Item 1. Business
General
We are engaged in the business of designing, manufacturing and selling aerospace quality component parts for commercial and military aircraft, space vehicles, power plants and surface and undersea vessels. Our initial products will be self-lubricating spherical bearings for commercial aircraft. These bearings are integral to the operation of commercial aircraft and help with several flight-critical tasks, including aircraft flight controls and landing gear. As of the date of this report, we have not had significant commercial manufacture and sale of our products.
We commenced our aircraft component business in February 1, 2010. To date, our operations have focused on the development of our production facility in Dongguan, China and the design and engineering of our initial product line of spherical bearings. Our production facility in Dongguan, China is held and operated by TPAC. Naval Air Systems Command (“NAVAIR”) of the United States Navy has completed the qualification testing of our initial line of bearings. Godfrey and TPAC received final approval from NAVAIR on March 5, 2013. However, we expect that we will need to raise at least $1 million of capital, or to develop a strategic partnership, through which the partner will contribute working capital, in order to better develop international marketing and production.
Our strategy is to leverage our product design and engineering expertise to form business relationships with local partners in markets outside the United States who will provide manufacturing, sales and distribution capabilities, similar to our relationship with Godfrey. Our initial target markets for establishing foreign partnerships are China, Australia, India and the Middle East. We intend to partner in these foreign markets with local businesses that can establish in-country production facilities using our product design and engineering expertise, and thereby take advantage of economies available only to local producers. We intend to serve as the primary distributor of products manufactured by our foreign partners. In addition to our partners’ foreign based operations, we plan to establish our own manufacturing facility in the United States to provide component parts to U.S. military weapon systems and commercial aerospace end users.
We believe our strategy will permit us to compete more effectively with our larger competitors, who generally have greater financial resources, by:
· Reducing our capital requirements by focusing on the design and engineering portions of the value chain;
· Utilizing our partners' established raw material access, manufacturing facilities and sales and distribution networks;
· Entering emerging international markets that have little in-country component parts manufacturing capacity and little established competition;
· Taking advantage of local sales "offset" regulations that require aircraft original equipment manufacturers (OEMs) such as Airbus and Boeing to procure and utilize local made components for incorporation into products sold; and
· Partnering with existing aerospace companies and investors within our initial target markets to provide us with working capital, political and economic resources and regional business and cultural expertise.
We currently have no joint venture in place for the manufacture or sale of our products other than our arrangements with Godfrey, but have supplier/distribution agreements with U.S., China, European and Australia related entities.
Recent Developments
Change of Control. On September 8, 2016, William McKay, our President and Chief Executive Officer gained control of the Company via issuance of the 10,000 shares of Series A preferred Stock issued to him. Following issuance of such shares, the Company had 3,920,880,936 shares of common stock and 14,421 shares of Series A preferred stock outstanding. Based on the current conversion price, each share of Series A preferred stock is entitled to 1 million votes per share. Accordingly, there were 18,341,880,936 votes outstanding voting together as a single class on September 8, 2016. The 10,000 shares of Series A preferred stock issued to Mr. McKay (along with the 300 shares of Series A preferred stock then held by him) provided him with approximately 56% of the total votes, resulting in change of control. The shares of Series A Preferred were issued to obtain voting control to make certain board decision at the best interest of the Company. The 10,000 shares are subsequently returned after October 31, 2016. Prior to the issuance of the control block of Series A Preferred, no singular person had control of the Company, although the Series A Preferred as a class accounted for 53% of the total votes outstanding prior to the issuance of the 10,000 shares to Mr. McKay. The 1,300 shares of Series B preferred stock issued to Mr. McKay on November 30, 2016 (pursuant to which he received an additional 1.3 trillion votes) increased his voting control over the Company to approximately 86% based on 4,268,880,936, 14,959 and 1,500 shares of Common Stock, Series A preferred stock and Series B preferred stock outstanding, respectively on such date (and thus 1,519,227,880,936 outstanding on such date). Each shares of Series B preferred stock is entitled to 100 million votes. On December 8, 2016, Mr. McKay cancelled and returned 10,000 shares of Series A preferred stock to treasury. However, he still retained approximately 86% of the outstanding voting control of the outstanding shares of the Company’s Common Stock, Series A preferred stock and Series B preferred stock voting together as a single class on such date.
Reincorporation as a Wyoming Corporation. Effective January 27, 2017, we completed a change of domicile (the “Reincorporation”) to Wyoming from Nevada by means of a merger of Trans-Pacific Aerospace Company Inc., a Nevada corporation with and into the Company’s wholly-owned subsidiary, Trans-Pacific Aerospace Company, Inc., a Wyoming corporation. Following the Reincorporation, the affairs of the Company ceased to be governed by Nevada corporation laws pursuant to the Nevada Revised Statutes (“NRS”) and become subject to Wyoming corporation laws pursuant to the Wyoming Business Corporation Act (the “WBCA”). The Company’s governance is pursuant to the Articles of Incorporation filed in Wyoming and the Bylaws, reflecting, among other things, application of the WBCA. The resulting Wyoming corporation (TPAC-WY), is deemed to be same entity as the Company previously incorporated in Nevada (TPAC-NV), and there was no change in the Company’s business, management, employees, headquarters, benefit plans, assets, liabilities or net worth. Each of TPAC-NV’s issued and outstanding shares of common stock and of preferred stock automatically converted into an equivalent number of issued and outstanding shares of common stock and preferred stock of TPAC-WY, without any action on the part of our shareholders. The number of issued and outstanding shares of capital stock of TPAC-WY is identical to the Company’s capital stock existing immediately prior to the Reincorporation. The terms of the Series A preferred stock and Series B preferred stock of TPAC-WY is identical to the terms of the Series A preferred stock and Series B preferred stock of TPAC-NV.
Godfrey (China) Limited
Our initial operations have focused on the Chinese and U.S. bearings market and are conducted through TPAC. On March 30, 2010, we acquired 25% of the outstanding share capital of Godfrey in exchange for our contribution to Godfrey of technology used for the design and production of SAE-AS81820, 81934 and 81935 self-lubricated spherical bearings, bushings and rod-end bearings. These bearings and component parts are designed to meet the specifications and standards of NAVAIR and are widely used in the manufacture of commercial aircraft, among other products. In 2013 we acquired an additional 30% interest in Godfrey (China).
In September 2010, we opened our production facility in Guangzhou, China. As of the date of this report, TPAC and Godfrey have received qualification approval by NAVAIR. As of September, 2014, the Company was placed on the US Navy Qualified Producers List, allowing all Chinese and international airframe manufacturers, sub-tier suppliers, MRO facilities, airlines and distributors to purchase parts produced there. The Company moved to a new facility in Dongguan, China in 2015 at a savings of approximately $60,000 annually. The Company, whose factory is located in close proximity to Hong Kong, was the first and remains the only company in China qualified for the production of SAE-AS81820 and 81934 spherical bearings and bushings.
Products
We are engaged in the business of designing, manufacturing and selling aerospace quality component parts for commercial and military aircraft, space vehicles, power plants and surface and undersea vessels. Our product designs address over 3,000 component parts that are utilized in new and used commercial aircraft and military aircraft, space vehicles, power plants and surface and undersea vessels. Our initial products are self-lubricating spherical bearings for commercial aircraft. These bearings are integral to the operation of commercial aircraft and help with several flight-critical tasks, including aircraft flight controls and landing gear. We also intend to manufacture for sale bushings and rod-end bearings. We have received all regulatory approvals required for the manufacture and sale of our initial line of self-lubricating spherical bearings and bushings and intend to pursue regulatory approval of our initial line of rod-end bearings.
Spherical bearings facilitate proper power transmission from one plane surface to another, provide for articulation of mating parts and reduce friction. In general, a spherical bearing permits angular rotation about a central point in two orthogonal directions within a specified angular limit based on the bearing geometry. Typically, these bearings support a rotating shaft in the bore of the inner ring that must move not only rotationally, as most shafts, but also at angle. Spherical bearings permit freedom of rotation on the two axes that are not parallel with the shaft axis (although some bearings do permit this also). Comprised of one ball and one race, the ball is essentially a sphere with a hole bored through the center and the race is a ring that surrounds the ball. The ends of the sphere extend out past the surface of the race. These bearings are not used in rotational applications, but are used in misalignment applications or in hinging applications.
Spherical bearings act much like an elbow, wrist or knee joint acts in that they allow for slight rotation and severe misalignment. In aircraft, they are used on doors, hatches, landing gears, some flight control surfaces, slats, leading edges and trailing edges and on horizontal and vertical stabilizers. They are also used in engines as engine hangers and to open and close stator vanes.
Customers and Market
We plan to supply bearings for use in commercial, military and private aircraft, naval vessels, power plants, wind turbines and sophisticated commercial applications. Our potential customers include large aerospace companies such as Airbus, Boeing, Embraer, COMAC, General Electric, Rolls Royce, Pratt & Whitney, Honeywell and various aftermarket channels.
Manufacturing and Operations
We have commenced commercial manufacture of our products and are continuing to develop our commercial market. Our initial operations have focused on the Chinese and U.S. bearings markets and are conducted through Company facilities located in Dongguan, China.
As of the date of this report, TPAC and Godfrey have received qualification approval by NAVAIR of the United States Navy. In September 2014 the Company was placed on the US Navy Qualified Producers List, allowing all Chinese and international airframe manufacturers, sub-tier suppliers, MRO facilities, airlines and distributors to purchase parts produced by TPAC and Godfrey. The facility, located in close proximity to Hong Kong, is the first and only facility in China qualified for the production of SAE-AS81820 and 81934 spherical bearings and bushings. We anticipate providing NAVAIR with test samples for approval under SAE-AS81935 for the production of rod end bearings in 2016.
The production of our spherical bearings will occur in six general steps: (1) machining of ball and race; (2) preparation of self-lubricating liners; (3) assembly of race and liner; (4) swaging of ball in race; (5) final curing; and (6) final machining. These general steps take approximately 14 days to complete and employ a variety of tools, equipment and processes, some of which can be outsourced or performed at different facilities. For the foreseeable future, we expect that our production facilities and those of our partners will outsource the machining of the ball and race and the preparation of the liners. All other steps will be conducted at our production facilities or the facilities of our foreign partners. Our production facility in Dongguan, China is presently capable of conducting all production steps, other than the machining of the ball and race and final grinding of the bearings, at a capacity that will handle demand for the foreseeable future.
Sales, Marketing and Distribution
We have commenced commercial sales of our products and are continuing to develop our commercial market. Our current strategy is to form business relationships with local partners in markets outside the United States who will provide sales, marketing, and manufacturing capabilities. We will supply our product design and engineering expertise and also serve as the primary distributor of products manufactured by our joint venture partners. However, we expect that we will need to raise at least $1 million of capital, or to develop a strategic partnership, through which the partner will contribute working capital, in order to better develop international marketing and production
Our initial sales, marketing and distribution efforts focus on the self-lubricated spherical bearings, bushings and rod-ends manufactured at our production facility in Dongguan, China. We have received all regulatory approvals required for the manufacture and sale of our initial line of self-lubricating spherical bearings and bushings and intend to pursue regulatory approval of our initial line of rod-end bearings.
We expect to supplement the sales activities of our local-market partners with direct sales efforts by our executive management and internal sales staff. During the first quarter of 2014, we signed a marketing and sales agreement with a Hong Kong aerospace marketing company with strong marketing and distribution ties to the Chinese market. During the third quarter of 2015, we signed a marketing and sales agreement with a Hong Kong aerospace marketing company with strong marketing and distribution ties to the Australian, Indian and Middle East markets. During the first quarter of 2016 we received approval and became a supplier to a U.S. based, China owned aerospace distributor, for the marketing and distribution of our products. We intend to implement a strategic brand management initiative that will seek to position the Trans-Pacific name as a global brand with local roots in various foreign countries. In addition to standard primary touch points including OEMs, airlines and MROs, we will also reach out to leading bearing distributors, the sub-assembly industry and others. We do expect to market to the U.S. military. Our marketing elements will include:
· Participation in major air and aerospace trade shows (e.g., China International Aviation & Aerospace Exhibition; Farnborough/Paris; Dubai; Singapore; Zhuhai);
· Participation in trade fairs (for airlines and MROs) sponsored by Boeing, Airbus and Embraer;
· Trade publicity;
· Key market tours to coincide with government-sponsored expositions;
· Sponsorship of “best practice” seminars for airlines and MROs; and
· Sales support materials for distributors (promotional collateral and product DVDs).
