UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: August 31, ~~2017~~2018

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number: 333-179079

AIRBORNE WIRELESS NETWORK

(Exact name of registrant as specified in its charter)

NEVADA		27-4453740
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4115 Guardian Street, Suite C, Simi Valley, California 93063

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (805) 583-4302

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Website, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§~~229~~ 232.405 of this chapter) during the preceding 12 months ( or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes x No o

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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

Large accelerated filer o Accelerated filer x Non-accelerated filer o ~~(Do not check if a smaller reporting company)~~ Smaller reporting company ox Emerging Growth Company xo

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes o No x

The aggregate market value of the voting and non-voting stock held by non-affiliates of the Registrant, as of February 28, ~~2017~~2018, the last business day of the Registrant’s most recently second fiscal quarter, was approximately $~~118~~154,~~000~~995,~~000~~770.

The number of shares of the Registrant's $0.001 par value outstanding common stock as of ~~October~~November 318, ~~2017~~2018 was 911,~~689~~517,~~421~~216,617.

AIRBORNE WIRELESS NETWORK

ANNUAL REPORT ON FORM 10-K

INDEX

Number		Page
PART I
Item 1.	BUSINESS	45
Item 1A.	RISK FACTORS	1315
Item 1B	UNRESOLVED STAFF COMMENTS	2629
Item 2	PROPERTIES	2629
Item 3	LEGAL PROCEEDINGS	2629
Item 4	MINE SAFETY DISCLOSURES	2630

PART II
Item 5	MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	2731
Item 6	SELECTED FINANCIAL DATA	3537
Item 7	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3537
Item 7A	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	4144
Item 8	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	4244
Item 9	CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	4244
Item 9A	CONTROLS AND PROCEDURES	4244
Item 9B	OTHER INFORMATION	4445

PART III
Item 10	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	4546
Item 11	EXECUTIVE COMPENSATION	4851
Item 12	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	5356
Item 13	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	5457
Item 14	PRINCIPAL ACCOUNTING FEES AND SERVICES	5457

PART IV
Item 15	EXHIBITS, ~~AND~~FINANCIAL ~~FINANICIAL~~ STATEMENT SCHEDULES		5558

~~Forward~~CAUTIONARY STATEMENT REGARDING FORWARD-~~Looking~~LOOKING ~~Statements~~STATEMENTS

This annual report on Form 10-K contains forward-looking statements. All statements other than statements of historical or current facts contained in this annual report, including statements regarding our future results of operations and financial position, business strategy, proposed new products and services, research and development costs, granting of regulatory approvals, timing and likelihood of success, plans and objectives of management for future operations and future results of anticipated products and services, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, forward-looking statements can be identified by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “would,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this annual report are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this annual report and are subject to a number of risks, and except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, prospective investors should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in, or implied by, the forward-looking statements due to a variety of factors, including, but not limited to:

· our financial performance, including our history of operating losses; · our ability to obtain additional funding to continue our operations; · our ability to successfully develop, implement and commercialize the Infinitus Super Highway ("Infinitus"); · our ability to enter into agreements with airlines that permit us to install our equipment on their aircraft; · our ability to enter into agreements with potential customers, vendors and purchasers; · changes in the regulatory environments of the United States and other countries in which we intend to operate; · our ability to attract and retain key management and other personnel; · competition from new market entrants and new technologies; · our ability to identify and pursue development of appropriate products; and · risks, uncertainties and assumptions described under the sections in this annual report titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this annual report.

Forward-looking statements are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this document are made as of the date of this document and we do not undertake any obligation to update forward-looking statements to reflect new information, subsequent events or otherwise, except as required by law. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. WeProspective ~~qualify~~investors ~~all~~should read this annual report and the documents we have filed as exhibits to the registration statement of which this annual report forms a part with the understanding that our ~~forward-looking~~actual ~~statements~~future byresults ~~these~~may ~~cautionary~~be ~~statements~~materially different from what we expect.

Table of Contents

INDUSTRY DATA

Unless otherwise indicated, information contained in this annual report concerning our industry and the markets in which we plan to operate, including our general expectations and potential market position, market opportunity and market share, is based on information from our own management estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Management estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. In addition, assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in this annual report under the heading “Risk Factors.” These and other factors could cause our future performance to differ materially from our assumptions and estimates. For additional information, see “Cautionary Statement Regarding Forward-Looking Statements.”

Table of Contents

PART I

Item 1. Business.

Airborne Wireless Network (the “Company,” “we,” “us,” or “our”) was formed as a Nevada corporation on January 5, 2011 under the name “Ample-Tee” to engage in the business of promoting, marketing, selling and distributing hard to find ergonomic products for the physically disabled.

On October 20, 2015, our current President, Treasurer and Secretary, J. Edwards Daniels, acquired control of the Company by purchasing from Lawrence Chenard, our former president, 842,~~400,000~~803 shares of our common stock for a purchase price of $250,000 (802,~~000,000~~667 of which shares were delivered by Mr. Daniels to the Company for cancellation without consideration in August 2016). ~~At the time of this acquisition, the Company was a “shell company” within the meaning of the rules of the Securities and Exchange Commission (the “SEC”).~~

On May 19, 2016, we changed our name to “Airborne Wireless Network” to better align our name with our intention to develop and deliver next generation global connectivity.

On August 3, 2016, we acquired from Apcentive, Inc. (“Apcentive”) all of Apcentive’s right, title and interest in and to U.S. Patent No. 6,285,878 B1, which expired on September 20, 2018 and all related support materials, continuations, amendments, updates and contemplated updates and amendments and the trademark “Infinitus Super Highway.” In exchange for that patent and trademark, we issued to Apcentive a number of shares of our common stock and agreed to pay Apcentive a future royalty equal to 1.5% of the net cash we receive from the promotion, marketing, sale, licensing, distribution and other exploitation of that patent.

On ~~January~~August 424, ~~2017~~2018, we ~~filed~~effected a ~~Form~~30,000-to-1 8reverse split of our common stock. As a result of the reverse split, every 30,000 pre-Ksplit ~~with~~shares of the ~~SEC~~Company’s ~~stating~~common ~~that~~stock byoutstanding ~~virtue~~on the effective date of ~~our~~the ~~continuing~~reverse ~~efforts~~split towere ~~implement~~automatically ~~our~~combined ~~business~~into ~~plan~~one new share of common stock without any action on the part of the holders, and the ~~nature~~number of ~~our~~outstanding ~~assets~~shares of common stock was reduced from approximately 8,888,443 weto ~~believed~~approximately ~~that~~296,000 we(subject ~~are~~to nothe ~~longer~~rounding aup ~~“shell~~of ~~company~~fractional shares).” All historical share balances and share price-related data in this annual report have been adjusted based on the 30,000-to-1 reverse split ratio.

Our principal executive office is located at 4115 Guardian Street, Suite C, in Simi Valley, California 93063 and our telephone number is (805) 583-4302. Our fiscal year end is August 31.

Overview

We are an early -stage company with the principal business strategy of developing, marketing and licensing a fully meshed, high-speed broadband airborne wireless network by linking aircraft in flight. We call this network the “Infinitus Super Highway.” To our knowledge, no fully meshed commercial broadband airborne network exists in the world today.

We expect that Infinitus will provide a broadband wireless communication infrastructure by using and ~~modifying~~customizing existing, small, lightweight, low-power relay station equipment and antennae that will be installed onboard aircraft. Each equipped aircraft would have a broadband wireless communication link to one or more neighboring aircraft and/or ground stations. These aircraft would form a chain of seamless airborne repeaters or routers providing broadband wireless communication gateways along the entire flight path, essentially creating a digital superhighway in the sky. If a link was interrupted, the signal would be redirected to the next participating aircraft or ground station in the chain -- in other words, there would be multiple, simultaneous data connections and thus the system would not rely on a single link.

We intend to act as a wholesale carrier, licensing our bandwidth to, among others, data service providers (such as major telecommunications companies and other Internet service providers) that provide broadband services to end users, to government agencies and to companies that desire a more robust private broadband network. We do not plan to license or sell Infinitus directly to consumers. We anticipate that Infinitus will enable our future customers to minimize their infrastructure development time and costs, and increase the reliability of their broadband communications systems.

4If ~~Table~~we can successfully complete the development of ~~Contents~~Infinitus, Infinitus could provide high-speed broadband Internet service to (i) supplement or replace current broadband networks, (ii) serve currently underserved markets, such as maritime, rural and remote locations, (iii) government agencies, including those that provide emergency or disaster relief services, (iv) companies seeking a more secure, reliable private data network, (v) customers onboard aircraft in flight seeking improved Internet access and connectivity and (vi) owners and operators of private jets and small aircraft owners, which in turn, can provide additional aircraft for the Infinitus network. Infinitus could also provide a wireless broadband network that is not vulnerable or susceptible to single points of failure (as is the case with current networks).

If5 weTable ~~can successfully complete the development~~ of Infinitus, Infinitus could provide high-speed broadband internet service to (i) supplement or replace the current broadband networks, (ii) serve currently underserved markets, such as maritime, rural and remote locations, (iii) government agencies, incuding those that provide emergency or disaster relief services, (iv) companies seeking a more secure, reliable private data network, (v) customers onboard aircraft in flight seeking improved internet access and connectivity and (vi) owners and operators of private jets and small aircraft owners, which in turn, can provide additional aircraft for the Infinitus network. Infinitus could also provide a wireless broadband network that is not vulnerable or susceptible to single points of failure (as is the case with current networks).Contents

Infinitus ~~will~~was beoriginally based principally on a United States patent that we acquired in August 2016. The patent, ~~gives~~which expired on September 20, 2018, gave the holder the ~~exclusive~~ right to exclude others in the United States, ~~and~~commensurate ~~countries~~with ~~honoring~~the ~~United~~scope ~~States~~of ~~patents~~the topatent, ~~create~~from creating a fully meshed, high-speed broadband wireless network by linking commercial aircraft in flight. We also filed a patent application in the United States on July 25, 2017 seeking ~~exclusive~~ rights to exclude others from using our method of synchronizing ~~laser~~free space optic links between aircraft in flight, which technology we believe, ~~if obtained,~~ will be instrumental in making Infinitus operate successfully. Currently, this patent application is undergoing prioritized examination at the U.S. Patent and Trademark Office and we are continuing to prosecute this patent application in order to get the patent granted as soon as possible. On July 25, 2018, we also filed an application seeking rights to exclude others from using this method under the international Patent Cooperation Treaty (“PCT”).

We are currently in the process of completing the development of Infinitus, and have not licensed Infinitus to anyone or generated any revenue from external customers during the last three fiscal years. During the fiscal years ended August 31, ~~2017,~~2018 ~~2016~~ and ~~2015~~2017, we recorded net losses of $(36$76,~~912~~683,~~959~~224), ~~$(168,323)~~ and $(~~164~~$36,912,959), respectively. Our total assets as of August 31, ~~2017~~2018 and ~~2016~~2017 were valued at $~~528~~1,~~326~~210,248 and $9528,~~976~~326, respectively.

