,829,346,478
|
Preferred stock, shares issued |
3,685
|
|
2,945
|
Common stock issued upon conversion of notes payable |
|
|
$ 382,078
|
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
|
Common stock issued upon conversion of notes payable |
|
|
$ 382,077
|
Accredited Investors |
|
|
|
Proceeds from sale of preferred stock |
|
|
$ 22,000
|
Preferred stock to be issued |
|
|
220
|
Stock issued for cash, shares issued |
|
|
478,000,000
|
Stock issued for cash, proceeds |
|
|
$ 510,000
|
Common stock, shares issued |
|
|
228,000,000
|
Preferred stock, shares issued |
|
|
250
|
Stock issued for finders fees, shares issued |
|
|
57,019,761
|
Preferred stock issued in lieu of finders fees. shares issued |
|
|
725
|
Consultants |
|
|
|
Stock issued for services, shares issued |
|
|
387,000,000
|
Stock issued for services, value |
|
|
$ 425,000
|
Employee and Consultants [Member] |
|
|
|
Stock issued for services, shares issued |
54
|
|
1,203
|
Stock issued for services, value |
$ 172,800
|
|
$ 645,000
|
Preferred Stock [Member] |
|
|
|
Common stock retired and converted, common shares retired |
|
|
759,817,144
|
Common stock retired and converted, preferred shares issued |
694
|
|
|
Preferred stock retired and cancelled, shares |
8
|
|
|
Common Stock [Member] |
|
|
|
Common stock retired and converted, common shares retired |
692,943,784
|
|
|
Common stock retired and converted, preferred shares issued |
|
|
767
|
Common shares retired, shares retired |
200,000,000
|
|
|
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v3.3.1.900
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