Competition
The markets within the aerospace industry that we serve are relatively fragmented and we face several competitors for many of the products and services we provide. Due to the global nature of the commercial aircraft industry, competition in these categories comes from both U.S. and foreign companies. Competitors in our product offerings range in size from divisions of large public corporations that have significantly greater financial, technological and marketing resources than we do, to small privately-held entities, with only one or two components in their entire product portfolios.
The largest competitors in the sale of spherical bearings for the commercial aircraft industry are Minebea Co. Ltd., an international manufacturer of bearing products headquartered in Tokyo, Japan and traded on the Nikkei Stock Exchange, and RBC Bearings, Inc., an international manufacturer of bearing products headquartered in Oxford, Connecticut and traded on the NASDAQ Stock Market.
We expect to compete on the basis of engineering, manufacturing and marketing high quality products which meet or exceed the performance and maintenance requirements of our customers, consistent and timely delivery, and superior customer service and support. Additionally, we plan to take advantage of established long term relationships and sales "offset" regulations (in China and our other target markets) that require aircraft OEMs such as Airbus and Boeing to procure and utilize local made components for incorporation into products sold.
Regulations and Laws
The commercial aircraft component industry is highly regulated by the OEMs, including Boeing and Airbus, and both the Federal Aviation Administration, or the FAA, in the United States and by the Joint Aviation Authorities in Europe and other agencies throughout the world. We, and the components we manufacture, are required to be certified or approved by one or more of these agencies and/or, in many cases, by individual OEMs in order to sell our parts for use in commercial aircraft. Our foreign sales may be subject to similar approvals or U.S. export control restrictions, however, our management believes that there are no currently existing export restrictions for the products we wish to sell.
In order to sell component parts to the OEMs of commercial aircraft in the United States, our products must be approved by an OEM or government agency, such as NAVAIR. These production approval holders provide quality control and performance criteria and oversight and, in effect, generally limit the number of suppliers directly servicing the commercial aerospace new parts market. In order to directly sell component parts to the aftermarket, we must conform to a separate set of FAA regulations providing for an independent parts manufacturing authority, or PMA, process, which enables suppliers who conform to FAA PMA requirements to sell products to the aftermarket, irrespective of whether the supplier is an approved supplier to the OEM for original equipment or products. Currently, we are approved by NAVAIR and are an approved supplier to Boeing Commercial Aircraft Company. We are working toward Boeing Supplier Qualification Approval, which would greatly enhance the opportunity to quote on products from Boeing.
As of the date of this report, TPAC and Godfrey have received qualification approval by NAVAIR. As of September, 2014 the Company was placed on the US Navy Qualified Producers List, allowing all Chinese and international airframe manufacturers, sub-tier suppliers, MRO facilities, airlines and distributors to purchase parts produced there. The Dongguan facility, located in close proximity to Hong Kong, is the first and only facility in China qualified for the production of SAE-AS81820 and 81934 spherical bearings and bushings. We anticipate providing NAVAIR with test samples for approval under SAE-AS81935 for the production of rod end bearings during 2017. Our spherical bearings are now eligible for sale to OEMs in the U.S. Since the PMA process is unavailable to manufacturers in China, products produced at our facilities in China will not be entitled to be sold in the U.S. aftermarket directly by our Chinese manufacturing company. However, because TPAC is located in the USA, we are able to utilize our facility in the United States in order to sell to the aftermarket the parts manufactured by our facilities in China.
In addition, sales of many of our products that will be used on aircraft owned by non-U.S. entities are subject to compliance with U.S. export control laws. Our management believes that none of the products we intend to design or manufacture currently are listed as restricted commodities on the U.S. Commerce Control List and that none of the products nor the technology to manufacture the products currently are subject to export license requirements from any agency of the United States federal government.
Our operations are also subject to a variety of worker and community safety laws. Our manufacturing facility in China is in compliance with all state and local laws.
Intellectual Property
Because we have few proprietary rights, others can provide products substantially equivalent to ours. We hold no patents. Although we have developed designs and processes for our line of spherical bearing products, we believe that most of the technology used by us in the design of our products is generally known and available to others. Consequently, others can develop spherical bearing products similar to ours. We rely on a combination of confidentiality agreements and trade secret law to protect our confidential information. In addition, we restrict access to confidential information on a ‘‘need to know’’ basis. However, there can be no assurance that we will be able to maintain the confidentiality of our proprietary information. If our proprietary rights are violated, or if a third-party claims that we violate their proprietary rights, we may be required to engage in litigation. Proprietary rights litigation tends to be costly and time consuming. Bringing or defending claims related to our proprietary rights may require us to redirect our human and monetary resources to address those claims.
Environmental Matters
We are subject to federal, state and local environmental laws and regulations, including those governing discharges of pollutants into the air and water, the storage, handling and disposal of wastes and the health and safety of employees. We also may be liable under the Comprehensive Environmental Response, Compensation, and Liability Act or similar state laws for the costs of investigation and clean-up of contamination at facilities currently or formerly owned or operated by us, or at other facilities at which we have disposed of hazardous substances. In connection with such contamination, we may also be liable for natural resource damages, government penalties and claims by third parties for personal injury and property damage. Agencies responsible for enforcing these laws have authority to impose significant civil or criminal penalties for noncompliance. We believe we are currently in material compliance with all applicable requirements of environmental laws. We do not anticipate material capital expenditures for environmental compliance in fiscal 2016. Our operations in the U.S. do not involve any manufacturing or production and do not generate any hazardous waste.
Employees
As of the date of this report, we have six employees, including two employees of our China facility. We expect to add additional employees subject to our commencement of manufacturing operations.
Available Information
Our website is located at www.tpacbearings.com and www.transpacificaerospace.com. The information on or accessible through our website is not part of this annual report on Form 10-K. A copy of this annual report on Form 10-K is located at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet site that contains reports and other information regarding our filings at www.sec.gov.
Item 1A.
Item 1A. Risk Factors
In this report we make, and from time-to-time we otherwise make, written and oral statements regarding our business and prospects, such as projections of future performance, statements of management’s plans and objectives, forecasts of market trends, and other matters that are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements containing the words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimates,” “projects,” “believes,” “expects,” “anticipates,” “intends,” “target,” “goal,” “plans,” “objective,” “should” or similar expressions identify forward-looking statements, which may appear in documents, reports, filings with the Securities and Exchange Commission, news releases, written or oral presentations made by officers or other representatives made by us to analysts, stockholders, investors, news organizations and others, and discussions with management and other of our representatives. For such statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
Our future results, including results related to forward-looking statements, involve a number of risks and uncertainties. No assurance can be given that the results reflected in any forward-looking statements will be achieved. Any forward-looking statement speaks only as of the date on which such statement is made. Our forward-looking statements are based upon assumptions that are sometimes based upon estimates, data, communications and other information from suppliers, government agencies and other sources that may be subject to revision. Except as required by law, we do not undertake any obligation to update or keep current either (i) any forward-looking statement to reflect events or circumstances arising after the date of such statement, or (ii) the important factors that could cause our future results to differ materially from historical results or trends, results anticipated or planned by us, or which are reflected from time to time in any forward-looking statement.
In addition to other matters identified or described by us from time to time in filings with the SEC, there are several important factors that could cause our future results to differ materially from historical results or trends, results anticipated or planned by us, or results that are reflected from time to time in any forward-looking statement. Some of these important factors, but not necessarily all important factors, include those set out below.
Risks Relating to Our Company and Business
We may be unable to continue as a going concern. Our independent auditor has noted in their audit report concerning our financial statements as of October 31, 2016 and 2015. We have incurred recurring losses and negative cash flows from operations and have an accumulated deficit of $25,383,090 as at October 31, 2016, which raises substantial doubt about our ability to continue as a going concern. We have incurred recurring losses and negative cash flows from operations in 2016 and 2015. We incurred a net loss from operations of $4,688,680 during the year ended October 31, 2016. These conditions raise substantial doubt as to our ability to continue as a going concern.
We do not have a significant operating history and, as a result, there is a limited amount of information about us on which to make an investment decision. We were incorporated in June 2007 to engage in the business of oil and gas exploration. We terminated that business line in February 2010 and since then have been engaged in the business of designing, manufacturing and selling aerospace quality component parts for commercial and military aircraft, space vehicles, power plants and surface and undersea vessels. To date, our operations have focused on the development of our production facility in China and the design and engineering of our initial product line of spherical bearings. While our chief executive officer, William McKay, has significant experience in the bearing manufacturing industry, our company has no prior operating experience in the manufacture or distribution of bearings. Accordingly, there is little operating history upon which to judge our current operations or future success. The likelihood of our success must be considered in light of the problems, expenses, complications and delays frequently encountered in connection with the development of a new business.
We are a development-stage business that has minimal revenue producing operations and expects to incur operating losses until such time, if ever, as we are able to develop significant revenue. To date, we have not commenced substantial commercial manufacture or sales of our aircraft component products. Accordingly, we have not generated significant revenues from these operations nor have we realized a profit from our operations, and there is little likelihood that we will generate significant revenues or realize any profits in the short term. As we try to build our aircraft component business, we expect a significant increase in our operating costs. Consequently, we expect to continue to incur operating losses and negative cash flow until we generate significant revenue from the sale of our products.
The report of our independent registered public accounting firm for the fiscal year ended October 31, 2016 states that due to our losses from operations and lack of working capital there is substantial doubt about our ability to continue as a going concern.
Our business is capital intensive and we will need additional capital to execute our business plan and fund operations, and we may not be able to obtain such capital on acceptable terms or at all. As of October 31, 2016, we had total assets of $11,361 and a working capital deficit of $1,049,793. Since October 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 marketing and distribution of the initial line of aircraft component products to be manufactured at our Dongguan facility and to fund our expected operating losses as we endeavor to build revenue and achieve a profitable level of operations. However, there are no commitments or understandings at this time with any third parties for their provision of capital to us.
The report of our independent registered public accounting firm for the fiscal year ended October 31, 2016 states that due to our losses from operations and lack of working capital there is substantial doubt about our ability to continue as a going concern.
We will endeavor to raise the additional required funds through various financing sources, including the sale of our equity and debt securities and, subject to our commencement of significant revenue producing operations, the procurement of commercial debt financing. However, there can be no guarantees that such funds will be available on commercially reasonable terms, if at all. If such financing is not available on satisfactory terms, we may be unable to expand or continue our business as desired and operating results may be adversely affected. In addition, any financing arrangement may have potentially adverse effects on us or our stockholders. Debt financing (if available and undertaken) will increase expenses, must be repaid regardless of operating results and may involve restrictions limiting our operating flexibility. If we issue equity securities to raise additional funds, the percentage ownership of our existing stockholders will be reduced and the new equity securities may have rights, preferences or privileges senior to those of the holders of our common stock.
Our ability to obtain additional capital on acceptable terms or at all is subject to a variety of uncertainties, including:
· our ability to generate revenue and net income;
· investors' perceptions of, and demand for, aircraft component products;
· conditions of the U.S. and other capital markets in which we may seek to raise funds;
· our future results of operations, financial condition and cash flows;
· governmental regulation; and
· economic, political and other conditions in the United States and other countries.
Our products are subject to certain approvals and qualification, and the failure to obtain such approvals and qualification would materially reduce our revenues and profitability. Obtaining product approvals from regulatory agencies and customers is essential to servicing the aerospace market. Qualification standards are rigorous and parts manufactured at such facilities must meet various qualification testing criteria. We received final approval from NAVAIR on March 5, 2013, which allows us to manufacture and sell SAE-AS81820 and 81934 bearings and bushings. However, we expect that we will need to raise at least $1 million of capital or to develop a strategic partnership, through which the partner will contribute working capital, in order to better develop international marketing and production.
Our business strategy is dependent on our ability to establish local market joint ventures outside the United States. A critical element of our business strategy is to establish joint venture or other business relationships with local partners in markets outside the United States who will provide manufacturing and sales capabilities. We established our initial operations through our 55%-owned subsidiary, Godfrey (China) Limited, a Hong Kong corporation located in Dongguan, China. However, there is no assurance that we will be successful in establishing additional joint venture or other business relationships with local partners on terms acceptable to us. In addition, our reliance on local market partners and joint venture structures will expose us to several risks, including:
· limited or reduced operational control over foreign market operations;
· limited or reduced ability to control capital requirements of or cash flows from foreign operations;
· risks associated with doing business in certain foreign markets where the legal system is less developed or subject to corrupt influences, resulting in uncertainties affecting our ability to protect our interest or pursue dispute resolution;
· logistical and communications challenges posed by under-developed infrastructures;
· changes in local government policies, such as changes in laws and regulations (or the interpretation thereof), restrictions on imports and exports, sources of supply, duties or tariffs, the introduction of measures to control inflation and changes in the rate or method of taxation; and
· where our international operations utilize a local currency as its functional currency, changes in currency exchange rates between the U.S. dollar and functional other currencies will likely have an impact on our earnings.