We have a three-pronged plan to commercialize Infinitus, which is described more fully below.

Current Limitations on the Current Broadband Wireless Network

As the proliferation of mobile devices and tablets has grown, so too has the dependency on such devices, and the need -- or rather demand -- for more bandwidth. Regardless of application; ~~telecommunication~~telecommunications, ~~internet~~Internet, airborne, maritime or remote, with current technology, we believe that there is not enough available bandwidth to adequately support that growth.

Limited satellite bandwidth, combined with the inherent air-to-ground connectivity challenges of current solutions, underscores the challenges to meet the current and growing demand. Add the significant limitations of current technology, especially when it involves trans-oceanic journeys, we believe that the need for new, comprehensive solutions becomes apparent.

Much of the air traveling public is familiar with traditional airborne services, as many airlines offer “Wi-Fi” services. The integrity of those services depends on a single link, either accessing a cellular- tower, or a satellite. This limits customer usage to non-real time services, as such technology suffers from “single points of failure” and there simply is not enough bandwidth for current demands, let alone for the future. Accordingly, service is often interrupted and slow, due to an infrastructure not designed to handle the demand for data traffic. The reason for slow data-rates is that data is “stored and forwarded,” meaning onboard equipment holds the data until the next link is available.

Our Proposed Solution —- Infinitus

Infinitus will use aircraft in flight to create a fully meshed broadband airborne wireless network. Each aircraft equipped with Infinitus would have a broadband wireless communication link to one or more neighboring aircraft and/or ground stations. As such, if a link is ever interrupted, the signal would be redirected to the next participating aircraft or ground station in the chain. In other words, multiple, simultaneous data connections would exist at all times and the system would not rely on a single link, as is the case with existing technology.

5 Table of Contents

Because Infinitus would typically be used at mid-level altitudes (20,000 to 40,000 feet), we believe that it will have inherent advantages over satellites. We believe that such altitudes will provide us with the primary advantage of being able to reuse operating spectrum. Nature limits the range of signals based upon the curvature of the earth, allowing the same frequencies to be reused beyond the horizon.

Table of Contents

We believe that our ability to assign operating frequencies dynamically and the ease and cost-effective ways in which we will be able to service and/or upgrade our equipment (unlike high altitude solutions), could provide us a steady, leading role in the expanding broadband wireless industry.

When new and more efficient data-transmission technologies emerge, we believe that upgrading Infinitus would be as easy as replacing a single module. Satellite technology, on the other hand, in most cases, has already been surpassed by the time a satellite is launched, due to the typical two-year period between the design of a satellite and its subsequent launch. Additionally, satellites cannot generally be upgraded or serviced once launched.

Development and Testing

We are currently in the development and testing phase of our plan.

In May 2017, we conducted our first airborne test of the system, using two Boeing 767 aircraft and a temporary mobile mast system to emulate a ground station (“Proof of Concept flight test”). The two Boeing 767 aircraft were provided by Jet Midwest Group, LLC under the terms that company’s agreement with the Company. During the Proof of Concept flight test, FAA and electromagnetic field interference ~~(EMI)~~ tests were completed successfully. The Proof of Concept flight test also successfully demonstrated, on a micro scale, the ability of aircraft equipped with Infinitus to act as airborne repeaters or routers to send and receive broadband signals from one aircraft to another. The tests also successfully demonstrated aircraft-to-ground communication; ground-to-aircraft communication; and aircraft-to-aircraft-to-ground-and-back communication.

We will need to complete the software development and the design and development of the customized hardware to enable Infinitus and implement our business plan. To do so, we will need to achieve the following three milestones:

We· ~~intend~~First toMilestone: ~~conduct~~Complete a ~~two~~high-~~plane~~bandwidth ~~test~~demonstration utilizing ~~two~~free ~~Cessnas~~space ~~(or~~optics equivalent planes) installed with Infinitus technology incorporating the laser underlying the Company’s patent application filed on July 25, 2017 which seeks exclusive rights to our method of synchronizing laser links between aircraft in flight. The intent of the “Cessna proof of test” is to interrupt the laser link as often as practical. The test is being designed to prove that “self-synchronizing” and ~~“self-restoring”~~radio ~~airborne~~frequency ~~laser-links are feasible and practical~~synchronization.

InWe intend to complete this ~~regard,~~demonstration weby ~~engaged~~conducting ~~iNTELLICOM~~a ~~Technologies~~two-plane intest utilizing two Cessnas (or equivalent planes) (the “Cessna Proof of Test”) installed with Infinitus technology incorporating the free space optics underlying the Company’s patent application filed on July 25, 2017, which seeks the right to ~~help~~exclude usothers, ~~manage~~commensurate with the ~~development~~scope of the patent application, from using our method of synchronizing free space optic links between aircraft in flight and ~~coordination~~radio frequency synchronization. The intent of ~~our~~the ~~Radio~~Cessna ~~Frequency~~proof of test is to establish a radio frequency link between the two aircraft to share position information and then establish a free space optical (~~“RF”~~laser) ~~equipment,~~link ~~ranging~~for ~~from~~acquisition ~~test-equipment/test~~and ~~protocols~~optical transmission of data, to ~~modem~~measure, ~~selection/modification~~among other things, RFthroughput and ~~antenna~~data ~~gear~~packet-loss rates. ~~iNTELLICOM~~The test is ~~presently~~being ~~working~~designed ~~with~~to ~~the~~prove ~~Company~~that “self-synchronizing” and ~~its~~“self-restoring” ~~primary~~airborne ~~software~~free space optic links are feasible and ~~laser~~practical. ~~developers~~Prior to ~~prepare~~commencing ~~for~~the Cessna Proof of Test, we intend to complete lab and field tests including static and dynamic testing of the ~~next~~hardware ~~milestones~~at various distances and conditions.

~~Also,~~In in this regard, we engaged ~~Thinking~~iNTELLICOM ~~Different~~ Technologies, BLtd.V. (“~~TDT~~Intellicom”) in ~~June~~February 2017 ~~under~~to ahelp ~~Software~~us ~~Development~~manage ~~Agreement~~the development and coordination of our Radio Frequency (“RF”) and free space optics equipment, ranging from test-equipment/test protocols, to ~~help~~modem usselection/modification, ~~complete~~RF ~~development~~and ofantenna gear. Intellicom, with which we entered into a formal contract in December 2017, is presently working with the Company and its primary software and free space optic developers to prepare for ~~Infinitus~~the next milestones. ~~TDT~~Under isour acontract ~~Netherlands~~with ~~software~~Intellicom, ~~developer~~Intellicom ~~and~~agreed to provide such skilled communications engineering ~~development~~services ~~company~~to ~~that~~the ~~engages~~Company and we agreed to pay for these services in ~~research,~~accordance ~~development,~~with ~~prototyping~~Intellicom’s ~~and~~stated ~~patenting~~hourly rates. The term of ~~numerous~~the ~~cutting-edge~~agreement ~~technologies,~~expires ~~including~~upon ~~chaos~~the ~~non-linear~~completion ~~telecommunication~~of ~~and~~all ~~radio~~services ~~technology,~~to ~~anti-inertia~~be ~~phenomenon~~provided thereunder by Intellicom, and ~~economy~~also may be terminated by either party without cause upon 30 days’ prior written notice. The agreement also contains standard events of ~~fuel~~default, inwhich, ~~automotive~~if ~~and~~experienced ~~aviation~~by ~~industries~~one party, ~~among~~permit ~~others~~the other party to terminate upon written notice.

WeAlso, ~~have~~in ~~also~~this ~~engaged Mynaric AG~~regard, ~~formerly~~we ~~known~~engaged asThinking ~~ViaLight~~Different ~~Communications~~Technologies ~~GmbH~~B.V. (“~~Mynaric~~TDT”), in June 2017 ~~pursuant~~under a Software Development Agreement to help us complete development of the software for Infinitus. TDT is a ~~Design~~Netherlands-based software developer and ~~Manufacturing~~engineering ~~Services~~development ~~Agreement~~company that engages in research, development, prototyping and patenting of numerous cutting-edge technologies, including chaos non-linear telecommunication and radio technology, anti-inertia phenomenon and economy of fuel in automotive and aviation industries, among others. Pursuant to ~~work~~the Software Development Agreement, TDT is to develop, deliver, help integrate, ~~Mynaric~~support and maintain custom software for use by the Company in connection with the Company’s ~~innovative~~development ~~laser~~of ~~technology~~Infinitus. ~~into~~As ~~our~~compensation ~~patent~~for ~~application~~these ~~which~~services ~~seeks~~pursuant ~~exclusive~~to ~~rights~~the Development Agreement, the Company has agreed to ~~our~~pay ~~method~~TDT ofa ~~synchronizing~~development ~~laser~~fee ~~links~~which ~~between~~shall ~~aircraft~~not inexceed ~~flight~~$1,000,000. toIn beNovember ~~incorporated~~2018, ~~into~~the ~~our~~Company ~~Infinitus~~announced ~~Super~~that ~~Highway~~TDT had completed the custom software necessary for ongoing field and lab tests of the Company’s free space optics units and the contemplated Cessna Proof of Test.

In addition, we plan to engage a highly experienced antenna designer to develop and produce the customized airborne antennae that will need to be installed on all aircraft to enable Infinitus. In addition, we plan to engage a FAA-certified OEM manufacturer to design, develop and produce the storage module, or line replacement unit, that will be used to house the software and which will be installed on the aircraft.

6 Table of Contents

In addition, we plan to engage consultants to assist us with development and implementation of domestic and international regulatory changes necessary to support Infinitus; the acquisition of spectrum rights for Infinitus and/or its implementation partners; negotiating and obtaining the referred spectrum band(s) for Infinitus to operate effectively, the minimum amount of spectrum required to support Infinitus, the potential for sharing with other co-frequency services; the potential for operations on a secondary versus primary basis; the potential for partners to secure spectrum rights on behalf of the Company; the potential for staged national/regional roll-out versus global implementation; and the potential for national licensing via spectrum auctions.

We presently anticipate that we will be able to conduct the Cessna proof of test and a larger airborne test involving up to 20 commercial aircraft during the 2018 calendar year, assuming that sufficient progress has been made in the relevant software and hardware development and that we are able to obtain additional funding. If successful, we would be able to complete hardware and software development in order to launch Infinitus.