Because we have few proprietary rights, others can provide products substantially equivalent to ours. We hold no patents. Although we have developed designs and processes for our line of spherical bearing products, we believe that most of the technology used by us in the design of our products is generally known and available to others. Consequently, others can develop spherical bearing products similar to ours. We rely on a combination of confidentiality agreements and trade secret law to protect our confidential information. In addition, we restrict access to confidential information on a ‘‘need to know’’ basis. However, there can be no assurance that we will be able to maintain the confidentiality of our proprietary information. If our proprietary rights are violated, or if a third-party claims that we violate their proprietary rights, we may be required to engage in litigation. Proprietary rights litigation tends to be costly and time consuming. Bringing or defending claims related to our proprietary rights may require us to redirect our human and monetary resources to address those claims.
The bearing industry is highly competitive, and competition could reduce our profitability or limit our ability to grow. The global bearing industry is highly competitive, and we compete with several U.S. and non-U.S. companies. We compete primarily based on product qualifications, product line breadth, service and price. Virtually all of our competitors are presently better able to manage costs than us and many have greater financial resources than we have. Due to the competitiveness in the bearing industry we may not be able to increase prices for our products to cover increases in our costs, and we may face pressure to reduce prices, which could materially reduce our revenues, gross margin and profitability. Competitive factors, including changes in market penetration, increased price competition and the introduction of new products and technology by existing and new competitors could materiality affect our ability to build revenue and achieve profitability.
Weakness in the commercial aerospace industry, as well as the cyclical nature of our customers' businesses generally, could materially reduce our revenues and profitability. The commercial aerospace industry is cyclical and tends to decline in response to overall declines in industrial production. Margins are highly sensitive to demand cycles, and our potential customers historically have tended to delay large capital projects during economic downturns. As a result, our business also will be cyclical, and the demand for our products by these customers depends, in part, on overall levels of industrial production, general economic conditions and business confidence levels. Downward economic cycles have affected our customers and historically reduced sales of our aircraft component products. Any future material weakness in demand in the commercial aerospace industry could materially reduce our revenues and profitability.
Fluctuating supply and costs of raw materials and energy resources could materially reduce our revenues, cash flow from operations and profitability. Our business will be dependent on the availability and costs of energy resources and raw materials, particularly steel, generally in the form of specialty stainless and chrome steel, which are specialized steel products used almost exclusively in the aerospace industry. The availability and prices of raw materials and energy sources may be subject to curtailment or change due to, among other things, new laws or regulations, suppliers' allocations to other purchasers, interruptions in production by suppliers, changes in exchange rates and worldwide price levels. Accordingly, our business is subject to the risk of price fluctuations and periodic delays in the delivery of certain raw materials. Disruptions in the supply of raw materials and energy resources could temporarily impair our ability to manufacture our products for our customers or require us to pay higher prices in order to obtain these raw materials or energy resources from other sources, which could thereby affect our net sales and profitability.
Unexpected equipment failures, catastrophic events or capacity constraints may increase our costs and reduce our sales due to production curtailments or shutdowns. Our manufacturing processes will be dependent upon critical pieces of equipment, such as presses, turning and grinding equipment, as well as electrical equipment, such as transformers, and this equipment may, on occasion, be out of service as a result of unanticipated failures. In addition to equipment failures, our facilities also will be subject to the risk of catastrophic loss due to unanticipated events such as fires, explosions, earthquakes or violent weather conditions. In the future, we may experience material plant shutdowns or periods of reduced production as a result of these types of equipment failures or catastrophes. Interruptions in production capabilities will inevitably increase our production costs and reduce sales and earnings for the affected period.
We may incur material losses for product liability and recall related claims. Our aircraft component part business is subject to a risk of product and recall related liability in the event that the failure, use or misuse of any of our products results in personal injury, death, or property damage or our products do not conform to our customers' specifications. If one of our products is found to be defective or otherwise results in a product recall, significant claims may be brought against us. To date, we have not had significant commercial sales of our products and we do not currently maintain product liability insurance coverage for product liability. Any product liability or recall related claims may result in material losses related to these claims and a corresponding reduction in our cash flow and net income.
Environmental regulations may impose substantial costs and limitations on our operations. We are subject to various federal, state and local environmental laws and regulations, including those governing discharges of pollutants into the air and water, the storage, handling and disposal of wastes and the health and safety of employees. These laws and regulations could subject us to material costs and liabilities, including compliance costs, civil and criminal fines imposed for failure to comply with these laws and regulatory and litigation costs.
Risks Relating to Our Common Stock
Provisions of our articles of incorporation, our bylaws and Wyoming law could delay or prevent a change in control of us, which could adversely affect the price of our common stock. Our articles of incorporation, our bylaws and Wyoming law could delay, defer or prevent a change in control of us, despite the possible benefit to our stockholders, or otherwise adversely affect the price of our common stock and the rights of our stockholders. For example, our articles of incorporation permit our board of directors to issue up to 5 million shares of preferred stock in one or more series of preferred stock with rights and preferences designated by our board of directors. As of the date hereof, we have designated 21,500 shares of preferred stock (with 20,000 shares designated as Series A preferred stock and 1,500 shares designated as series B preferred stock) and have 4,978,500 shares of preferred stock available for future designation and issuance.
Trading in our common shares on the OTC Bulletin Board is limited and sporadic making it difficult for our stockholders to sell their shares or liquidate their investments. Our common shares are currently listed for public trading on the OTC Bulletin Board. We consider our common stock to be “thinly traded” and any last reported sale prices may not be a true market-based valuation of the common stock. There can be no assurance that an active market for our common stock will develop. In addition, the stock market in general, and early stage public companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of such companies. If we are unable to develop a trading market for our common shares, you may not be able to sell your common shares at prices that you consider to be fair or at times that are convenient for you, or at all.
Our internal controls over financial reporting were determined to be ineffective at October 31, 2016 and we identified material weaknesses in our internal controls over financial reporting as of October 31, 2016, which may adversely affect investor confidence in our company and, as a result, the value of our common stock.
We are required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting.
Complying with Section 404 requires a rigorous compliance program as well as adequate time and resources. As a result of developing, improving and expanding our core information technology systems as well as implementing new systems to support our sales, engineering, supply chain and manufacturing activities, all of which require significant management time and support, we may not be able to complete our internal control evaluation, testing and any required remediation in a timely fashion. For the period ended October 31, 2016, we identified material weaknesses in our internal control over financial reporting. As such we were unable to assert that our internal controls are effective. This could result in the loss of investor confidence in the accuracy and completeness of our financial reports, which would have a material adverse effect on the price of our common stock.
The limited and sporadic trading in our common shares also could affect our ability to raise further working capital and adversely impact our operations. Because we currently expect to finance our operations primarily through the sale of our equity securities, the limited and sporadic trading in our common stock could be especially detrimental to our liquidity and our continued operations. Investors in public companies tend to place a value on the investment security’s liquidity and, likewise, tend to be less interested in investing in securities for which there is not an established trading market. In addition, because public companies tend to raise equity capital based on (and usually at a discount to) current trading prices, a thinly traded security may result in a trading price at the time of an equity raise that is less than a fair value for our shares, thus resulting in greater equity dilution to our shareholders. Any reduction in our ability to raise equity capital in the future would force us to reallocate funds, if any are available, from other planned uses and would have a significant negative effect on our business plans and operations, including our ability to continue our current operations.
Our common stock may be deemed a "penny stock", which would make it more difficult for our investors to sell their shares. Our common stock may be subject to the "penny stock" rules adopted under Section 15(g) of the Exchange Act. The penny stock rules apply to non-Nasdaq listed companies whose common stock trades at less than $5.00 per share or that have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than "established customers" complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If we remain subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for our securities. As long as our securities are subject to the penny stock rules, investors will find it more difficult to dispose of our securities.
Our Chief Executive Officer holds an overwhelming majority of the voting stock and can control the outcome stockholder voting. Our Chief Executive Officer, William McKay holds approximately 86% of the voting stock on any matter brought to our stockholders for a vote. Accordingly, Mr. McKay controls us and can direct our affairs and business, including any determination with respect to a change in control, future issuances of common stock or other securities, declaration of dividends on the common stock and the election of directors.
The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a stockholder's ability to buy and sell our stock. In addition to the "penny stock" rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.
Investors should not anticipate receiving cash dividends on our common stock. We have never declared or paid any cash dividends or distributions on our common stock and intend to retain our future earnings, if any, to support operations and to finance expansion. Therefore, we do not anticipate paying any cash dividends on our common stock in the foreseeable future.
Sales of a substantial number of shares of our common stock may adversely affect the market price of our common stock or our ability to raise additional capital. Sales of a substantial number of shares of our common stock in the public market, or the perception that large sales could occur, could cause the market price of our common stock to decline or limit our future ability to raise capital through an offering of equity securities. The sale of substantial amounts of our common stock in the public market could create a circumstance commonly referred to as an "overhang" and in anticipation of which the market price of our common stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate. Our articles of incorporation permits the issuance of an unlimited amount of shares of common stock and 5,000,000 shares of preferred stock. As of February 1, 2017, we had an aggregate of 4,499,880,936 shares of our common stock outstanding as well as 5,075 shares of our Series A preferred stock and 1,500 shares of our Series B preferred stock outstanding. In addition, we have 4,978,500 shares of undesignated preferred stock available for issuance. Thus, we have the ability to issue substantial amounts of stock in the future. No prediction can be made as to the effect, if any, that market sales of our common stock will have on the market price for our common stock. Sales of a substantial number could adversely affect the market price of our shares.
Item 1B.
Item 1B. Unresolved Staff Comments
Not applicable.
Item 2.
Item 2. Properties
Our executive offices are located in San Marino, California. We lease approximately 480 square feet at the rate of $970 per month pursuant to a month to month agreement. At such time as our increased operations warrant, we intend to acquire larger leased properties in the general Los Angeles, California area.
We lease a facility in Dongguan, China under a 12 year lease. This facility has approximately 5,000 square feet. The rental rate is approximately $1,565 monthly. We lease an apartment in the Nancheng District of Dongguan. The apartment is approximately 1,700 square feet. The lease rate is approximately $760 monthly, including all utilities and management fees. The apartment lease is renewed through January 31, 2019.
Item 3.
Item 3. Legal Proceedings
As of the date of this report, there are no pending legal proceedings to which we or our properties are subject, except for routine litigation incurred in the normal course of business.
Item 4.
Item 4. Mine Safety Disclosures.
N/A.
PART II
Item 5.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Repurchases of Equity Securities
Market Information
Our common stock is quoted on the OTC Bulletin Board under the symbol “TPAC”. The following table indicates the quarterly high and low last sale prices for shares of our common stock on the OTC Bulletin Board for the fiscal years ending October 31, 2016 and October 31, 2015.
Holders of Record
As of February 1, 2017, we had outstanding 4,499,880,936 shares of common stock, held by 48 shareholders of record. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of shares of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.
Dividend Policy
We have never declared or paid cash dividends on our common stock. We presently intend to retain earnings to finance the operation and expansion of our business and do not anticipate declaring cash dividends in the foreseeable future.
Recent Sales of Unregistered Securities
1.In January 2016, we issued option to purchase 100,000,000 shares of our common stock at an exercise price of $0.004 per share to Jason Wenig in consideration of his appointment to our board of directors. We also agreed to issue Mr. Wenig 5,000,000 shares of our common stock pursuant to a restricted stock grant, which shares have not been issued as of the date of this report. The issuances are exempt pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
2.On April 8, 2016, we sold 79 shares of our Series A preferred stock for an aggregate purchase price of $47,000, the proceeds of which will be used for general corporate purposes. The issuances were exempt under Section 4(a)(2) of the Securities Act.
3.On May 2, 2016, we sold 49 shares of our Series A preferred stock for an aggregate purchase price of $29,000, the proceeds of which will be used for general corporate purposes. The issuances were exempt under Section 4(a)(2) of the Securities Act.
4.On May 16, 2016, we sold 56 shares of our Series A preferred stock for an aggregate purchase price of $33,000, the proceeds of which will be used for general corporate purposes. The issuances were exempt under Section 4(a)(2) of the Securities Act. 3 of these shares have not been issued and have been recorded as preferred stock to be issued.
5.On May 31, 2016, we sold 31 shares of our Series A preferred stock for an aggregate purchase price of $18,000, the proceeds of which will be used for general corporate purposes. The issuances were exempt under Section 4(a)(2) of the Securities Act.
6.On June 10, 2016, we sold 49 shares of our Series A preferred stock for an aggregate purchase price of $29,000, the proceeds of which will be used for general corporate purposes. The issuances were exempt under Section 4(a)(2) of the Securities Act.
7.On June 14, 2016, we sold 34 shares of our Series A preferred stock for an aggregate purchase price of $20,000, the proceeds of which will be used for general corporate purposes. The issuances were exempt under Section 4(a)(2) of the Securities Act.
8.On June 16, 2016, we sold 16 shares of our Series A preferred stock for an aggregate purchase price of $9,000, the proceeds of which will be used for general corporate purposes. The issuances were exempt under Section 4(a)(2) of the Securities Act.
9.On June 24, 2016, we sold 9 shares of our Series A preferred stock for an aggregate purchase price of $5,000, the proceeds of which will be used for general corporate purposes. The issuances were exempt under Section 4(a)(2) of the Securities Act.
10.On July 1, 2016, we sold 17 shares of our Series A preferred stock for an aggregate purchase price of $9,500, the proceeds of which will be used for general corporate purposes. The issuances were exempt under Section 4(a)(2) of the Securities Act.
11.On July 8, 2016, we sold 15 shares of our Series A preferred stock for an aggregate purchase price of $8,000, the proceeds of which will be used for general corporate purposes. The issuances were exempt under Section 4(a)(2) of the Securities Act.
12.On July 18, 2016, we sold 33 shares of our Series A preferred stock for an aggregate purchase price of $17,500, the proceeds of which will be used for general corporate purposes. The issuances were exempt under Section 4(a)(2) of the Securities Act.
13.On July 26, 2016, we sold 21 shares of our Series A preferred stock for an aggregate purchase price of $11,000, the proceeds of which will be used for general corporate purposes. The issuances were exempt under Section 4(a)(2) of the Securities Act.
14.In August 2016, we issued 154,260,851 shares of our common stock upon conversion of $40,000 in principal (plus accrued interest) under a convertible promissory note. The issuance was exempt pursuant to Section 3(a)(9) and Section 4(a)(2) of the Securities Act of 1933, as amended.
15.On August 12, 2016, we issued 200 shares of our Series A preferred stock to our consultants in consideration of services rendered. These shares were valued at $140,000 based on the closing price of the underlying common stock. We did not receive any cash proceeds for these issuances. The issuances were exempt under Section 4(a)(2) of the Securities Act.
16.On August 15, 2016, we sold 31 shares of our Series A preferred stock for an aggregate purchase price of $14,000, the proceeds of which will be used for general corporate purposes. The issuances were exempt under Section 4(a)(2) of the Securities Act.
17.On September 9, 2016, we sold 40 shares of our Series A preferred stock for an aggregate purchase price of $19,500, the proceeds of which will be used for general corporate purposes. The issuances were exempt under Section 4(a)(2) of the Securities Act.
18.On September 16, 2016, we sold 25 shares of our Series A preferred stock for an aggregate purchase price of $11,000, the proceeds of which will be used for general corporate purposes. The issuances were exempt under Section 4(a)(2) of the Securities Act.
19.On September 22, 2016, we sold 25 shares of our Series A preferred stock for an aggregate purchase price of $11,000, the proceeds of which will be used for general corporate purposes. The issuances were exempt under Section 4(a)(2) of the Securities Act.
20.On September 9, 2016, we issued 400 shares of our Series A preferred stock to our consultants in consideration of services rendered. These shares were valued at $280,000 based on the closing price of the underlying common stock. We did not receive any cash proceeds for these issuances. The issuances were exempt under Section 4(a)(2) of the Securities Act.
21.On October 12, 2016, we issued 400 shares of our Series A preferred stock to our consultants in consideration of services rendered. These shares were valued at $280,000 based on the closing price of the underlying common stock. We did not receive any cash proceeds for these issuances. The issuances were exempt under Section 4(a)(2) of the Securities Act.
22.On October 20, 2016, we sold 28 shares of our Series A preferred stock for an aggregate purchase price of $11,000, the proceeds of which will be used for general corporate purposes. The issuances were exempt under Section 4(a)(2) of the Securities Act. The shares have not been issued and have been recorded as preferred stock to be issued.
23.On October 27, 2016, we sold 23 shares of our Series A preferred stock for an aggregate purchase price of $7,000, the proceeds of which will be used for general corporate purposes. The issuances were exempt under Section 4(a)(2) of the Securities Act. The shares have not been issued and have been recorded as preferred stock to be issued.
24.Since November 1, 2016, we have issued 159,000,000 shares of our common stock upon conversion of 159 shares of our preferred stock. We did not receive any proceeds upon issuance. The issuances were exempt in reliance upon the exemption provided by Rule 3(a)(9) and/or Section 4(a)(2) of the Securities Act.
25.On November 18, 2016, we sold 64 shares of our Series A preferred stock for an aggregate purchase price of $22,100, the proceeds of which will be used for general corporate purposes. The issuances were exempt under Section 4(a)(2) of the Securities Act. The shares have not been issued and have been recorded as preferred stock to be issued.
26.On November 21, 2016, we sold 29 shares of our Series A preferred stock for an aggregate purchase price of $10,000, the proceeds of which will be used for general corporate purposes. The issuances were exempt under Section 4(a)(2) of the Securities Act. The shares have not been issued and have been recorded as preferred stock to be issued.
27.On December 1, 2016, we issued 200 shares of our Series A preferred stock to our consultants in consideration of services rendered. These shares were valued at $120,000 based on the closing price of the underlying common stock. We did not receive any cash proceeds for these issuances. The issuances were exempt under Section 4(a)(2) of the Securities Act.
28.On December 1, 2016, we issued 16 shares of our Series A preferred stock for an aggregate purchase price of $6,000, the proceeds of which will be used for general corporate purposes. The issuances were exempt under Section 4(a)(2) of the Securities Act.
29.From December 2016 through January 2017, we issued $9,500 in convertible promissory notes. These notes are automatically convertible into Series C Preferred Stock at a price of $500 per share upon the effective date our reincorporation as a Wyoming corporation, which became effective on January 27, 2017. The terms of the Series C Preferred Stock have been approved by our board of directors and the shares of Series C Preferred Stock will be issued upon filing of Articles of Amendment with the Wyoming Secretary of State designating 100,000 shares of our preferred stock as Series C Preferred Stock, which filing is expected to occur in the last week of February 2017/ first week of March 2017. The Series C Preferred Stock will have a stated value of $500 per share. Holders of the Series C Preferred Stock will not any preferential dividend or liquidation rights or any conversion rights. However, on or after the six-month anniversary after the issuance date for any share of Series C Preferred (an “Issuance Date”), each holder of Series C Preferred Stock has the option to redeem the Series C Preferred at the Redemption Price which is (i) 125% of the Stated Value for the period beginning on the 6-month anniversary of the Issuance Date and ending 1-day prior to the 12-month anniversary of the Issuance Date; (ii) 150% of the Stated Value for the period beginning on the 12-month anniversary of the Issuance Date and ending 1-day prior to the 18-month anniversary of the Issuance Date and (iii) 200% of the Stated Value for the period beginning on the 18-month anniversary of the Issuance Date and any date thereafter.
Item 6.
Item 6. Selected Financial Data
Not applicable.
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
We intend for this discussion to provide the reader with information that will assist in understanding our financial statements, the changes in certain key items in those financial statements from year to year, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our financial statements. This discussion should be read in conjunction with our consolidated financial statements and accompanying notes as of and for the fiscal years ended October 31, 2016 and 2015 included elsewhere in this report.
Overview
We are engaged in the business of designing, manufacturing and selling aerospace quality component parts for commercial and military aircraft, space vehicles, power plants and surface and undersea vessels. Our initial products will be self-lubricating spherical bearings for commercial aircraft. These bearings are integral to the operation of commercial aircraft and help with several flight-critical tasks, including aircraft flight controls and landing gear. As of the date of this report, we have not had significant commercial manufacture or sale of our products.
In the second quarter of 2013, we agreed to issue 4,800,000 shares of our common stock to three shareholders of our subsidiary, Godfrey, 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. 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.
Recent Developments
Change of Control. On September 8, 2016, William McKay, our President and Chief Executive Officer gained control of the Company via issuance of the 10,000 shares of Series A preferred stock issued to him. Following issuance of such shares, the Company had 3,920,880,936 shares of common stock and 14,421 shares of Series A preferred stock outstanding. Based on the current conversion price, each share of Series A preferred stock is entitled to 1 million votes per share. Accordingly, there were 18,341,880,936 votes outstanding voting together as a single class on September 8, 2016. The 10,000 shares of Series A preferred stock issued to Mr. McKay (along with the 300 shares of Series A preferred stock then held by him) provided him with approximately 56% of the total votes, resulting in change of control. The issuance is a temporary issuance to obtain control and voting right in the Company to make certain board decision. The shares were returned to the Company in subsequent period after October 31, 2016 when the board decision has been made. Prior to the issuance of the control block of Series A Preferred, no singular person had control of the Company, although the Series A Preferred as a class accounted for 53% of the total votes outstanding prior to the issuance of the 10,000 shares to Mr. McKay. The 1,300 shares of Series B preferred stock issued to Mr. McKay on November 30, 2016 (pursuant to which he received an additional 1.3 trillion votes) increased his voting control over the Company to approximately 86% based on 4,268,880,936, 14,959 and 1,500 shares of Common Stock, Series A preferred stock and Series B preferred stock outstanding, respectively on such date (and thus 1,519,227,880,936 outstanding on such date). Each shares of Series B preferred stock is entitled to 100 million votes. On December 8, 2016, Mr. McKay cancelled and returned 10,000 share of Series A preferred stock to treasury. However, he still retained approximately 86% of the outstanding voting control of the outstanding shares of the Company’s Common Stock, Series A preferred stock and Series B preferred stock voting together as a single class on such date.
Reincorporation as a Wyoming Corporation. Effective January 27, 2017, we completed a change of domicile (the “Reincorporation”) to Wyoming from Nevada by means of a merger of Trans-Pacific Aerospace Company Inc., a Nevada corporation with and into the Company’s wholly-owned subsidiary, Trans-Pacific Aerospace Company, Inc., a Wyoming corporation. Following the Reincorporation, the affairs of the Company ceased to be governed by Nevada corporation laws pursuant to the Nevada Revised Statutes (“NRS”) and become subject to Wyoming corporation laws pursuant to the Wyoming Business Corporation Act (the “WBCA”). The Company’s governance is pursuant to the Articles of Incorporation filed in Wyoming and the Bylaws, reflecting, among other things, application of the WBCA. The resulting Wyoming corporation (TPAC-WY), is deemed to be same entity as the Company previously incorporated in Nevada (TPAC-NV), and there was no change in the Company’s business, management, employees, headquarters, benefit plans, assets, liabilities or net worth. Each of TPAC-NV’s issued and outstanding shares of common stock and of preferred stock automatically converted into an equivalent number of issued and outstanding shares of common stock and preferred stock of TPAC-WY, without any action on the part of our shareholders. The number of issued and outstanding shares of capital stock of TPAC-WY is identical to the Company’s capital stock existing immediately prior to the Reincorporation. The terms of the Series A preferred stock and Series B preferred stock of TPAC-WY is identical to the terms of the Series A preferred stock and Series B preferred stock of TPAC-NV.
Results of Operations - Years Ended October 31, 2016 and 2016
We have commenced revenue producing in first quarter of 2016. During the 2016 fiscal year, we incurred $4,431,016 of operating expenses compared to $4,492,561 during fiscal 2015. Our operating expenses consist primarily of general and administrative expenses and the decrease in operating expenses from fiscal 2015 to fiscal 2016 was attributable primarily to decrease in stock based compensation with an increase in consulting fees. We expect our operating expenses will significantly increase at such time as we commence the distribution of our spherical bearings.