Creating the Fully Meshed Broadband Wireless Network--Contracting with Commercial Airlines and Traditional Data Transfer Providers

In order to commercialize Infinitus, our equipment will have to be installed on a sufficient number of aircraft so that a fully meshed broadband airborne wireless network will be available 24 hours a day and 7 days a week in the geographic territories we initially intend to cover. In that regard, we plan to initially enter into agreements with commercial airlines (passenger and cargo) that will allow us to install our equipment on their aircraft. We believe commercial airlines will be amenable to such agreements because they will receive a portion of the revenue from the usage of the equipment and/or Infinitus will enhance their overall customer service by providing better Internet access and connectivity to their customers onboard aircraft in-flight. We may simultaneously or subsequently enter into agreements with owners and operators of private jets and small aircraft owners, which in turn, can provide additional aircraft for the Infinitus network.

Our initial market will be the continental United States. For the United States, we currently estimate that our Infinitus network would require a minimum of approximately 30 equipped aircraft to establish a coast-to-coast connection. We believe we will need to have our equipment installed on approximately 500 to 600 aircraft to achieve redundancy and obtain an industry acceptable 90%-plus standard connectivity rate. Our goal will be to have Infinitus installed on at least 2,500 aircraft, which we believe will result in approximately 600 aircraft airborne at any particular time to try and achieve an industry standard of 99.9% or better connectivity rate, which is the current rate of broadband/bandwidth provided by current telecommunications/ISP providers. These models and network features are being refined during our development phase and will require additional modeling that will, in turn, be verified and ratified through the testing and development phases.

In furtherance of this objective, on January 9, 2017, we entered into a Marketing Memorandum of Understanding with Air Lease Corporation, a leading aircraft leasing company principally engaged in purchasing and leasing commercial aircraft to its airline customers worldwide, as our marketing agent to arrange for airlines to install our equipment on their aircraft. Air Lease Corporation has more than 200 aircraft presently leased to over 80 customers worldwide. Under the terms of the agreement, Air Lease Corporation agreed to market Infinitus to airlines within the continental U.S. upon successful completion of our Proof of Concept flight test, while also assisting us in obtaining the necessary FAA and airframe manufacturer approvals. In consideration of the services to be provided by Air Lease Corporation, we agreed to provide 2% of the net profits which are earned from the use of Infinitus, which will be paid monthly in arrears for the entire life of Infinitus. In addition, we issued to Air Lease Corporation shares of common stock representing 10% of our common stock outstanding on January 10, 2017, and we agreed that on January 15, 2018 we would grant to Air Lease a five-year option to purchase an additional 6% of the shares of common stock outstanding on that date, exercisable at prices determined by applying discounts to the trading price of the Company’s common stock on the grant date. The agreement with Air Lease Corporation provides full ratchet anti-dilution protection to Air Lease Corporation. As a result, each time we issue additional shares of common stock or shares of another class or series of capital stock, we will issue to Air Lease Corporation without further consideration additional shares of our common stock or other class or series of capital stock so that Air Lease Corporation will continue to own 10% of the outstanding shares of common stock and each other class or series of capital stock. Similarly, each time we issue additional shares of common stock or shares of another class or series of capital stock that would dilute the 6% of shares for which Air Lease Corporation holds an option to purchase, we will issue to Air Lease Corporation without further consideration additional options to Air Lease Corporation for the purchase of additional shares of our common stock or other class or series of capital stock so that the number of shares that Air Lease Corporation can purchase continues to equal 6%.

Table of Contents

AsWe ~~noted~~also engaged Mynaric AG, weformerly ~~successfully~~known ~~completed~~as ViaLight Communications GmbH (“Mynaric”), in 2017 pursuant to a Design and Manufacturing Services Agreement to work to integrate Mynaric’s innovative free space optic technology into our ~~Proof~~patent application which seeks the right to exclude others, commensurate with the scope of ~~Concept~~the patent, from using our method of synchronizing free space optic links between aircraft in flight ~~test~~to be incorporated into Infinitus. Under the Design and Manufacturing Agreement, the Company and Mynaric collaborate in ~~May~~the development of a custom hybrid frequency-free space optic-based communication system product(s) for use in connection with our development of Infinitus. The specific pricing, payment specifications and delivery requirements of each product and equipment delivery are governed by individual purchase orders placed under the agreement. Among other things, in addition to these specific product terms, the Design and Manufacturing Agreement provides for the system of placing and finalizing product orders, engineering change orders, product delivery parameters, reporting, communication, product quality control, respective intellectual property rights of the parties, non-competition/non-solicitation and cancellation rights. The Design and Manufacturing Services Agreement expires after five (5) years from August 2017, with automatic renewals for additional one (1) year periods (on the same terms). ~~Air~~Mynaric ~~Lease~~delivered ~~Corporation~~two ~~has~~hybrid ~~accordingly~~frequency-free ~~commenced~~space ~~its~~optic-based ~~marketing~~communication ~~efforts~~units to ~~airlines~~the ~~within~~Company during the ~~continental~~summer Uof 2018.S The Company and Mynaric are in the process of integrating the Mynaric two hybrid frequency-free space optic-based communication units into the Company’s hardware and software.

We are also collaborating with GE Aviation, one of the GE Business Units, which we believe could accelerate the development of our proprietary hybrid radio and free-optics communications system. Under our arrangement with GE Aviation, GE Aviation will arrange for tactical-grade inertial reference units with embedded GPS that can be utilized for heading, pointing, attitude and stabilization of the Infinitus system to be provided for our Cessna Proof of Test. We believe these units should help assure a successful result.

In addition, following the Cessna Proof of Test, we plan to engage a highly experienced antenna designer to develop and produce the customized airborne antennae that will need to be installed on all aircraft to enable Infinitus. At that time, we also plan to engage an FAA-certified OEM manufacturer to design, develop and produce the storage module, or line replacement unit, that will be used to house the software and which will be installed on the aircraft. The engagement and retention of these designers and manufacturers, which will be FAA-designated “Designated Engineering Representatives” and “Designated Airworthiness Representatives,” is a precondition to us being able to proceed with further planned testing of Infinitus.

In addition, we have engaged legal and other consultants, including two national law firms and a telecommunications consulting firm, to assist us with development and implementation of domestic and international regulatory changes necessary to support Infinitus; the acquisition of spectrum rights for Infinitus and/or its implementation partners; negotiating and obtaining the referred spectrum band(s) for Infinitus to operate effectively, the minimum amount of spectrum required to support Infinitus, the potential for sharing with other co-frequency services; the potential for operations on a secondary versus primary basis; the potential for partners to secure spectrum rights on behalf of the Company; the potential for staged national/regional roll-out versus global implementation; and the potential for national licensing via spectrum auctions.

We expect to achieve this first milestone in the next six to nine months, and believe we will need to expend approximately $500,000-$1,000,000 in additional funds, which funds we do not currently have on hand.

· Second Milestone: Obtain an initial FAA approval for installation on aircraft

We need to achieve and obtain an initial FAA-issued Supplemental Type Certificate approving the design and installation of our equipment on aircraft. We plan on initially obtaining such a certificate for installation on 737-800 aircraft, which would allow Infinitus hardware to be permanently installed on those aircraft. We may also consider other aircraft for the testing. We also need to obtain an FAA-issued Parts Manufacturing Approval that would allow the Company to be the manufacturer of record and produce equipment for installation on multiple 737 aircraft. We would thereafter seek additional Supplemental Type Certificates for other aircraft outside the 737-800 series types as they are added to the network. As part of this effort, we intend to conduct a larger airborne test involving up to 20 commercial aircraft, which will confirm billable function of data transfer. Subject to obtaining needed capital, we expect to achieve this second milestone in the next 12-24 months, and believe it will cost approximately $60 million to achieve.

Table of Contents

· Third Milestone: Set up capability to roll out Infinitus

If the 20-aircraft test is successful, which will require the utilization of our equipment at multiple ground stations, then we will have also determined the equipment requirements for future ground stations. This will be tentatively coordinated with partners such as Zayo and other telecommunication companies or similar companies. These types of companies own many of the physical locations that can interface with our proprietary antennae and associated harnesses to interface with their site equipment. We will then need to establish initial quality control functions including quality control manuals and procedures in support of our FAA-issued Parts Manufacturing Approval. This will support the necessary control functions to facilitate the installation of our equipment on aircraft and on the ground. Lastly, the Company will need to establish a secure facility where we will conduct final assembly of our equipment. This space will also house a laboratory and will need to be 2,000 square feet or larger, in accordance with FAA guidelines. We cannot yet predict when we will achieve this third milestone, but believe achieving this third milestone will ultimately cost approximately $350 million.

Creating the Fully Meshed Broadband Wireless Network--Contracting with Commercial Airlines and Traditional Data Transfer Providers

In order to commercialize Infinitus, our equipment will have to be installed on a sufficient number of aircraft so that a fully meshed broadband airborne wireless network will be available 24 hours a day and 7 days a week in the geographic territories we initially intend to cover. In that regard, we plan to enter into agreements with commercial airlines (passenger and cargo) that will allow us to install our equipment on their aircraft. Although we cannot currently predict what the final terms and conditions of the agreements we plan to negotiate and enter into with commercial airlines will be, we believe commercial airlines will be amenable to such agreements because Infinitus will enhance their overall customer service by providing better Internet access and connectivity to their customers onboard aircraft in-flight. We may simultaneously or subsequently enter into agreements with owners and operators of private jets and small aircraft owners, which in turn, can provide additional aircraft for the Infinitus network.

Our initial market will be the continental United States. For the United States, we currently estimate that we will need to have our equipment installed on approximately 2,000 aircraft. These models and network features are being refined during our development phase and will require additional modeling that will, in turn, be verified and ratified through the testing and development phases.

In addition to installing our equipment on commercial aircraft, we also need to establish the ground-based system infrastructure that will allow users to access the network. In that regard, we plan to enter into agreements with traditional data transfer companies, such as fiber-based network solution providers, with which we can partner to support the ground-based system infrastructure required to fully enable Infinitus. We believe that these providers will be amenable to such agreements because they will enjoy significantly increased data traffic and associated revenues, as well as additional trade recognition, as a part of enabling Infinitus.

In this regard, on December 12, 2016, we entered into a Memorandum of Understanding with Electric Lightwave Holdings, Inc., a fiber-based network services provider in the western United States, pursuant to which the parties agreed to explore the possibility of entering into an agreement whereby Electric Lightwave Holdings would support Infinitus with its 12,500 mile fiber optics cable and data center network, including an undersea cable link to the Hawaiian Islands. The agreement contemplated by the Memorandum of Understanding would also provide us access to strategic real estate within the western United States on which we will construct our ground stations. Since our entry into the Memorandum of Understanding, Zayo Group Holdings, Inc. acquired Electric Lightwave Holdings. The Memorandum of Understanding with Electric Lightwave Holdings, Inc. is non-binding and there is no assurance that we will enter into a definitive agreement.

We ultimately intend to also expand into the international and maritime markets. For the international market, we will build upon the relationships we have fostered to date with our strategic partners to gain access to international commercial airlines. We believe that these airlines will also be amenable to entering into agreements allowing us to install our equipment on their aircraft for the same reason that airlines serving the United States would agree to such installation.