During the 2016 fiscal year, we incurred a net loss before income taxes from continuing operations of $4,688,680 compared to a net loss from continuing operations of $4,900,941 during fiscal 2015. The decrease in our net loss in 2016 was attributable primarily to decreased general and administrative expenses described above.
For the year ended October 31, 2016 and 2015, as a result of the increased ownership to 55% in Godfrey, we recorded non-controlling interest of $120,570 and $150,311, respectively. The net loss attributable to the Company was $4,568,110 and $4,750,630 for the years ended October 31, 2016 and 2015, respectively.
Financial Condition
Liquidity and Capital Resources
As of October 31, 2016, we had total assets of $11,361 and a working capital deficit of $1,049,793. Since October 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, 2016 states that due to our losses from operations and lack of working capital there is substantial doubt about our ability to continue as a going concern.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet financing arrangements.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors
Trans-Pacific Aerospace Company, Inc.
We have audited the accompanying consolidated balance sheets of Trans-Pacific Aerospace Company, Inc. (the “Company”) as of October 31, 2016 and 2015 and the related consolidated statement of operations, stockholders’ deficit, and cash flows for the years ended October 31, 2016 and 2015. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatements. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Trans-Pacific Aerospace Company, Inc. as of October 31, 2016 and 2015 and the results of its operations, stockholders’ deficit, and cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ TAAD, LLP
Walnut, California
February 28, 2017
TRANS-PACIFIC AEROSPACE COMPANY, INC.
Consolidated Balance Sheets
See accompanying notes to consolidated financial statements
TRANS-PACIFIC AEROSPACE COMPANY, INC.
Consolidated Statements of Operations
See accompanying notes to consolidated financial statements
TRANS-PACIFIC AEROSPACE COMPANY, INC.
Consolidated Statement of Stockholders' Equity (Deficit)
See accompanying notes to consolidated financial statements
TRANS-PACIFIC AEROSPACE COMPANY, INC.
Consolidated Statements of Cash Flows
See accompanying notes to consolidated financial statements
Trans-Pacific Aerospace Company, Inc.
Notes to Consolidated Financial Statements
October 31, 2016 and 2015
NOTE 1 - BACKGROUND AND ORGANIZATION
Organization
The Company was incorporated in the State of Nevada on June 5, 2007, as Gas Salvage Corp. for the purpose of engaging in the exploration and development of oil and gas. In July 2008, the Company changed its name to Pinnacle Energy Corp. On February 1, 2010, the Company completed the acquisition of the aircraft component part design, engineering and manufacturing assets of Harbin Aerospace Company, LLC (“HAC”). The transaction was structured as a business combination. Following completion of the HAC acquisition, the Company’s Board of Directors decided to dispose of the oil and gas business interests and focus on the aircraft component market. On February 10, 2010, the Company completed the sale of all of its oil and gas business interests in exchange for cancellation of all obligations under an outstanding promissory note having a principal amount of $1,000,000. Pursuant to Financial Accounting Standards Board (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%.
Effective January 27, 2017, we completed a change of domicile to Wyoming from Nevada by means of a merger of Trans-Pacific Aerospace Company Inc., a Nevada corporation with and into the Company’s wholly-owned subsidiary, Trans-Pacific Aerospace Company, Inc., a Wyoming corporation.
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 and is continuing to develop its commercial market.
The Company designs, manufactures and sells aerospace quality component parts for commercial and military aircraft, space vehicles, power plants and surface and undersea vessels. These parts have applications in both newly constructed platforms and as spares for existing platforms. The Company’s initial products are self-lubricating spherical bearings that help with several flight-critical tasks, including aircraft flight controls and landing gear.
Going Concern
The Company's financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America, and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company incurred a net loss from operations of $4,688,680 during the year ended October 31, 2016, and an accumulated deficit of $25,383,090 at October 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”).
Consolidation
Accounting policies used by the Company and the Company’s subsidiaries conform to US GAAP. Significant policies are discussed below. The Company’s consolidated accounts include the Company’s accounts and the accounts of the Company’s subsidiaries of which we own a 50% interest or greater.
These consolidated financial statements include the accounts of the parent company Trans-Pacific Aerospace Company, Inc., and the majority owned subsidiary: Godfrey. All intercompany transactions have been eliminated.
Non-controlling interests
The Company accounts for changes in our controlling interests of subsidiaries according to Accounting Codification Standards 810 - Consolidations (“ASC 810”). ASC 810 requires that the Company record such changes as equity transactions, recording no gain or loss on such a sale.
The Company’s non-controlling interest arises from the purchase of equity in Godfrey. It represents the portion of Godfrey that is not owned. ASC 810 requires that the Company account for the equity and income or loss on that operation separately from the Company’s other activities. In the equity section of the Consolidated Balance Sheet, the Company presents the portion of the negative equity attributable to non-controlling interests in Godfrey. In the Consolidated Statement of Operations, the Company presents the portion of current period net loss in Godfrey attributable to non-controlling interests.
Use of Estimates
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. There were no cash equivalents at October 31, 2016 and 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 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:
The Company believes that the market rate of interest as of October 31, 2016 and 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 October 31, 2016 and 2015 due to short term maturity.
Revenue Recognition
The Company received the initial order from one customer for its spherical bearings in December 2015. The Company manufactured and delivered these bearings in March 2016. The Company recognizes revenue on sales of products when the goods are delivered and title to the goods passes to the customer provided that: (i) there are no uncertainties regarding customer acceptance; (ii) persuasive evidence of an arrangement exists; (iii) the sales price is fixed and determinable; and (iv) collectability is reasonably assured.
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.
No provision for federal income taxes has been recorded due to the net operating loss carry forwards totaling approximately $4,672,301 as of October 31, 2016 that will be offset against future taxable income. The available net operating loss carry forwards of approximately $4,672,301 will expire in various years through 2035. No tax benefit has been reported in the financial statements because the Company believes there is a 50% or greater chance the carry forwards will expire unused.
Equipment
Equipment is recorded at cost and depreciated using straight line methods over the estimated useful lives of the related assets. The Company reviews the carrying value of long-term assets to be held and used when events and circumstances warrant such a review. If the carrying value of a long-lived asset is considered impaired, a loss is recognized based on the amount by which the carrying value exceeds the fair market value. Fair market value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. The cost of normal maintenance and repairs is charged to operations as incurred. Major overhaul that extends the useful life of existing assets is capitalized. When equipment is retired or disposed, the costs and related accumulated depreciation are eliminated and the resulting profit or loss is recognized in income. As of October 31, 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.
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, 15,063 shares of convertible preferred stock, 2,000,000 Series A Warrants, 2,000,000 Series B Warrants and options for 240,666,667 shares outstanding as of October 31, 2016 that are not included in the calculation of Diluted EPS as their impact would be anti-dilutive.
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.
In August 2014, the FASB issued ASU 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 explicitly requires management to evaluate, at each annual or interim reporting period, whether there are conditions or events that exist which raise substantial doubt about an entity's ability to continue as a going concern and to provide related disclosures. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and annual and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the impact of adopting this new standard on its financial statement disclosures.
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 May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), to supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity is expected to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing U.S. GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each performance obligation. ASU 2014-09, as deferred one year by ASU 2015-14, is effective for the Company in the first quarter of fiscal year 2018 using either of two methods: (a) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09; or (b) retrospective with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined in ASU 2014-09. ASU 2014-09, as deferred one year by ASU 2015-14, will be effective for annual reporting periods beginning after December 15, 2018 using either of two methods: (a) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09; or (b) retrospective with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined in ASU 2014-09. The Company has not yet selected a transition method and is currently evaluating the impact of the pending adoption of ASU 2014-09 on the consolidated financial statements.
In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. This ASU simplifies the presentation of deferred income taxes by eliminating the requirement for entities to separate deferred tax liabilities and assets into current and noncurrent amounts in classified balance sheets. Instead, it requires deferred tax assets and liabilities be classified as noncurrent in the balance sheet. ASU 2015-17 is effective for consolidation financial statements issued for annual periods beginning after December 15, 2016. Early adoption is permitted, and this ASU may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company has not yet selected a transition method and is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.
In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The ASU is intended to simplify various aspects of accounting for share-based compensation arrangements, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The new guidance requires all excess tax benefits and tax deficiencies related to share-based payments to be recognized in income tax expense, and for those excess tax benefits to be recognized regardless of whether it reduces current taxes payable. The ASU also allows an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur. For public companies, these amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. ASU 2016-06 will be effective for the Company beginning on January 1, 2018. Different methods of adoption are required for the various amendments and early adoption is permitted, but all of the amendments must be adopted in the same period. The Company is currently evaluating the impact of the adoption of this guidance on its financial condition, results of operations and cash flows.
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 - ACCOUNTS RECEIVABLE
The Company received the initial order from one customer for its spherical bearings in December 2015. The Company manufactured and delivered these bearings in March 2016. The Company recorded sales and accounts receivable of $109,140 and $0 for cost of sales due to all related costs and expenses were expensed in prior years. All accounts receivable are due 90 days from the date billed based on the Company’s collection policy and agreed by the customer. As of October 31, 2016 and 2015, the Company had accounts receivable balance of $109,140 and $0, respectively. However, as of the date of this report, the accounts receivable had past the due day for over six months, the Company then recorded an allowance for bad debts of $109,140 as bad debt expense for the year ended October 31, 2016.
In May 2016, the Company entered into a Service Level Agreement with a Hong Kong entity pursuant to which it agreed to assist such Hong Kong entity to develop a market for medical, aerospace and other machined products in China and elsewhere. The Company will assist such entity with the manufacture of these products to service these markets. The Company agreed to grant such entity a license to market these products under the TPAC name. This agreement has a term of 10 years and be automatically renewable in annual periods unless terminated earlier. The Company shall be paid $1 million annually for time actually spent performing its duties under this Agreement. Further, the Hong Kong entity agreed to purchase from the Company all raw materials, tooling, machinery and equipment, blueprints, engineering, marketing, operations and management and all other services and supplies. The Company agreed not to solicit any employee or consultant of the Hong Kong entity for a period of 3 years following termination of the Agreement. There are no revenue recognized related to this service level agreement for the year ended October 31, 2016 as collectability is not reasonably assured.
In May 2016, the Company entered into a Licensing and Consulting Services Agreement with an Australian entity pursuant to which it agreed to assist such Australian entity to develop a market for aerospace bearings in Australia, Southern Asia (except China), Asia and Africa. The Company will assist such entity with the manufacture of these products to service these markets. The Company agreed to grant such entity a license to market these products under the name of TPAC Australia. This agreement has a term of 1 year and be automatically renewable in annual periods unless terminated earlier. The Company shall be paid $1 million annually for time actually spent performing its duties under this Agreement. The Company agreed not to solicit any employee or consultant of the Australian entity for a period of 3 years following termination of the Agreement. There are no revenue recognized related to this service level agreement for the year ended October 31, 2016 as collectability is not reasonably assured.
NOTE 4 - PROPERTY AND EQUIPMENT
As of October 31, 2016 and 2015, the Company had office equipment of $2,500 and 3,704, net of accumulated depreciation of $5,605 and $4,702, respectively. For the years ended October 31, 2016 and 2015, the Company recorded depreciation expenses of $1,204 and $1,204, respectively.
NOTE 5 - RELATED PARTY TRANSACTIONS
Due to lack of sufficient funding to maintain the Company’s operations, the Company’s officers and directors loaned money to the Company for short term cash flow needs. As of October 31, 2016 and 2015, Mr. Peter Liu had payables due to him from Godfrey of $60,000 and $60,000; respectively; The Company had receivables due to (from) HAC amounted to $1,217 and ($1,025) at October 31, 2016 and, respectively.
During the year ended October 31, 2016, the Company borrowed $179,379 from various shareholders under oral agreements. This amount bears no interest and is due on demand. In addition, a shareholder made repayment of $77,186 on behalf of the Company to pay off the Apollo Note as described in Note 6 below. The amount is recorded under related party payable and the amount bears no interest and is due on demand. In July 2016, $43,000 of the principal amount was converted to 97,217,391 shares of the Company’s common stock. As of October 31, 2016, the outstanding balance was $211,311.
As of October 31, 2016 and 2015, the total outstanding amount due to related parties was $272,528 and $58,975, respectively. For the amount of $272,528 outstanding as of October 31, 2016, $211,311 was owed to two shareholders as disclosed in Note 7, commitments and contingencies.
During the year ended October 31, 2016, the wife of the Company’s Chief Executive Officer purchased 177 shares of its Series A preferred stock in consideration of $92,500. As of October 31, 2016, 3 of these shares had not been issued and were recorded as preferred stock to be issued.