Table of Contents

For the maritime market, we will seek to contract with shipping and cruise ship companies, as well as operators of water platform oil drilling rigs. They will install our equipment on their ships and drilling rigs, which would serve as signal boosters that amplify and relay any broadband wireless signal when line of sight may be lost between planes and/or ground stations. We believe that such shipping and cruise ship companies and drilling rig operators would be amenable to entering into agreements allowing us to install our equipment on their ships and/or drilling rigs because it will enable cell phone and Internet service on those ships and drilling rigs, while also enabling real-time tracking functionality.

Licensing Infinitus to Customers

Once Infinitus is in place, we intend to act as a wholesaler of broadband wireless bandwidth.

As noted, our intended customers fall into three broad categories:

	·	Data service providers, such as larger telecommunications carriers and ISPs (including those that provide in-cabin connectivity, such as GoGo, rural service providers, maritime access providers, and in the future, possibly, drone network access/safety, drone control beyond the horizon, private business jet network access;

	·	Government agencies such as the FAA, the Department of Defense, the Transportation Security Administration or emergency or disaster relief agencies/providers; and

	·	Large private companies seeking to either establish their own private networks, or improve their existing private networks, by utilizing Infinitus.

8 Table of Contents

Marketing to the aforementioned customers will be on a direct basis, although we anticipate that many of our customers will be derived from introductions and industry relations. Once Infinitus has been established, we expect to be approached by additional service providers as we would be offering solutions which may not be available with current technologies.

Manufacturing, Equipment and Installation

The equipment to be installed on each aircraft includes a radome, customized antennae and several line replaceable units, which will house the Infinitus software.

~~Although~~The ~~all~~airborne ~~components~~portion ~~will~~of ~~be manufactured by third parties who are experts in their respective fields, such manufacturing would be done on an original equipment manufacturer’s basis, to our specifications. We would be~~ the ~~owner~~system ofis ~~the~~made ~~design~~up of ~~such~~radio ~~components~~frequency and ~~responsible~~free-space ~~ultimately~~optics ~~for~~antennae ~~the~~and ~~quality~~control ofboxes. ~~each~~The ~~component~~control ~~and,~~boxes ~~except~~are ~~when~~mounted ~~required~~within by the ~~FAA~~aircraft ~~rules,~~close ~~responsible~~to ~~for compliance with~~ the ~~applicable~~antennae ~~FAA~~for ~~Parts Manufacturing Authority~~efficiency. ~~See~~There ~~“—Licenses~~are ~~and~~four ~~Regulation.”~~types Toof ~~ensure~~control ~~that we remain compliant with our Parts Manufacturing Approvals~~boxes, weall ~~will~~of ~~maintain~~which ~~manufacturing~~are ~~oversight;~~fairly ~~this will include establishing and maintaining a product management facility controlled by us where we will oversee final assembly of the equipment.~~small:

	·	the first type controls all data in and out of the aircraft;

	·	the second type processes positional information of all neighboring aircraft;

	·	the third type contains the system’s security features and overall management interfaces and it shares management data with the central (ground-based) control system; and

	·	the fourth type controls the tracking features and dynamic performance of the radio frequency and free space optics antennae.

The antennae, which are smaller than traditional satellite antennae and are placed in small bubbles, are called radomes. We use optically transparent radomes for the free space optics and opaque radomes for the RF. As described elsewhere in this annual report, this equipment will require FAA certification, both for the near-term types as well as the production roll-out versions. Initially, the Company will use radomes with established STC’s that will be adapted to our system requirements. Two sets are mounted on the bottom to communicate between aircraft and the ground stations (portals), and two sets are top mounted to communicate with nearby aircraft only. The combination of all would provide up to four sets of independent radio frequency and free space optic links between aircraft, creating a global mesh. Each aircraft will have this set of hardware making each aircraft a “node” within the mesh group. Each mesh group will serve a geographic region comprised of multiple mesh groups. The location of where our equipment will be installed on a typical commercial aircraft is depicted below.

Table of Contents

We are in the process of finalizing the design of the control boxes and customizing the antennae for use in Infinitus. We currently anticipate that all equipment will be manufactured by third parties pursuant to our STCs and PMA. The completion of the design and initial manufacture of the equipment is a precondition to the conducting of our 20-plane test, which we believe will occur in the next 12-24 months.

For the Proof of Concept flight test that we completed in May 2017, we utilized prototype versions of these components including a ground transceiver, two airborne transceivers and a fixed antenna. The base station on the ground was equipped with an omni-directional antenna.

Although all components will be manufactured by third parties who are experts in their respective fields, such manufacturing would be done on an original equipment manufacturer’s basis, to our specifications. We would be the owner of the design of such components and responsible ultimately for the quality of each component and, except when required by the FAA rules, responsible for compliance with the applicable FAA Parts Manufacturing Authority. See “-Licenses and Regulation.” To ensure that we remain compliant with our Parts Manufacturing Approvals, we will maintain manufacturing oversight; this will include establishing and maintaining a product management facility controlled by us where we will oversee final assembly of the equipment.

We plan to hire a team of employees who will train to become specialists in installing the relevant equipment on aircraft, and who will in turn train employees of one or more third-party service providers with whom we plan to contract. In addition, airlines with which we intend to work may prefer to have their own employees or a third-party service provider of their choice install our equipment directly. We expect to have our team train any such third-party service provider on how to install our equipment correctly.

Competition

We believe that if we are successful, the proprietary nature of Infinitus will enable us to create a unique broadband network which currently is not available in the marketplace.

There are a number of possibly competing systems that rely on launching large numbers of ~~small~~ satellites. Potential competitors include, but are not limited to:

· Inmarsat PLC and its satellites. Inmarsat is a leader in the providing of satellite-based communication services to the maritime industry; · Traditional communications and broadcast satellites. Currently, traditional satellites (despite their many disadvantages and huge environmental impact), are the major solution provider to solving the world’s ever-growing need for communications and connectivity; · Viasat Inc., which offers a satellite-based Internet service; · Facebook, Inc., which is attempting to create a network in the sky utilizing drones with wingspans the size of Boeing 737/757 aircraft; and · Google, Inc., which is attempting to create a network in the sky utilizing drones or balloons.

To11 ~~our~~Table ~~knowledge, the closest approach to Infinitus is Facebook’s proposed use~~ of drones to provide network coverage. This approach resembles Infinitus, with two major differences. First, we believe that the use of large, unmanned drones (with wingspans the size of a Boeing 737/757 aircraft) flying overhead, solely depending on solar power, may not to be the safest method for providing this service. Second, we have a U.S. patent, which is recognized by many of the world’s nations, and protects Infinitus from competitors seeking to utilize our technology, although our patent expires during 2018. We do not believe that our competitors own similar patents in those countries that recognize U.S. patents, nor do they have a license to use our patent, and, therefore, their use of technology similar to Infinitus could infringe on our intellectual property.Contents

9To ~~Table~~our knowledge, the closest approach to Infinitus is Facebook’s proposed use of ~~Contents~~drones to provide network coverage. This approach resembles Infinitus, with two major differences. First, we believe that the use of large, unmanned drones (with wingspans the size of a Boeing 737/757 aircraft) flying overhead, solely depending on solar power, may not to be the safest method for providing this service. Second, we began developing Infinitus with a U.S. patent that protected Infinitus from competitors seeking to utilize our technology, although this patent expired on September 20, 2018. However, we also filed an additional patent application on July 25, 2017 seeking the right to exclude others, commensurate with the scope of the patent application, from using our method of synchronizing free space optic links between aircraft in flight, which we believe, if obtained, will be instrumental in making Infinitus operate successfully. Currently, this patent application is undergoing prioritized examination at the U.S. Patent and Trademark Office and we are continuing to prosecute this patent application in order to get the patent granted as soon as possible. We do not believe that our competitors own similar patents nor do they have a license to use the technology covered by our patent application.

Research and Development

Research and development expenses were $1,~~086~~902,~~599,~~452 $0 and $01,086,599 for the fiscal years ended August 31, ~~2017,~~2018 ~~2016~~ and ~~2015~~2017, respectively. Most of these funds have been spent on the development and testing of Infinitus. We expect to continue to spend substantial amounts of our available cash on the development and testing of Infinitus in the near future.

Employees

As of ~~November~~October 931, ~~2017~~2018, we had ~~seven~~eight full-time employees and ~~eight~~nine total employees. Additionally, we utilize the services of consultants to assist with the development of our business. We consider our relationship with our employees to be good.

We anticipate that human resource planning will be a part of an ongoing process that will include regular evaluation of our operations. We intend to hire additional employees at such time as we determine it is appropriate.

Licenses and Regulation

Federal Aviation Administration

The FAA prescribes standards and certification requirements for the manufacturing of aircraft and aircraft components, and certifies and rates repair stations to perform aircraft maintenance, and preventive maintenance and alterations, including the installation and maintenance of aircraft components. Each type of aircraft operated in the United States pursuant to an FAA-issued standard airworthiness certificate must possess an FAA Type Certificate, which constitutes approval of the design of the aircraft type based on applicable airworthiness standards. When a party other than the holder of the FAA Type Certificate develops a major modification to an aircraft already type-certificated, that party must obtain an FAA-issued ~~Supplemental~~STC ~~Type Certificates (“STCs”)~~ approving the design of the modified aircraft type. As our equipment would constitute a major modification, we will need to obtain an STC for each aircraft type operated by each airline on whose aircraft our equipment will be installed. Separate STCs typically are required for different configurations of the same aircraft type, such as when they are configured differently for different airlines.

After obtaining an STC, a manufacturer desiring to manufacture components to be used in the modification covered by the STC must apply to the FAA for a ~~Parts Manufacturing Approvals ("~~PMA~~"),~~ which permits the holder to manufacture and sell components manufactured in conformity with the PMA and its approved design and data package. In general, each initial PMA is an approval of a manufacturing or modification facility’s production quality control system. PMA supplements are obtained to authorize the manufacture of a particular part in accordance with the requirements of the pertinent FAA regulations which are included in its production quality control system. We plan to routinely apply for such PMAs and supplements. We plan to utilize qualified and approved suppliers. We also plan to be the sole owner of the design, and be responsible for the quality, of each component in accordance with the applicable PMA.

Table of Contents

Our business will depend on our continuing access to, or use of, applicable FAA certifications, authorizations and other approvals, and our employment of, or access to, FAA-certified individual engineering and other professionals. In this regard, on October 18, 2016, we entered into a Consulting Agreement with Aero Certification and Engineering LLC (“Aero”), pursuant to which we engaged Aero to support us in our development of data and analysis to support FAA Civil Certification of Infinitus.