During the year ended October 31, 2016, the son of the Company’s Chief Executive Officer purchased 404 shares of its Series A preferred stock in consideration of $217,000. As of October 31, 2016, 51 of these shares had not been issued and were recorded as preferred stock to be issued.
In September 2016, the Company issued 10,000 shares of its Series A preferred stock to its Chief Executive Officer as a temporary issuance to obtain voting right to make certain board decision at the best interest of the Company. These shares were returned to the Company after October 31, 2016. See subsequent event note 9.
NOTE 6 - 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 year ended October 31, 2016 and 2015, the Company recorded imputed interest of $18,200 and $18,200, respectively.
During the year ended October 31, 2014, we entered into Securities Purchase Agreements with various accredited and sophisticated investors, pursuant to which we sold Convertible Promissory Notes with interest rates ranging from 8% to 12%, in the original principal amount of $325,000 (the “Notes”). The Notes have maturity date of six months or one year from the issuance date and are convertible into our common stock, at any time after 180 days, at a price for each share of common stock equal to 50% to 60% of the lowest closing bid price of the common stock as reported on the National Quotation Bureau OTCQB exchange, based on formulas specified in the agreements.
The issuances of the Notes were exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), 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 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 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 pursuant to Rule 506 of Regulation D promulgated thereunder. The purchaser was accredited and sophisticated investors, familiar with our operations, and there was no solicitation.
The Company analyzed the conversion option of the KBM Note for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the instrument should be classified as liabilities once the conversion option becomes effective after 180 days due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options for the Notes issued.
In March and April 2015, we entered into Securities Purchase Agreements with various accredited and sophisticated investors, pursuant to which we sold 8% Convertible Promissory Notes, in the original principal amount of $45,000 (the “New Note”). The New Notes have maturity dates of June 12 and October 24, 2015 and are convertible into our common stock, at any time at a price for each share of common stock equal to 55% or 60% of the lowest closing price of the common stock as reported on the National Quotation Bureau OTCQB exchange, based on a formula specified in the agreements.
The issuances of the New Notes were exempt from the registration requirements of the Securities Act 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 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. On February 12, 2016, a shareholder made repayment of $77,186 on behalf of the Company to pay off the Apollo Note.
During the years ended October 31, 2015, $382,077 of the convertible notes was converted to 3,737,696,430 shares of the Company’s common stock.
On February 8, 2016, the Company entered into a Securities Purchase Agreement with Crown Bridge Partners, LLC, pursuant to which the Company sold an 8% Convertible Promissory Note with an original principal amount of $40,000 (the “Crown Bridge Note”). The principal amount consists of a consideration of $36,000 plus $4,000 OID. The maturity date shall be 12 months from the issue date. The Crown Bridge Note is convertible anytime into the Company’s common stock at a price equal to 55% multiplied by the lowest trading price on the OTCQB or other applicable principal trading market during the 20 trading days prior to the conversion date. If the trading price for the common stock is equal to or lower than $0.003, then an additional discount of 10% shall be factored into the variable conversion price. However, due to misplacement of the agreement, the Company mistakenly recorded the cash received as other payables on February 8, 2016.
Upon discovery of the mistake in August, 2016, the Company analyzed the conversion option of the Crown Bridge Note for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the instrument should be classified as liability on the agreement date due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options for the Crown Bridge Note issued. The Company then calculated the fair value of the conversion option and discount on the Crown Bridge Note. For the year ended October 31, 2016, the Company recorded a total of $123,740 as derivative expense and change in fair value of derivative liabilities and a note discount of $40,000 for the Crown Bridge Note.
In August 2016, the note holder exercised the right to fully convert the principal amount plus accrued interest of $1,650 to 154,260,850 shares of the Company’s common stock.
For the year ended October 31, 2016 and 2015, the Company recorded total derivative expense of $123,740 and $61,537, respectively. As of October 31, 2016 and 2015, the derivative liability was fully converted or paid off.
As of October 31, 2016 and 2015, the outstanding amount of the convertible notes were $0 and $8,333, net of discount of $0 and $41,667, respectively.
NOTE 7 - 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.
On February 1, 2016, the Company entered into a consulting service agreement with Mr. Nicholas Nguyen for a period of 24 months. Upon execution of this agreement, the Company shall issue total of 100 shares of its convertible preferred stock as compensation for Mr. Nguyen’s services. All shares were fully vested at grant date and expensed immediately. As of October 31, 2016, the shares had not been issued and the Company recorded in accrued expense of $600,000.
On February 22, 2016, the Company entered into an agreement with Ms. Lixin Chen to perform marketing and operation consulting services for the year ended December 31, 2016. Upon execution of this agreement, the Company shall issue total of 300 shares of its convertible preferred stock as compensation for Ms. Chen’s services. All shares were fully vested at grant date. The Company issued the shares in May and recorded $1,260,000 as consulting fee for the year ended October 31, 2016.
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 October 31, 2016 and 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 month agreement.
The Company leases a facility in Dongguan, China under a 12-year lease. This facility has approximately 5,000 square feet. The rental rate is approximately $1,565 monthly. The Company leases an apartment in the Nancheng District of Dongguan. The apartment is approximately 1,700 square feet. The lease rate is approximately $760 monthly, including all utilities and management fees. The apartment lease is renewed through January 31, 2019. The Company’s commitment for minimum lease payment under these operating leases as of October 31, 2016 for the next five years is as follow:
Payables to Related Parties
During the year ended October 31, 2016, two shareholders loaned cash of $211,311 to the Company. As of the date of this report, the Company is still working with these shareholders on the terms of the loan. There are currently no claims against the Company on the outstanding amount $211,311.
NOTE 8 - 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 year ended October 31, 2016, 692,943,784 shares of common stock were retired and converted to 694 shares of convertible preferred stock and 984 shares of preferred stock were converted to 984,000,000 shares of common stock. In addition, the Company issued 11,664 shares of convertible preferred stock to its employee and consultants for services rendered. These shares were value at $2,762,798 based on closing price of the underlying common stock if converted.
During the year ended October 31, 2016, 8 shares of preferred stock were retired and cancelled.
In February 2016, the Company issued 220 shares of preferred stock to an accredited investor in lieu of 220,000,000 shares of common stock sold in June 2015.
During the year ended October 31, 2016, the Company sold 586 shares of its preferred stock for $312,001. As of October 31, 2016, 54 of these shares had not been issued and were recorded as preferred stock to be issued. 581 shares of the shares sold were to two related parties. See Note 5 above for details.
In September 2016, the Company issued 10,000 shares of its Series A preferred stock to its Chief Executive Officer as a temporary issuance to obtain voting right. These shares were returned to the Company after October 31, 2016. See subsequent event note 9.
At October 31, 2016 and 2015, there were 15,063 and 2,945 shares issued and outstanding, respectively.
Common Stock
At October 31, 2016, the Company was authorized to issue up to 4,500,000,000 shares of its $0.001 common stock. Following the Reincorporation, as described in Note 9, the Company is authorized to issue an unlimited number of shares of its $0.001 common stock.
At October 31, 2016 and 2015, there were 4,199,880,936 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 year ended October 31, 2016, 692,943,784 shares of common stock were retired and converted to 694 shares of convertible preferred stock and 984 shares of preferred stock were converted to 984,000,000 shares of common stock. In addition, 201,000,000 shares owned by two shareholders were retired and cancelled.
In the Company’s quarterly report on Form 10-Q for the six months ended April 30, 2016 (the “April 2016 10-Q”) the Company reported that they issued a total of 194,000,000 shares of common stock upon conversion of 194 shares of preferred stock. In actuality, the Company issued an additional 279,000,000 shares of common stock upon conversion of 279 shares of preferred stock, for a total issuance of 473,000,000 shares of common stock upon conversion of 473 shares of preferred stock during the six months ended April 30, 2016. 279,000,000 shares of common stock issued during this six-month period following conversion of 279 shares of preferred stock were improperly allocated and disclosed as shares issued to consultants for services rendered, which disclosure has been updated as set forth below.
During the year ended October 31, 2016, the Company issued 29,000,000 shares of common stock for consulting services rendered. The shares were valued at $81,600 based on the closing stock prices on the dates of the stock grants. In the Company’s April 2016 10-Q, the Company erroneously reported that they issued 358,000,000 shares of common stock to consultants for services rendered during the six months ended April 30, 2016. As described above, 279,000,000 of these shares of common stock were actually issued upon conversion of 279 shares of preferred stock during the six months ended April 30, 2016 and were improperly allocated as shares issued to consultants for services rendered in the April 2016 10-Q. Further, 50,000,000 shares of common stock previously described in the April 2016 10-Q as shares issued to consultants for services rendered were erroneously issued and have subsequently been cancelled.
In January 2016, the Company offered to issue 5,000,000 shares of its common stock upon appointment of a member of board of directors. The shares were valued at $0.0039 per shares at date of start. As of October 31, 2016, these shares had not been issued and the total amount of $19,500 was recorded as common stock to be issued.
During the year ended October 31, 2016, the Company issued 251,478,242 shares of common stock in consideration of cancellation of $86,371 of accrued interest and unpaid loan and payables. The Company did not receive any cash proceeds upon these issuances.
These issuances were exempt pursuant to Section 4(a)(2) of the Securities Act.
Options and Warrants
A summary of option activity during the years ended October 31, 2016 and 2015 are presented below:
A summary of warrant activity during the years ended October 31, 2016 and 2015 are presented below:
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.
In January 2016, the Company granted options to a new board member to purchase a total of 100,000,000 shares at an exercise price of $0.004 per share of its common stock for service rendered. These options vest in 2 equal amounts in July 2016 and January 2017, or upon an event of change of control 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 $383,958.
Market Price: $0.0039
Exercise Price: $0.004
Term: 10 years
Volatility: 151%
Dividend Yield: 0
Risk Free Interest Rate: 2.0%
Due to an event of change of control occurred in September 2016, the option is fully vested and the total value of $383,958 was recorded as stock based compensation for the year ended October 31, 2016.
NOTE 9 - SUBSEQUENT EVENTS
Reincorporation into Wyoming
Effective January 27, 2017, the Company completed a change of domicile (the “Reincorporation”) to Wyoming from Nevada by means of a merger of Trans-Pacific Aerospace Company Inc., a Nevada corporation with and into the Company’s wholly-owned subsidiary, Trans-Pacific Aerospace Company, Inc., a Wyoming corporation.
Sale of Convertible Notes:
From December 2016 through January 2017, we issued $9,500 in convertible promissory notes. These notes are automatically convertible into Series C Preferred Stock at a price of $500 per share upon the effective date our reincorporation as a Wyoming corporation, which became effective on January 27, 2017. The terms of the Series C Preferred Stock have been approved by our board of directors and the shares of Series C Preferred Stock will be issued upon filing of Articles of Amendment with the Wyoming Secretary of State designating 100,000 shares of our preferred stock as Series C Preferred Stock, which filing is expected to occur in the last week of February 2017/ first week of March 2017. The Series C Preferred Stock will have a stated value of $500 per share. Holders of the Series C Preferred Stock will not any preferential dividend or liquidation rights or any conversion rights. However, on or after the six-month anniversary after the issuance date for any share of Series C Preferred (an “Issuance Date”), each holder of Series C Preferred Stock has the option to redeem the Series C Preferred at the Redemption Price which is (i) 125% of the Stated Value for the period beginning on the 6-month anniversary of the Issuance Date and ending 1-day prior to the 12-month anniversary of the Issuance Date; (ii) 150% of the Stated Value for the period beginning on the 12-month anniversary of the Issuance Date and ending 1-day prior to the 18-month anniversary of the Issuance Date and (iii) 200% of the Stated Value for the period beginning on the 18-month anniversary of the Issuance Date and any date thereafter.
Capital Stock Transactions:
1.Since November 1, 2016, the Company has issued 159,000,000 shares of its common stock upon conversion of 159 shares of our preferred stock.
2.In November, 2016, the Company sold 93 shares of its Series A preferred stock for an aggregate purchase price of $32,100, the proceeds of which will be used for general corporate purposes.
3.On December 1, 2016, the Company issued 200 shares of its Series A preferred stock to our consultants in consideration of services rendered. These shares were valued at $120,000 based on the closing price of the underlying common stock.
4.On December 1, 2016, the Company issued 16 shares of its Series A preferred stock for an aggregate purchase price of $6,000, the proceeds of which will be used for general corporate purposes.
5.In December 2016, the Company issued 1,300 shares of its Series B preferred stock to its Chief Executive Officer in consideration of services rendered.
6.In December 2016, the Company issued 200 shares of its Series B preferred stock to a director in consideration of services rendered.
7.In September 2016, the Company issued 10,000 shares of its Series A preferred stock to its Chief Executive Officer as a temporary issuance to obtain voting right. These shares were returned to the Company after October 31, 2016.
Item 9.
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosures
Not applicable.
Item 9A.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 15a-15 under the Securities Exchange Act of 1934. Based upon that evaluation, our management, including our chief executive officer and chief financial officer, concluded that our disclosure controls and procedures were not effective as of October 31, 2016 for the reasons described below.
Management’s report on internal controls over financial reporting
Our management is responsible for establishing and maintaining adequate internal controls over financial reporting, as defined under Rule 15a-15(f) under the Securities Exchange Act of 1934. Management has assessed the effectiveness of our internal controls over financial reporting as of October 31, 2016 based on the framework established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Our internal control system was designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements. An internal control material weakness is a significant deficiency, or aggregation of deficiencies, that does not reduce to a relatively low level the risk that material misstatements in financial statements will be prevented or detected on a timely basis by employees in the normal course of their work. Our management assessed the effectiveness of our internal control over financial reporting as of October 31, 2016, and this assessment identified the following material weaknesses in our internal control over financial reporting:
· Due to our small size, we do not maintain effective internal controls to assure segregation of duties as we have only one employee who is responsible for initiating and approving of transactions, thereby creating the segregation of duties weakness;
· Our board of directors does not have an audit committee or a financial expert to maintain effective oversight of our financial reporting process; and
· Lack of formal policies or procedures to provide assurance that relevant information is identified, captured, processed, and reported in an appropriate and timely fashion.
Based on that evaluation, management concluded that our internal control over financial reporting was not effective as of October 31, 2016.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
Changes in internal control over financial reporting
There were no changes in our internal control over financial reporting that occurred during the fourth quarter of fiscal 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B.
Item 9B. Other Information
Not applicable.
PART III
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance
The names of our executive officers and directors and their ages, titles and biographies as of the date of this report are set forth below:
Mr. McKay has served as our president, chief executive officer, chief financial officer and chairman of our board of directors since February 1, 2010. Mr. McKay also serves as chief executive officer and a member of the board of managers of our 55%-owned subsidiary, Godfrey (China) Limited. From March 2009 through February 2010, Mr. McKay was the founder and chief executive officer of Harbin Aerospace Company, LLC, whose assets were acquired by us on February 1, 2010. Prior to forming Harbin, Mr. McKay was an aerospace industry consultant involved in aerospace projects in China and other aspects of the industry from 2008 to 2009. From 2006 to 2008, Mr. McKay served as chief operating officer for Acromil Corporation, an aerospace structural component manufacturing company. Prior to Acromil, Mr. McKay served from 1986 to 2006 in a variety of senior management roles with Southwest Products Company, a specialized engineering consulting firm and designer and manufacturer of plain spherical bearings used primarily in aerospace, naval and sophisticated commercial applications, most recently serving as a chief executive officer from 1991 to 2006. In May 2005, Southwest Products filed for protection under Chapter 11 of the U.S. Bankruptcy Code, which was converted to a Chapter 7 proceeding in July 2005. Mr. McKay was a personal guarantor of commercial loans by Southwest Products and upon Southwest Products’ bankruptcy was forced to seek protection under Chapter 7 of the U.S. Bankruptcy Code in July 2005. Mr. McKay received a bachelor of arts degree, a law degree and a masters of business administration from the University of Southern California. He is a member of the California State Bar.
Mr. Archer has served as a member of our board of directors since April 21, 2010. Mr. Archer has been engaged as a private investor since March 2010. Prior to March 2010, Mr. Archer was employed by Northrop Grumman Corporation in a variety of management positions over a 24-year period of time, most recently serving as director of procurement and global supply chain for the aerospace systems sector of Northrup Grumman from December 2002 to March 2010. Mr. Archer is a graduate of California State Polytechnic State University at Pomona.
Dr. Griffith has served as a member of our board of directors since July 1, 2013. Dr. Griffith is an Assistant Professor at the Howard University School of Medicine and is the Interim Chairman of the Department of Anesthesiology and chief of the Department of Perioperative Services at Howard University Hospital Washington, District of Columbia, Since May, 2012.
Our executive officers are appointed by, and serve at the discretion of, our board of directors. There is no family relationship between any of our executive officers or directors. Each of our directors has been elected to serve on our board of directors based on their experience in the aerospace industry or Chinese based cross-border transactions.
Involvement in Certain Legal Proceedings
None of our directors or executive officers has, during the past ten years:
· has had any bankruptcy petition filed by or against any business of which he was a general partner or executive officer, either at the time of the bankruptcy or within two years prior to that time;
· been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
· been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, futures, commodities or banking activities;
· been found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
· been subject or a party to or any other disclosable event required by Item 401(f) of Regulation S-K.
Committee Interlocks and Insider Participation
No member of our board of directors is employed by us except for Mr. McKay, who is presently employed as our president, chief executive officer, and chief financial officer. None of our executive officers serve on the board of directors of another entity, whose executive officers serves on the compensation committee of our board of directors. None of our officers or employees participated in deliberations of our board of directors concerning executive officer compensation.
Code of Ethics
We have adopted a code of ethics for our chief executive officer, principal financial officer and principal accounting officer or controller, and/or persons performing similar functions, which is available on our website, under the link entitled “Code of Ethics”.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers, and stockholders holding more than 10% of our outstanding common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in beneficial ownership of our common stock. Executive officers, directors and greater-than-10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. To our knowledge, based solely on review of the copies of such reports furnished to us for the period ended October 31, 2016, no Section 16(a) reports required to be filed by our executive officers, directors, and greater-than-10% stockholders were filed on a timely basis.
Audit Committee Financial Expert
We currently do not have an audit committee of our board of directors. As a result, our board has not determined any of its members to be audit committee financial experts.
Item 11.
Item 11. Executive Compensation
Summary Compensation Table
The following table sets forth the compensation awarded to, earned by or paid to, our chief executive officers during the fiscal year ended October 31, 2016 and 2015.
(1)In September 2016, we issued Mr. McKay 10,000 shares of series A preferred stock. This issuance was subsequently cancelled and the shares returned to treasury. Accordingly, this was not included as compensation for the year ended October 31, 2016.
The dollar amounts in columns (e) and (f) reflect the dollar amounts calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation- Stock Compensation (“FASB ASC Topic 718”), and, therefore, may not necessarily reflect actual benefits received by the individuals. Assumptions used in the calculation of these amounts are included in footnotes 2 and 8 to our audited consolidated financial statements for the fiscal year ended October 31, 2016 and 2015.
Narrative Disclosure to Summary Compensation Table
William McKay
On February 1, 2010, we entered into a written employment agreement with William McKay pursuant to which he serves as our chief executive officer and chairman of the board for a term of one year ending on January 31, 2011, provided that the agreement shall be subject to automatic renewals of additional one year terms unless either party notifies the other no later than July 31 of the then current term of its intent to terminate the agreement. Pursuant to McKay’s employment agreement, he is entitled to:
· an annual salary of $180,000, subject to annual review by our board of directors;
· a one-time bonus of 1.2 million shares of our common stock issuable in quarterly installments of 300,000 shares over the first four quarters of the agreement;
· four weeks annual paid vacation;
· an annual bonus at the discretion of our board of directors;
· participation in such medical, retirement and other benefit plans as we offer to our other senior executives; and
· in the event of his termination by us without cause or by Mr. McKay for good reason (as such terms are defined in the agreement) the payment of salary and continued plan benefits for the remainder of the one year term then in effect.
On August 25, 2011, upon Mr. McKay’s agreement to continue serving as our sole officer and chairman of the Board of Directors, the Board approved that in addition to the above terms, Mr. McKay is also entitled to the following:
· 500,000 shares per year, same as other Board of Directors members;
· Health insurance and car allowance of $1,700 per month; and
· a one-time grant of a stock options to purchase 2,000,000 shares of our common stock at an exercise price of $0.15, vesting over a three-year period and expiring on August 24, 2021.
Since April 2013, Mr. McKay has waived the salaries owed to him.
Outstanding Equity Awards at October 31, 2016
2016 Director Compensation Table
The following table sets forth information concerning all cash and non-cash based compensation we paid to our directors during the fiscal year ended October 31, 2016. In reviewing the table, please note:
· No information is provided for William McKay since all compensation paid to him for the 2016 fiscal year is included in the summary compensation table above.
(1)Resigned as a director on July 6, 2016
(2)Resigned as a director on January 17, 2017.
(3)In January 2016, we agreed to issue Mr. Wenig 5,000,000 shares of our common stock pursuant to a restricted stock grant, which shares have not been issued as of the date of this report.
(4)In January 2016, we granted Mr. Wenig options to purchase 100,000,000 shares of our common stock in consideration of his appointment to our board of directors.
The dollar amounts in columns (c) and (d) reflect the dollar amounts of the awards calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation- Stock Compensation (“FASB ASC Topic 718”), and, therefore, may not necessarily reflect actual benefits received by the individuals. Assumptions used in the calculation of these amounts are included in footnote 2 and 8 to our audited financial statements for the fiscal year ended October 31, 2016.
Narrative Disclosure to 2016 Director Compensation Table
During the year ended October 31, 2016, the Company did not pay any other compensation to its board members.
Potential Payments upon Termination
Under the terms of Mr. McKay’s employment agreement, in the event of his termination by us without cause or by Mr. McKay for good reason (as such terms are defined in the agreement), he is entitled to a severance consisting of the payment of salary and continued plan benefits for the remainder of the one year term then in effect.
The following table sets forth quantitative information with respect to potential payments to be made to Mr. McKay upon termination in various circumstances. The potential payment is based on the terms of Mr. McKay’s Employment Agreement discussed above.
(1) Mr. McKay entitled to payment of salary for the remainder of the year then in effect.
(2) Based on Mr. Mr. McKay’s current annual base salary of $180,000.
SEC Position on Certain Indemnification Arrangements
Our articles of incorporation allow us to indemnify our directors and officers to the fullest extent permitted under Wyoming law. Under Wyoming law, a corporation may indemnify any person who was or is threatened to be made a party to an action, including an action by or in the right of the corporation, because the person is or was a director, officer, employee or agent of the corporation or is or was serving in such capacity in another entity at the request of the corporation, against expenses, judgments, fines and amounts paid in settlement, if the person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the corporation, and with respect to any criminal action or proceeding had no reasonable cause to believe his action was unlawful. We intend to enter into agreements with the current members of our board of directors and certain other employees in which we agree to hold harmless and indemnify such directors, officers and employees to the fullest extent authorized under Wyoming law, and to pay any and all related expenses reasonably incurred by the indemnitee.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us pursuant to the provisions contained in our amended and restated articles of incorporation, our amended and restated bylaws, Wyoming law or otherwise, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. If a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers or controlling persons in the successful defense of any action, suit, or proceeding, is asserted by such director, officer or controlling person, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of this issue.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth certain information regarding the beneficial ownership of our common stock as of February 1, 2017 by the following persons:
·each person who is known to be the beneficial owner of more than five percent (5%) of our issued and outstanding shares of common stock;
·each of our directors and executive officers; and
·all of our directors and executive officers as a group.
________________________________
*Less than 1%
(1)Unless otherwise noted, the address is 2975 Huntington Drive, Suite 107, San Marino, California 91108.
(2)Based on 4,499,880,936 shares of common stock, 5,075 shares of Series A preferred stock, and 1,500 shares of Series B preferred stock issued and outstanding.
(3)Holders of our common stock are entitled to one vote per share, for a total of 4,499,880,936 votes. Holders of our Series A preferred stock are entitled to the number of votes equal to the number of shares of common stock into which a share of Series A preferred stock could be converted. Each share of Series A preferred stock has a stated value of $400, which is convertible into shares of common stock at a fixed conversion price equal to $0.0004 per share. As such, each share of Series A preferred stock is convertible into 1,000,000 shares of common stock for a total of 1,000,000 votes per shares or 5,075,000,000 votes in the aggregate. Each share of Series B preferred stock is entitled to 100,000,000 votes per share or 1,500,000,000,000 votes in the aggregate. Accordingly, there are 1,509,574,880,936 votes outstanding as of February 1, 2017
(4)Includes (i) 300,000,000 shares issuable upon conversion of Series A preferred stock held by Mr. McKay; (ii) 154,000,000 shares issuable upon conversion of Series A preferred stock held by Mr. McKay’s daughter and (iii) 73,000,000 shares issuable under presently exercisable options.