In accordance with these certifications, authorizations and other approvals, the FAA will require that we maintain, review and document our quality assurance processes. The FAA may also visit our facilities at any time as part of our agreement for certification as a manufacturing facility to ensure that our facilities, procedures and quality control systems meet the requirements for the FAA approvals we hold. In addition, we will be responsible for informing the FAA of significant changes to our organization and operations, product failures or defects, and any changes to our operational facilities or FAA-approved quality control systems. Other FAA requirements include training procedures and drug and alcohol screening for safety-sensitive employees working at our facilities.

10 Table of Contents

Foreign Aviation Regulation

According to our understanding of international aviation convention, we believe that the airworthiness of FAA-certified Infinitus equipment installed on U.S.-registered aircraft should be recognized by civil aviation authorities (“CAAs”) worldwide. As a result, we do not expect to require further airworthiness certification formalities in countries outside of the United States for U.S.-registered aircraft that already have an STC issued by the FAA covering Infinitus equipment. For aircraft registered with a CAA other than the United States, the installation of Infinitus equipment would require airworthiness certification from an airworthiness certification body. Typically, the CAA of the country in which the aircraft is registered is responsible for ensuring the airworthiness of any aircraft modifications under its authority.

The FAA holds bilateral agreements with a number of certification authorities around the globe. Bilateral agreements facilitate the reciprocal airworthiness certification of civil aeronautical products that are imported/exported between two signatory countries. A Bilateral Airworthiness Agreement (“BAA”) or Bilateral Aviation Safety Agreement (“BASA”) with Implementation Procedures for Airworthiness (“IPA”) provides for airworthiness technical cooperation between the FAA and its counterpart civil aviation authorities. Pursuant to a BAA or BASA, the CAA of the aircraft’s country of registration generally validates STCs issued by the FAA and then issues a Validation Supplemental Type Certificate ~~(“VSTC”)~~. For countries with which the FAA does not have a BAA or BASA, we must apply for certification approval with the CAA of the country in which the aircraft is registered. In order to obtain the necessary certification approval, Infinitus would be required to comply with the airworthiness regulations of the country in which the aircraft is registered. Failure to comply with all foreign airworthiness and aviation regulatory requirements at the commencement of each airline partner’s service in any country in which such partner registers aircraft when there are no applicable bilateral agreements could lead to significant additional costs related to certification and could impact the timing of our ability to provide our service on our airline partners’ fleets.

Federal Communications Commission

The ~~Federal Communications Commission ("~~FCC") is responsible for managing and licensing the electromagnetic spectrum for broadband wireless communications in the United States. Currently, only the 849-851 MHz and 894-896 MHz bands have been designated by the FCC for exclusive nationwide licenses to provide radio telecommunications services to persons on aircraft. The FCC has pending before it a rulemaking proceeding proposing to authorize the use of spectrum in the 14.0-14.5 GHz bands for an air-to-ground mobile broadband service on a secondary basis, but has not yet allocated this spectrum for commercial air-to- ground services. Given its business goals and the limited amount of spectrum presently expressly allocated for commercial mobile aeronautical service by the FCC, Infinitus is presently evaluating the appropriate spectrum to provide its services in the continental United States. If the spectrum we identify as appropriate for Infinitus has not been expressly allocated for commercial aeronautical mobile service by the FCC, we will need to petition the FCC to initiate a rulemaking proceeding to designate such spectrum for commercial mobile aeronautical mobile service, and to adopt service rules for use of such spectrum. There can be no assurances if or when the FCC will initiate such a rulemaking proceeding in response to a request by us, or that the outcome any such rulemaking proceeding will be favorable to Infinitus. Even if the FCC allocates the spectrum required for Infinitus, it will be necessary to obtain the FCC Licenses to use a portion of this spectrum for Infinitus. We cannot provide any assurances if and when we will receive such spectrum allocation and/or the FCC Licenses necessary to operate Infinitus on a permanent basis.

We13 ~~will~~Table ~~need an FCC license to use a portion~~ of this spectrum for Infinitus. Although we are reasonably certain that we will receive this license from the FCC; we can provide no assurance when we will receive such a license or if we will receive it at all. Further, once received, any breach of the terms of the license or other license, or any violation of the Communications Act or the FCC’s rules, could result in the revocation, suspension, cancellation or reduction in the term of a license or the imposition of fines. From time to time, the FCC may monitor or audit compliance with the Communications Act and the FCC’s rules or with our licenses, or may do so if a third party were to bring a claim of breach or noncompliance. In addition, the Communications Act, from which the FCC obtains its authority, may be amended in the future in a manner that could be adverse to us. The FCC is currently conducting rulemaking proceedings to consider the service rules for certain aeronautical services and recently granted a petition and issued a notice of proposed rulemaking in connection with a request to designate certain spectrum. The timetable and ultimate outcome of such rulemaking processes are unknown, and we are unable to determine whether they would have an effect on our business.Contents

We have obtained experimental special temporary authority from the FCC to begin tests of portions of our proposed air-to-air and air-to-ground meshed network system. See “Licenses and Regulation - Regulatory Status.” We may need to obtain additional experimental authorizations and licenses from the FCC to test and develop Infinitus. We anticipate that we will receive such experimental authorizations in the ordinary course, but there can be no assurances that this will be the case. If and when the FCC grants us any required experimental authorizations and other FCC Licenses necessary to operate Infinitus, any breach of the terms of the FCC Licenses us from time to time, or any violation of the Communications Act the FCC’s rules and policies, could result in the revocation, suspension, cancellation, modification or reduction in the term of a license or the imposition of monetary fines. From time to time, the FCC may monitor or audit our compliance with the Communications Act and the FCC’s rules and policies or with the terms or conditions of our FCC Licenses, including in response to a complaint filed by a third party alleging our noncompliance or violation of the Communications Act and the FCC’s rules and policies or with the terms or conditions of our FCC Licenses. In addition, the Communications Act, from which the FCC obtains its authority, or the FCC’s rules and policies, may be amended in the future in a manner that could be adverse to us. The FCC from time to time may initiate a rulemaking proceeding to allocate spectrum for or change its rules and policies governing the aeronautical services proposed by us. It is not possible to predict what changes the FCC may propose or, if adopted, the likely impact of any such changes on our proposed aeronautical service and business.

Regulatory Status

The FAA has issued us a project number, ST16664LA-T, for our initial STC application. Upon approval of our STC application, we will be certified to install our broadband and transceiver system on Boeing 757-200 aircraft. We intend to seek certification for most of the world’s common commercial aircraft types, including the Boeing 737 and Airbus A320/21 series aircraft. Similar certificates would need to be approved for each additional aircraft type. We completed our Proof of Concept flight test on two Boeing 767-300ER aircraft and a temporary mobile mast station that emulated a ground station. This test was successfully completed on May 31, 2017 under a FAA-approved experimental operating certificate and a FCC experimental special temporary authorization number 0378-EX-ST-2017X. Prior to our Proof of Concept flight test, we successfully completed ground demonstrations on two static 757-200 aircraft. We anticipate that this testing will ultimately result in our obtaining a STC, though we do not currently hold one and there can be no assurance that we will be granted one in a timely manner, or at all.

11 Table of Contents

In addition to the STCs, we will need a PMA from the FAA to become an approved manufacturer of our system. All of our outside vendors in our component supply chain will also need to obtain a PMA.

Additionally, we are seeking approval from the FAA for certification on a non-interference basis of Infinitus regarding onboard critical aircraft operating components. We are initially seeking a STC approval on a non-interfering basis and thus we anticipate the FAA issuing this certification; however, there can be no assurance that we are issued this certification in a timely manner, or at all.

In March 2017, we filed with the FCC an application for an experimental ~~operating~~special ~~certificate~~temporary authorization, file number 0378-EX-ST-2017X, to begin air-to-air and air-to-ground meshed network system evaluations. That license was granted in May 2017 and allowed us to ~~begin~~complete ~~ground~~the ~~and~~Proof of Concept flight ~~radio~~test. ~~frequency~~This ~~transmission~~certificate ~~testing~~has ofsince ~~Infinitus~~expired. We are in ongoing discussions with the FCC to obtain final FCC approvals. For additional information regarding FCC licenses and authorizations, see “Risk Factors - Regulation by United States and foreign government agencies, including the FAA, which regulates the civil aviation manufacturing and repair industries in the United States, and the FCC, which is responsible for issuing spectrum licenses in the United States, requires us to obtain certain certifications, and any changes in relevant regulatory schemes may increase our costs of providing Infinitus or require us to change or discontinue Infinitus.”

Patents, Proprietary Rights and Know–-How

Our intellectual property consists of (i) ~~U.S.~~a patent ~~No.~~application ~~6,285,878~~in B1the United States on July 25, ~~which~~2017 isseeking ~~for~~to aexclude ~~new~~others, ~~use~~commensurate ~~for~~with the ~~already~~scope ~~existing~~of ~~fleets~~the patent application, from using our method of ~~commercial~~synchronizing ~~aircraft~~free ~~designed~~space tooptic ~~replace~~links ~~low~~between ~~orbit~~aircraft ~~communication~~in ~~satellites~~flight, and (ii) an application for the ~~trademark~~servicemark “Infinitus Super Highway,” which is pending at the U.S. Patent & Trademark Office (U.S. Serial No. 87670983). ~~The~~Currently, ~~expiration~~the ~~date~~patent ~~for~~application ~~our~~is ~~patent~~undergoing isprioritized ~~September~~examination 4,at ~~2018~~the U.S. ~~The~~Patent ~~patent~~and ~~gives~~Trademark usOffice ~~the~~and ~~exclusive~~we ~~right~~are continuing to prosecute this patent application in order to get the ~~United~~patent ~~States~~granted ~~and~~as ~~countries~~soon ~~honoring~~as ~~United~~possible. ~~States~~On ~~patents~~July 25, 2018, we also filed an application seeking rights to ~~create~~exclude aothers ~~high-speed~~from ~~broadband~~using ~~wireless~~this ~~network~~method byunder ~~linking~~the ~~commercial~~international ~~aircraft~~PCT. inU.S. ~~flight~~patent No. We6,285,878 ~~have~~B1, ~~also~~which ~~filed~~we aacquired ~~patent~~in ~~application~~2016 but expired on ~~July~~September 2520, ~~2017~~2018, ~~seeking~~previously ~~exclusive~~gave ~~rights~~us the right to ~~our~~exclude ~~method~~others ofin ~~synchronizing~~the ~~laser~~United ~~links~~States, ~~between~~commensurate ~~aircraft~~with inthe ~~flight~~scope of the patent, ~~which~~from wecreating ~~believe~~a ~~will~~high-speed bebroadband ~~instrumental~~wireless innetwork ~~making~~by ~~Infinitus~~linking ~~operate~~commercial ~~successfully~~aircraft in flight. For more information regarding our intellectual property, please see the IP-related risks in the section titled “Risk Factors” in this annual report.

Table of Contents

Geographic Information

We have not generated any revenue from any customers since our inception. The following tables list revenue and property and equipment, net by geographic area:

	Year Ended August 31,
	As of August 31,
	2017		2016
	2018		2017
Revenue:
Property and equipment, net:
United States	$	-34,610	$	-25,348
Rest of the world(1)		-		-
Rest of the world		-		-
Total revenue	$	-	$	-
Total property and equipment, net	$	34,610	$	25,348

________

(1) No individual country exceeded 10% of our total revenue for any period presented.

	As of August 31,
	2017		2016
Property and equipment, net:
United States	$	25,348	$	-
Rest of the world		-		-
Total property and equipment, net	$	25,348	$	-

Securities Exchange Act Reports

Our Internet address is www.airbornewirelessnetwork.com (this uniform resource locator, or URL, is an inactive textual reference only and is not intended to incorporate the Company’s website into this ~~Annual~~annual ~~Report on Form 10-K~~report). We make available free of charge on our Internet website our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K and any amendments to those reports filed or furnished under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as soon as reasonably practicable after we file such material with, or furnish it to, the Securities and Exchange Commission (the “SEC”). The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically at www.sec.gov.

12Item ~~Table~~1A. ofRisk ~~Contents~~Factors.

~~Item~~The 1Afollowing discussion of risk factors contains forward-looking statements. ~~Risk~~These ~~Factors~~risk factors may be important to understanding other statements in this Form 10-K. The following information should be read in conjunction with Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Form 10-K.

AnThe ~~investment~~business, infinancial ~~our~~condition ~~Company~~and ~~involves~~operating aresults ~~high degree~~ of ~~risk.~~the WeCompany ~~have~~can ~~listed~~be ~~below~~affected ~~(not~~by ~~necessarily~~a innumber ~~order~~ of ~~importance or probability of occurrence) the most significant risk~~ factors ~~applicable to us~~, ~~but~~whether ~~they~~currently doknown ~~not~~or ~~constitute all of the risks that may be applicable to us. New risks may emerge from time to time~~unknown, ~~and~~including itbut is not ~~possible~~limited ~~for us~~ to ~~predict~~those ~~all potential risks or to assess the likely impact of all risks. Investors should carefully consider the risks~~ described below ~~and all of the information contained in this annual report. Our business~~, ~~financial~~any ~~condition~~one or ~~results~~more of ~~operations~~which could, bedirectly ~~materially~~or ~~adversely~~indirectly, ~~affected~~cause bythe ~~these~~Company’s ~~risks.~~actual ~~Some of these factors have affected our~~ financial condition and operating results into ~~the~~vary materially from past, or ~~are~~from ~~currently~~anticipated ~~affecting~~future, ~~our~~financial ~~company.~~condition ~~This annual report also contains forward-looking statements that involve risks~~ and ~~uncertainties.~~operating ~~For more information about forward-looking statements, please see the section of this annual report titled “Cautionary Statement Regarding Forward-Looking Statements~~results.”

~~Risks~~Because ~~Related~~of the following factors, as well as other factors affecting the Company’s financial condition and operating results, past financial performance should not be considered to ~~Our~~be ~~Business~~a reliable indicator of future performance, and ~~Industry~~investors should not use historical trends to anticipate results or trends in future periods.

WeRisks ~~may~~Related beto ~~unsuccessful~~Our inBusiness ~~completing~~and ~~the development of Infinitus.~~Industry

AsWe ~~Infinitus~~may isbe ~~currently~~unsuccessful in ~~the~~completing ~~development and testing phase and has yet to be deployed for commercial use, we cannot assure you that we will be able to complete~~ the development of Infinitus ~~so that it performs as expected or that we will complete development on our projected timeline~~. We have conducted only one airborne test of the system with two aircraft and a temporary mobile mast system to emulate a ground station and certain of the actual, customized equipment that will be used in the commercialized version of Infinitus was not used during this test.

WeAs ~~need~~Infinitus tois ~~engage~~currently ~~third-party~~in ~~vendors~~the ~~to complete~~ development ofand ~~the~~testing ~~software~~phase and ~~hardware~~has ~~necessary~~yet to ~~operate~~be ~~the~~deployed ~~airborne~~for ~~mesh~~commercial ~~network~~use, ~~and~~we tocannot ~~design,~~assure ~~develop~~you ~~and~~that ~~manufacture~~we ~~the~~will ~~customized~~be ~~equipment~~able to becomplete ~~installed~~the development of Infinitus so that it performs as expected or that we will complete development on ~~the~~our ~~aircraft~~projected timeline. ~~Once~~We ~~the~~have ~~design~~conducted ~~and~~only ~~development~~one airborne test of the ~~software~~system ~~and~~with ~~hardware~~two isaircraft ~~substantially~~and ~~complete,~~a wetemporary ~~will~~mobile ~~then~~mast ~~conduct~~system to emulate a ~~larger~~ground ~~airborne~~station ~~test~~and certain of ~~Infinitus~~the actual, ~~using~~customized upequipment tothat 20will ~~commercial~~be ~~aircraft.~~used ~~There~~in isthe nocommercialized ~~guarantee~~version ~~that~~of ~~this~~Infinitus ~~larger~~was ~~airborne~~not ~~test~~used ~~will~~during bethis ~~successful~~test.

~~The~~15 ~~software~~Table necessary to enable Infinitus will be complex and could contain material defects or errors, due either to our third party vendors failing to adequately develop the software according to our specifications or simply due to the inherent complexity of the software itself. In particular, such defects or errors may occur when the software is first introduced or when new versions or enhancements are released. Defects or errors that initially go undetected could also occur in the future.Contents

InWe ~~addition,~~need ~~the~~to ~~hardware~~engage ~~required~~third-party vendors to ~~enable~~complete ~~Infinitus~~development isof ~~expected~~the software and hardware necessary to ~~consist~~operate ofthe ~~complex~~airborne ~~systems~~mesh network, and ~~components~~to design, develop and ~~could~~manufacture ~~contain~~the ~~errors~~customized orequipment ~~defects,~~to ~~due~~be ~~either~~installed toon ~~our~~the ~~third~~aircraft. ~~party~~Once ~~vendors~~the ~~failing~~design toand ~~adequately~~development ~~manufacture~~of the ~~equipment~~software ~~according~~and tohardware ~~our~~is ~~specifications~~substantially orcomplete, ~~due~~we towill ~~inherent~~then conduct a larger airborne test of Infinitus, ~~unforeseen~~using ~~defects~~up into ~~design~~20 commercial aircraft. There is no guarantee that this larger airborne test will be successful.

IfThe wesoftware ~~cannot~~necessary ~~complete~~to ~~development~~enable of Infinitus, we will ~~have~~be nocomplex ~~business.~~and ~~Further~~could contain material defects or errors, ~~significant~~due ~~delays~~either into ~~completing~~our ~~Infinitus~~third ~~will~~party ~~require~~vendors usfailing to ~~raise~~adequately ~~more~~develop ~~funds~~the software according to ~~sustain~~our ~~operations~~specifications ~~and~~or ~~there~~simply isdue noto ~~assurance~~the ~~that~~inherent wecomplexity ~~can~~of ~~raise~~the software itself. In particular, such ~~funds~~defects onor ~~favorable~~errors ~~terms,~~may occur when the software is first introduced or atwhen ~~all~~new versions or enhancements are released. Defects or errors that initially go undetected could also occur in the future.

~~Our~~In ~~business~~addition, ~~will~~the ~~depend~~hardware onrequired ~~entering~~to ~~into~~enable ~~agreements~~Infinitus ~~with~~is ~~airlines~~expected ~~that~~to ~~permit~~consist usof tocomplex ~~install~~systems and components and could contain errors or defects, due either to our third party vendors failing to adequately manufacture the equipment onaccording ~~their~~to ~~aircraft~~our specifications or due to inherent, unforeseen defects in design.

~~Our~~If ~~ability~~we tocannot ~~generate~~complete ~~revenue~~development ~~will~~of ~~depend~~Infinitus, onwe ~~our~~will ~~ability to~~ have ~~our~~no ~~equipment~~business. ~~installed~~Further, onsignificant ~~aircraft~~delays in ~~order~~completing ~~to create the~~ Infinitus ~~mesh~~will ~~network.~~require Aus ~~mesh~~to ~~network~~raise ismore afunds ~~network topology in which each node relays data for the network. All mesh nodes cooperate in the distribution of data in the network. In order~~ to ~~create~~sustain aoperations ~~mesh network over the continental United States that operates 24 hours a day~~ and 7there ~~days~~is ano ~~week,~~assurance ~~we believe~~ that we ~~will~~can ~~need~~raise tosuch ~~have~~funds ~~our equipment installed in the short run~~ on atfavorable ~~least 600 aircraft~~terms, ~~and~~or ~~in the long run on~~ at ~~least 2,500 aircraft, that fly in the continental United States~~all. To expand outside the continental United States, we will need to have our equipment installed on a significantly greater number of aircraft. If we are unable to create the mesh network, we may not be successful in commercializing Infinitus.

13Our ~~Table~~business ofwill ~~Contents~~depend on entering into agreements with airlines that permit us to install our equipment on their aircraft.

AsOur aability ~~development~~to ~~stage~~generate ~~company~~revenue ~~with~~will adepend ~~new~~on ~~product,~~our weability ~~anticipate~~to ~~that~~have weour ~~may~~equipment ~~have~~installed ~~difficulty~~on ~~getting~~aircraft ~~access~~in order to create the ~~major~~Infinitus ~~airlines~~mesh tonetwork. ~~negotiate~~A mesh network is a network topology in which each node relays data for the ~~installation~~network. All mesh nodes cooperate in the distribution of ~~our~~data ~~equipment~~in onthe ~~their aircraft~~network. ToIn ~~address~~order ~~this~~to ~~issue~~create a mesh network over the continental United States that operates 24 hours a day and 7 days a week, we ~~have~~believe ~~engaged~~that ~~Air~~we ~~Lease~~will ~~Corporation~~need asto have our ~~marketing~~equipment ~~agent~~installed toon ~~arrange~~at ~~for~~least ~~airlines~~2,000 aircraft that fly in the continental United States. To expand outside the continental United States, we will need to ~~install~~have our equipment installed on ~~its~~a ~~leased~~significantly greater number of aircraft. NoIf ~~assurance~~we ~~can~~are beunable ~~given~~to ~~that~~create ~~Air~~the ~~Lease~~mesh ~~Corporation~~network, ~~will~~we may not be successful in ~~persuading~~commercializing Infinitus. As an early-stage company with a new product, we anticipate that we may have difficulty getting access to the major airlines to ~~install~~negotiate the installation of our equipment. ~~Further,~~on ~~Air~~their ~~Lease~~aircraft. ~~Corporation~~No ~~may~~assurance ~~terminate~~can ~~its~~be ~~engagement~~given ~~without~~that ~~cause~~we ~~with~~will usbe atsuccessful ~~any~~in ~~time~~persuading ~~upon~~airlines ~~six~~to ~~months~~install ~~prior~~our ~~notice~~equipment.