(5)Includes 154 shares of Series A preferred stock held by Mr. McKay’s daughter.
(6)Includes 11,000,000 shares issuable under presently exercisable options.
(7)The board has authorized the issuance of 228.47 shares of Series A preferred stock and options to purchase 301 shares of Series A preferred stock. However, neither the shares nor the options referenced have been issued.
(8)Includes (i) 810,000,000 shares issuable upon conversion of Series A preferred stock held by Mr. Griffith and (ii) 34,000,000 shares issuable under presently exercisable options.
Beneficial ownership is determined in accordance with the rules and regulations of the SEC. The number of shares and the percentage beneficially owned by each individual listed above include shares that are subject to options held by that individual that are immediately exercisable or exercisable within 60 days from February 1, 2017, and the number of shares and the percentage beneficially owned by all officers and directors as a group includes shares subject to options held by all officers and directors as a group that are immediately exercisable or exercisable within February 1, 2017.
Equity Compensation Plan Information
Our board of directors approved our 2010 Stock Incentive Plan in 2010. The plan allows for incentive awards to eligible recipients consisting of:
· Options to purchase shares of common stock, that qualify as incentive stock options within the meaning of the Internal Revenue Code;
· Non-statutory stock options that do not qualify as incentive options;
· Restricted stock awards; and
· Performance stock awards, which may be subject to future achievement of performance criteria or free of any performance or vesting conditions.
The maximum number of shares reserved for issuance under the plan is 7,500,000. The exercise price of options granted under the plan shall not be less than 100% of the fair market value of one share of common stock on the date of grant, unless the participant owns more than 10% of the total combined voting power of all classes of our stock or any parent or subsidiary corporation of ours, in which case the exercise price shall then be 110% of the fair market value.
The following provides information concerning compensation plans under which our equity securities are authorized for issuance as of October 31, 2016.
(1)Reflect non-plan options.
(2)2013 Stock Incentive Plan. On November 23, 2013, our Board of Directors adopted the 2013 Stock Incentive Plan. The purpose of our 2013 Stock Incentive Plan is to advance the best interests of the Company by providing those persons who have a substantial responsibility for our management and growth with additional incentive and by increasing their proprietary interest in the success of the Company, thereby encouraging them to maintain their relationships with us. Further, the availability and offering of stock options and common stock under the plan supports and increases our ability to attract and retain individuals of exceptional talent upon whom, in large measure, the sustained progress, growth and profitability which we depend. The total number of shares available for the grant of either stock options or compensation stock under the plan is 3,500,000 shares, subject to adjustment. Our Board of Directors administers our plan and has full power to grant stock options and common stock, construe and interpret the plan, establish rules and regulations and perform all other acts, including the delegation of administrative responsibilities, it believes reasonable and proper. Any decision made, or action taken, by our Board of Directors arising out of or in connection with the interpretation and administration of the plan is final and conclusive. The Board of Directors, in its absolute discretion, may award common stock to employees of, consultants to, and directors of the company, and such other persons as the Board of Directors or compensation committee may select, and permit holders of common stock options to exercise such options prior to full vesting therein and hold the common stock issued upon exercise of the option as common stock. Stock options may also be granted by our Board of Directors or compensation committee to non-employee directors of the company or other persons who are performing or who have been engaged to perform services of special importance to the management, operation or development of the company. In the event that our outstanding common stock is changed into or exchanged for a different number or kind of shares or other securities of the company by reason of merger, consolidation, other reorganization, recapitalization, combination of shares, stock split-up or stock dividend, prompt, proportionate, equitable, lawful and adequate adjustment shall be made of the aggregate number and kind of shares subject to stock options which may be granted under the plan. Our Board of Directors may at any time, and from time to time, suspend or terminate the plan in whole or in part or amend it from time to time in such respects as our Board of Directors may deem appropriate and in our best interest. As of October 31, 2016, we have issued 3,375,000 shares under this plan and no options have been issued under this plan.
Item 13.
Item 13. Certain Relationships and Related Transactions and Director Independence
Due to lack of sufficient funding to maintain the Company’s operations, the Company’s officers and directors loaned money to the Company for short term cash flow needs. As of October 31, 2016 and 2015, Mr. Peter Liu had payables due to him from Godfrey of $60,000 and $60,000; respectively; The Company had receivables due to (from) HAC amounted to $1,217 and ($1,025) at October 31, 2016 and, respectively.
During the year ended October 31, 2016, the Company borrowed $179,379 from various shareholders under oral agreements. This amount bears no interest and is due on demand. In addition, a shareholder made repayment of $77,186 on behalf of the Company to pay off the Apollo Note as described in Note 6 below. The amount is recorded under related party payable and the amount bears no interest and is due on demand. In July 2016, $43,000 of the principal amount was converted to 97,217,391 shares of the Company’s common stock. As of October 31, 2016, the outstanding balance was $211,311.
As of October 31, 2016 and 2015, the total outstanding amount due to related parties was $61,217 and $58,975, respectively.
During the quarter ended October 31, 2016, the wife of our Chief Executive Officer purchased 177 shares of our Series A preferred stock in consideration of $92,500. As of October 31, 2016, 3 of these shares had not been issued and were recorded as preferred stock to be issued.
During the quarter ended October 31, 2016, the son of our Chief Executive Officer purchased 404 shares of our Series A preferred stock in consideration of $217,000. As of October 31, 2016, 51 of these shares had not been issued and were recorded as preferred stock to be issued.
In September 2016, the Company issued 10,000 shares of its Series A preferred stock to its Chief Executive Officer as a temporary issuance to obtain control and voting right in the Company to make certain board decision at the best interest of the Company. The shares were returned to the Company in subsequent period after the board decision has been made.
In September 2016, we entered into a consulting agreement (“Consulting Agreement”) with Woodward Global, Ltd. (“WG”), a Nevada corporation owned by Mr. Angus McKay, son of William R. McKay, our Chairman and CEO. Pursuant to the Consulting Agreement, we will provide consulting services to WG for a period of twelve (12) months for a total consideration of $2,000,000.
In December 2016, we issued 1,300 shares of our Series B preferred stock to our Chief Executive Officer in consideration of services rendered.
In December 2016, we issued 200 shares of our Series B preferred stock to a director in consideration of services rendered.
Director Independence
Our Board of Directors has determined that two of our directors, Greg Archer and Clairmont Griffith are “independent directors” as defined in Section 7 of the OTCQX Rules for U.S. Companies published by the OTC Markets Group. In making this determination, the Board of Directors considered all transactions set forth herein under this section “Certain Relationships and Related Transactions.”
Item 14.
Item 14. Principal Accounting Fees and Services
The following table sets forth the aggregate fees billed to us for services rendered to us for the fiscal years ended October 31, 2016 and 2015 by our independent registered public accounting firm for such years, as of the filing dates, for the audit of our consolidated financial statements for the fiscal years ended October 31, 2016 and 2015, and assistance with the reporting requirements thereof, the review of our condensed consolidated financial statements included in our quarterly reports on Form 10-Q, and accounting and auditing assistance relative to acquisition accounting and reporting.
The following table presents fees billed by our auditors relate to the audits and reviews for the fiscal years ended October 31, 2016 and 2015.
Audit Committee Pre-Approval Policies
We do not have an audit committee of our board of directors. However, our board approves all audit fees, audit-related fees, tax fees and special engagement fees. Our board approved 100% of such fees for the fiscal year ended October 31, 2016.
PART IV
Item 15.
Item 15.
Exhibits and Financial Statement Schedules
(a) Financial statements
Reference is made to the Index and Financial Statements under Item 8 in Part II hereof where these documents are listed
(b) Financial statement schedules
Financial statement schedules are either not required or the required information is included in the consolidated financial statements or notes thereto filed under Item 8 in Part II hereof.
(c) Exhibits
The exhibits to this Annual Report on Form 10-K are set forth below. The exhibit index indicates each management contract or compensatory plan or arrangement required to be filed as an exhibit.
Exhibit Index
Number
Exhibit Description
Method of Filing
2.1
Agreement and Plan of Merger by and Between Trans-Pacific Aerospace, Inc. (Nevada) and Trans-Pacific Aerospace, Inc. (Wyoming).
Incorporated by reference from the Registrant’s Information Statement on Form 14C filed on December 27, 2016.
3.1
Articles of Incorporation of Trans-Pacific Aerospace Company, Inc. (Wyoming)
Incorporated by reference from the Registrant’s Information Statement on Form 14C filed on December 27, 2016.
3.2
Bylaws of Trans-Pacific Aerospace Company, Inc. (Wyoming)
Incorporated by reference from the Registrant’s Information Statement on Form 14C filed on December 27, 2016.
3.3
Articles of Merger (Nevada)
Incorporated by reference from the Registrant’s Current Report on Form 8-K filed on January 31, 2017.
3.4
Articles of Merger (Wyoming)
Incorporated by reference from the Registrant’s Current Report on Form 8-K filed on January 31, 2017.
10.1
Agreement dated January 19, 2010 regarding formation of Godfrey (China) Limited*
Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q filed on October 20, 2010.
10.2
Form of Series A Warrant issued by Registrant to Harbin Aerospace Company, LLC.
Incorporated by reference from the Registrant’s Current Report on Form 8-K filed on February 3, 2010.
10.3
Form of Series B Warrant issued by Registrant to Harbin Aerospace Company, LLC.
Incorporated by reference from the Registrant’s Current Report on Form 8-K filed on February 3, 2010.
10.4
Convertible Promissory Note dated February 1, 2010 issued by Registrant to Santa Anita Co., LLC.
Incorporated by reference from the Registrant’s Current Report on Form 8-K filed on February 3, 2010.
10.5
Employment Agreement dated February 1, 2010 between Registrant and William McKay*
Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q filed on March 12, 2010.
Number
Exhibit Description
Method of Filing
10.6
Settlement Agreement and general Release dated January 30, 2013 between, among others, Registrant and Cardiff Partners, LLC
Incorporated by reference from the Registrant’s Annual Report on Form 10-K filed on February 14, 2013.
10.7
Amendment to Series A Common Stock Purchase Warrant dated January 31, 2013 held by Cardiff Partners, LLC
Incorporated by reference from the Registrant’s Annual Report on Form 10-K filed on February 14, 2013.
10.8
Amendment to Series B Common Stock Purchase Warrant dated January 31, 2013 held by Cardiff Partners, LLC
Incorporated by reference from the Registrant’s Annual Report on Form 10-K filed on February 14, 2013.
10.9
2013 Stock Incentive Plan
Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed on February 13, 2014
21.1
List of subsidiaries of Registrant.
Filed electronically herewith.
23.1
Consent of TAAD, LLP
Filed electronically herewith.
31.1
Certification under Section 302 of the Sarbanes-Oxley Act of 2002.
Filed electronically herewith.
31.2
Certification under Section 302 of the Sarbanes-Oxley Act of 2002.
Filed electronically herewith.
32.1
Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
Filed electronically herewith.
101.INS**
XBRL Instance Document
Filed electronically herewith
101.SCH**
XBRL Taxonomy Extension Schema Document
Filed electronically herewith
101.CAL**
XBRL Taxonomy Extension Calculation Linkbase Document
Filed electronically herewith
101.LAB**
XBRL Taxonomy Extension Label Linkbase Document
Filed electronically herewith
101.PRE**
XBRL Taxonomy Extension Presentation Linkbase Document
Filed electronically herewith
101.DEF**
XBRL Taxonomy Extension Definition Linkbase Document
Filed electronically herewith
____________________________
* Indicates management compensatory plan, contract or arrangement.
** Pursuant to applicable securities laws and regulations, we are deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and are not subject to liability under any anti-fraud provisions of the federal securities laws as long as we have made a good faith attempt to comply with the submission requirements and promptly amend the interactive data files after becoming aware that the interactive data files fail to comply with the submission requirements. Users of this data are advised that, pursuant to Rule 406T, these interactive data files are deemed not filed and otherwise are not subject to liability.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this annual report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ William Reed McKay
Chairman of the Board,
Chief Executive Officer and
Chief Financial Officer
February 28, 2017
William Reed McKay
(Principal Executive and Financial Officer)
/s/ Greg Archer
Director
February 28, 2017
Greg Archer