As of the date of this annual report, we have no agreements permitting us to install our equipment on any aircraft. In addition, even if an airline permits us to install our equipment on its aircraft, the airline may not renew the contract upon expiration, or may terminate the contract prior to expiration upon the occurrence of certain contractually stipulated events such as material breach of contract or the failure to achieve certain certification, equipment delivery, installation or other milestones within agreed-upon time frames. These contracts might also permit termination prior to the expiration date upon the payment of a termination fee.

Our business will depend upon the entering into of agreements with customers to use Infinitus.

User fees from our customers from the use of Infinitus will provide all or substantially all of our revenues. As of the date of this annual report, we have no agreements with customers. We can give no assurance that our potential customers, including data service providers that provide broadband service to end users, government agencies or entities with private data networks, will license Infinitus or will agree to pay the license fees we will request. The failure to enter into those agreements or realize the anticipated benefits from these agreements on a timely basis, or at all, or to renew any agreements upon expiration or termination would have a material adverse effect on our financial condition and results of operations.

We will need significant additional financing to commercialize Infinitus and we may not be able to obtain such financing on acceptable terms or at all.

To date, we have relied primarily on private ~~placements~~and public sales of our common stock, preferred stock and warrants and convertible securities to ~~purchase common stock to~~ fund our operations. We will require additional financing in the near and long term to fully execute our business plan, including the completion of our ~~next~~proposed airborne test of the system involving ~~the two Cessnas and~~ 20 commercial aircraft as well as to cover our operational costs while we obtain all relevant certifications, negotiate relevant agreements and otherwise fully develop and commercialize Infinitus. We estimate that to fully complete development of Infinitus and commence commercialization we will require ~~between~~over $75400 million ~~to $100 million~~ of additional financing, assuming we can progress on our current timetable. Any material delays would result in us requiring additional financing.

In16 ~~addition,~~Table we are currently exploring various options with respect to developing and implementing Infinitus and may actively consider from time to time other significant technological, strategic and operational initiatives. In order to execute on any of ~~these initiatives, we may require additional financing. Our success will depend on our ability to raise such additional financing on reasonable terms and on a timely basis.~~Contents

~~The~~In ~~market~~addition, ~~conditions~~we ~~and~~are ~~the~~currently ~~macroeconomic~~exploring ~~conditions~~various ~~that~~options ~~affect~~with ~~the~~respect ~~markets~~to indeveloping ~~which~~and weimplementing ~~operate~~Infinitus ~~could~~and ~~have~~may aactively ~~material~~consider ~~adverse~~from ~~effect~~time ~~on our ability~~ to ~~secure~~time ~~financing~~other onsignificant ~~acceptable terms~~technological, ifstrategic atand ~~all~~operational initiatives. WeIn ~~may~~order ~~be unable~~ to ~~secure~~execute ~~additional financing~~ on ~~favorable~~any ~~terms,~~of orthese ~~at all~~initiatives, orwe ~~our operating cash flow~~ may berequire ~~insufficient to satisfy our financial obligations. The terms of~~ additional financing ~~may limit our financial and operating flexibility~~. Our ~~ability~~success ~~to satisfy our financial obligations~~ will depend ~~upon~~on our ~~future~~ability ~~operating~~to ~~performance,~~raise ~~the~~such ~~availability~~additional ~~of credit generally, economic conditions and financial, business and other factors, many of which are beyond our control. Furthermore, if~~ financing ~~is not available when needed, or is not available~~ on ~~acceptable~~reasonable terms, weand ~~may~~on ~~be unable to take advantage of business opportunities or respond to regulatory pressures, any of which could have~~ a ~~material~~timely ~~adverse effect on our business, financial condition and results of operations~~basis.

14The ~~Table~~market conditions and the macroeconomic conditions that affect the markets in which we operate could have a material adverse effect on our ability to secure financing on acceptable terms, if at all. We may be unable to secure additional financing on favorable terms, or at all, or our operating cash flow may be insufficient to satisfy our financial obligations. The terms of ~~Contents~~additional financing may limit our financial and operating flexibility. Our ability to satisfy our financial obligations will depend upon our future operating performance, the availability of credit generally, economic conditions and financial, business and other factors, many of which are beyond our control. Furthermore, if financing is not available when needed, or is not available on acceptable terms, we may be unable to take advantage of business opportunities or respond to regulatory pressures, any of which could have a material adverse effect on our business, financial condition and results of operations.

We have from time to time evaluated, and we continue to evaluate, our potential capital needs. We may utilize one or more types of capital raising in order to fund any initiative in this regard, including the issuance of new equity securities and new debt securities, including debt securities convertible into shares of our common stock. If we raise additional funds through further issuances of equity, convertible debt securities or other securities convertible into shares of our common stock, our existing stockholders could suffer significant dilution in their percentage ownership of our company. As a consequence, in order to prevent the trading price of our common stock from falling precipitously, we may effect one or more additional reverse splits of our common stock. In addition, any new securities we issue could have rights, preferences and privileges senior to those of holders of our common stock, and we may grant holders of such securities rights with respect to the governance and operations of our business. If we are unable to obtain adequate financing or financing on terms satisfactory to us, if and when we require it, our ability to grow or support our business and to respond to business challenges could be significantly limited.

~~Our~~We ~~customers~~have ~~and~~incurred ~~the~~operating ~~prospective~~losses ~~airlines~~since ~~with~~our ~~which~~inception. weWe ~~intend~~expect to ~~work~~incur ~~are~~operating ~~large~~losses ~~entities,~~for ~~and~~the itforeseeable ~~may~~future ~~take a long time~~ and ~~significant~~may ~~effort~~never ~~and~~achieve ~~expense~~or tomaintain ~~negotiate contracts with them, which could require us to raise additional capital to sustain operations until we generate positive cash flow from operations~~profitability.

~~The~~We ~~companies~~have ~~with~~incurred ~~which~~significant welosses ~~will~~since ~~need~~inception and expect to ~~negotiate~~continue ~~agreements,~~to ~~including~~incur ~~telecommunications~~losses ~~carriers,~~for ~~ISPs~~the ~~and~~foreseeable ~~commercial~~future. ~~airlines~~We incurred net losses of $76,683,224 ~~are~~and ~~primarily~~$36,912,959, ~~large~~resulting ~~entities.~~in ~~Negotiations~~a ~~with~~total ~~these~~accumulated ~~large~~deficit ~~companies~~of ~~are~~$113,812,053 ~~expected~~and to$37,128,829, ~~require~~during ~~substantial~~the ~~time~~fiscal years ended August 31, ~~effort~~2018 and ~~resources~~2017, respectively. ~~The~~We ~~time~~have ~~required~~devoted tosubstantially ~~reach~~all aof ~~final~~our ~~agreement~~financial ~~with~~resources anand ~~airline~~efforts ortoward ~~other~~developing ~~large~~Infinitus. ~~company~~Our isnet ~~unpredictable.~~losses ~~The~~may ~~longer~~fluctuate itsignificantly ~~takes~~from quarter to ~~enter~~quarter ~~into~~and afrom ~~sufficient~~year ~~number~~to ofyear. ~~these~~We ~~contracts~~anticipate that our expenses will increase as we continue to ~~generate~~develop ~~positive~~Infinitus. ~~cash~~We ~~flow,~~must ~~the~~succeed ~~more~~in ~~financing~~developing weand ~~will~~commercializing ~~require,~~Infinitus and wegenerate significant revenue to become and remain profitable. There can ~~give~~be no assurance that we ~~will~~complete bethe ~~able~~development toand ~~obtain~~commercialization ~~such~~of ~~financing~~Infinitus, and therefore, we may never generate revenues that are significant enough to achieve profitability.

~~Regulation~~Our bycustomers ~~United States~~ and ~~foreign~~the ~~government~~prospective ~~agencies,~~airlines ~~including~~with ~~the~~which ~~FAA,~~we ~~which~~intend ~~regulates~~to ~~the~~work ~~civil~~are ~~aviation~~large ~~manufacturing~~entities, and ~~repair~~it ~~industries~~may intake ~~the~~a ~~United~~long ~~States,~~time and ~~the~~significant ~~FCC,~~effort ~~which~~and isexpense ~~responsible~~to ~~for~~negotiate ~~issuing~~contracts ~~spectrum~~with ~~licenses~~them, inwhich ~~the~~could ~~United~~require ~~States, requires~~ us to ~~obtain~~raise ~~certain~~additional ~~certifications,~~capital ~~and~~to ~~any~~sustain ~~changes~~operations inuntil ~~relevant~~we ~~regulatory~~generate ~~schemes~~positive ~~may~~cash ~~increase~~flow ~~our~~from ~~costs of providing Infinitus or require us to change or discontinue Infinitus~~operations.

WeThe ~~are~~companies ~~subject~~with which we will need to ~~various~~negotiate ~~regulations~~agreements, including ~~those~~telecommunications ~~regulations~~carriers, ~~promulgated~~ISPs byand ~~various~~commercial ~~federal~~airlines, ~~state~~are ~~and~~primarily ~~local~~large ~~regulatory~~entities. ~~agencies~~Negotiations ~~and~~with ~~legislative~~these ~~bodies~~large ~~and~~companies ~~comparable~~are ~~agencies~~expected ~~outside~~to ~~the~~require ~~United~~substantial ~~States~~time, ~~where~~effort weand ~~may~~resources. ~~desire~~The time required to ~~offer~~reach ~~Infinitus~~a final agreement with an airline or other large company is unpredictable. The ~~two~~longer ~~U.S.~~it ~~government~~takes ~~agencies~~to ~~that~~enter ~~will~~into ~~have~~a ~~primary~~sufficient ~~regulatory~~number ~~authority~~of ~~over~~these ~~our~~contracts ~~operations~~to ~~are~~generate positive cash flow, the ~~FAA~~more financing we will require, and ~~FCC~~we can give no assurance that we will be able to obtain such financing.

~~The~~Regulation ~~commercial~~by United States and ~~private~~foreign ~~aviation~~government ~~industries~~agencies, including the FAA, which regulates the civil aviation manufacturing and repair industries, ~~are highly regulated~~ in the United States, byand the ~~FAA.~~Federal ~~FAA~~Communications ~~certification~~Commission is(the ~~required~~“FCC”), ~~for~~which ~~all~~is ~~equipment~~responsible ~~installed~~for onissuing ~~commercial~~spectrum ~~aircraft~~licenses ~~and~~in ~~type-certificated~~the ~~business~~United ~~aircraft~~States, and certain of our operating activities will require that we obtain FAA certification as a parts manufacturer. FAA approvals required to operate our business include STCs and PMAs. Obtaining STCs and PMAs is an expensive and time-consuming process that requires ~~significant~~us ~~focus and resources. Any inability~~ to obtain, ~~delay~~certain ~~in obtaining or change in, needed FAA~~ certifications, ~~authorizations or approvals, could have an adverse effect on our ability to meet our installation commitments, manufacture~~ and ~~sell~~any ~~parts~~changes ~~for~~in ~~installation~~relevant onregulatory ~~aircraft~~schemes ormay ~~expand~~increase our ~~business~~costs ~~and could, therefore, materially adversely affect our growth prospects, business and operating results. We expect that the FAA will closely regulate many~~ of ~~our~~providing ~~operations.~~Infinitus ~~If we fail to comply with the FAA’s many regulations and standards that apply to our activities, we could lose the FAA certifications, authorizations~~ or ~~other~~require ~~approvals~~us ~~on which our manufacturing, installation, maintenance, preventive maintenance and alteration capabilities are based. In addition, from time~~ to ~~time, the FAA or comparable foreign agencies adopt new regulations or amend existing regulations. The FAA could also~~ change ~~its policies regarding the delegation of inspection and certification responsibilities to private companies, which could adversely affect our business. To the extent that any such new regulations~~ or ~~amendments~~discontinue ~~to existing regulations or policies apply to our activities, those new regulations or amendments to existing regulations could generally increase our costs of compliance~~Infinitus.

~~The~~17 ~~FCC~~Table ~~is responsible for managing and licensing the electromagnetic spectrum for broadband wireless communications. We will need an FCC license to use a portion~~ of this spectrum for Infinitus. Although we are reasonably certain that we will receive the appropriate license from the FCC, we cannot provide any assurance when we will receive such a license or if we will receive it. Any breach of the terms of our anticipated spectrum license or other licenses and authorizations obtained by us from time to time, or any violation of the Communications Act of 1934 (the “Communications Act”) or the FCC’s rules, could result in the revocation, suspension, cancellation or reduction in the term of a license or the imposition of fines. From time to time, the FCC may monitor or audit our compliance with the Communications Act and the FCC’s rules or with our licenses, including if a third party were to bring a claim of breach or noncompliance. In addition, the Communications Act, from which the FCC obtains its authority, may be amended in the future in a manner that could be adverse to us.Contents

15We ~~Table~~are ofsubject ~~Contents~~to various regulations, including those regulations promulgated by various federal, state and local regulatory agencies and legislative bodies and comparable agencies outside the United States where we may desire to offer Infinitus. The two U.S. government agencies that will have primary regulatory authority over our operations are the FAA and the FCC.

InThe ~~addition~~commercial toand ~~these~~private ~~U.S.~~aviation ~~agencies~~industries, weincluding ~~may~~civil ~~also~~aviation bemanufacturing ~~subject~~and torepair ~~regulation~~industries, are highly regulated in the United States by ~~foreign~~the ~~government~~FAA. ~~agencies~~FAA ~~that~~certification ~~choose~~is torequired ~~assert~~for ~~jurisdiction~~all ~~over~~equipment usinstalled ason acommercial ~~result~~aircraft and type-certificated business aircraft, and certain of ~~the~~our ~~service~~operating activities will require that we ~~intend~~obtain FAA certification as a parts manufacturer. FAA approvals required to ~~provide~~operate onour ~~aircraft~~business include Supplemental Type Certificates (“STCs”) and Parts Manufacturing Approvals (“PMAs”). Obtaining STCs and PMAs is an expensive and time-consuming process that ~~fly~~requires insignificant ~~their~~focus ~~airspace~~and resources. ~~Adverse~~Any ~~decisions~~inability to obtain, delay in obtaining or ~~regulations~~change ofin, ~~these~~needed ~~U.S.~~FAA ~~and~~certifications, ~~foreign~~authorizations ~~regulatory~~or ~~agencies~~approvals, could ~~negatively~~have ~~impact~~an adverse effect on our ~~operations~~ability to meet our installation commitments, manufacture and ~~costs~~sell ofparts ~~doing~~for installation on aircraft or expand our business and could, ~~delay~~therefore, ~~the~~materially ~~implementation~~adversely ofaffect ~~Infinitus~~our growth prospects, business and ~~have~~operating ~~other~~results. ~~adverse~~We ~~consequences~~expect ~~for~~that usthe FAA will closely regulate many of our operations. ~~Our~~If ~~ability~~we fail to ~~obtain~~comply ~~certain~~with ~~regulatory~~the ~~approvals~~FAA’s tomany ~~offer~~regulations ~~Infinitus~~and ~~internationally~~standards ~~may~~that ~~also~~apply beto our activities, we could lose the ~~responsibility~~FAA ofcertifications, aauthorizations ~~third~~or ~~party~~other approvals on which our manufacturing, ~~and~~installation, ~~therefore~~maintenance, ~~may~~preventive bemaintenance ~~out~~and ofalteration ~~our~~capabilities ~~control~~are based. WeIn ~~are~~addition, ~~unable~~from time to ~~predict~~time, the ~~scope,~~FAA ~~pace~~or comparable foreign agencies adopt new regulations or ~~financial~~amend ~~impact~~existing regulations. The FAA could also change its policies regarding the delegation of ~~regulations~~inspection and ~~other~~certification ~~policy~~responsibilities ~~changes~~to ~~that~~private companies, which could beadversely ~~adopted~~affect byour ~~the~~business. ~~various~~To ~~governmental~~the ~~agencies~~extent that ~~oversee~~any ~~portions~~such ofnew regulations or amendments to existing regulations or policies apply to our ~~business~~activities, those new regulations or amendments to existing regulations could generally increase our costs of compliance.

WeThe ~~cannot~~FCC beis ~~certain~~responsible ~~what~~for ~~positions~~managing ~~regulators~~and ~~may~~licensing ~~take~~the ~~regarding~~electromagnetic ~~our~~spectrum ~~compliance~~for ~~with~~broadband wireless communications in the United States. Currently, orthe ~~lack~~849-851 ofMHz ~~compliance~~and ~~with~~894-896 MHz bands have been designated by the FCC for exclusive nationwide licenses to provide radio telecommunications services to persons on aircraft (the “800 MHz ATG Band”). In addition to the 800 MHz ATG Band, ~~current~~the FCC has allocated certain spectrum for satellite-based services to aircraft, including L-band mobile satellite spectrum and ~~future~~spectrum ~~legal~~in the 10.95-11.2 GHz, 11.45-11.7 GHz, 11.7-12.2 GHz, and ~~regulatory~~14.0-14.5 ~~requirements~~GHz orbands ~~what~~for ~~positions~~communications ~~regulators~~between ~~may~~fixed ~~take~~satellite ~~regarding~~service ~~any~~geostationary-orbit ~~past~~satellites orand ~~future~~earth ~~actions~~stations weon ~~have~~aircraft. ~~taken~~The orFCC ~~may~~also ~~take~~has pending before it a rulemaking proceeding proposing to authorize the use of spectrum in ~~any~~the ~~jurisdiction~~14.0-14.5 ~~Regulators~~GHz ~~may~~bands ~~determine~~for ~~that~~an weair-ground ~~are~~mobile broadband service on a secondary basis, but has not inyet ~~compliance~~allocated ~~with~~this ~~legal~~spectrum ~~and~~for ~~regulatory~~commercial ~~requirements~~air-to- ground services. Given its business goals and ~~impose~~the ~~penalties~~limited amount of spectrum presently expressly allocated for commercial mobile aeronautical service by the FCC, orwe are presently evaluating the appropriate spectrum to provide our Infinitus services in the continental United States. If the spectrum we ~~may~~identify as appropriate for Infinitus has not been expressly allocated for commercial mobile aeronautical service by the FCC, we will need to ~~make~~petition ~~changes~~the FCC to ~~Infinitus~~initiate a rulemaking proceeding to designate such spectrum for commercial mobile aeronautical service, and to adopt service rules for use of such spectrum. There can be no assurances if or when the FCC will initiate such a rulemaking proceeding in response to a request by us, or that ~~could~~the outcome of any such rulemaking proceeding will be ~~costly~~favorable ~~and~~to ~~difficult~~Infinitus. ~~Any~~Even ofif ~~these~~the ~~events~~FCC ~~would~~allocates ~~adversely~~the ~~affect~~spectrum ~~our~~required ~~operating~~for ~~results~~Infinitus, it will be necessary to obtain certain license(s) and ~~business~~other authorizations (collectively, “FCC Licenses”) to use a portion of this spectrum for Infinitus. We cannot provide any assurances if and when we will receive such spectrum allocation and/or the FCC Licenses necessary to operate Infinitus on a permanent basis.

~~Our~~We ~~business~~have isobtained ~~expected~~experimental special temporary authority from the FCC to begin tests of portions of our proposed air-to-air and air-to-ground meshed network system. See “Licenses and Regulation - Regulatory Status.” We may need to obtain additional experimental authorizations and licenses from the FCC to test and develop Infinitus. We anticipate that we will receive such experimental authorizations in the ordinary course, but there can be ~~highly~~no ~~dependent~~assurances onthat this will be the ~~airline~~case. ~~industry~~If and when the FCC grants us any required experimental authorizations and other FCC Licenses necessary to operate Infinitus, ~~which~~any isbreach ~~itself~~of ~~affected~~the terms of the FCC Licenses us from time to time, or any violation of the Communications Act of 1934, as amended (the “Communications Act”) or the FCC’s rules and policies, could result in the revocation, suspension, cancellation, modification or reduction in the term of a license or the imposition of monetary fines. From time to time, the FCC may monitor or audit our compliance with the Communications Act and the FCC’s rules and policies or with the terms or conditions of our FCC Licenses, including in response to a complaint filed by ~~factors~~a ~~beyond~~third party alleging our noncompliance or violation of the ~~airlines~~Communications Act and the FCC’s ~~control~~rules and policies or with the terms or conditions of our FCC Licenses. In addition, the Communications Act, from which the FCC obtains its authority, or the FCC’s rules and policies, may be amended in the future in a manner that could be adverse to us. The ~~airline~~FCC ~~industry~~from istime ~~highly~~to ~~competitive~~time may initiate a rulemaking proceeding to allocate spectrum for or change its rules and ~~sensitive~~policies governing the aeronautical services proposed by us. It is not possible to ~~changing~~predict ~~economic~~what ~~conditions~~changes the FCC may propose or, if adopted, the likely impact of any such changes on our proposed aeronautical service and business.

~~Our~~18 ~~business~~Table ~~is expected to be directly affected by the financial condition~~ of the airlines and other economic factors. If consumer demand for air travel declines, including due to increased use of technology such as videoconferencing for business travelers, or the number of commercial aircraft and flights shrinks, our business and results of operations could be affected adversely. Unfavorable general economic conditions and other events that are beyond the airlines’ control, including higher unemployment rates, higher interest rates, reduced stock prices, reduced consumer and business spending, outbreaks of communicable diseases and terrorist attacks or threats could have a material adverse effect on the airline industry. A general reduction or shift in discretionary spending could result in decreased demand for leisure and business travel and lead to a reduction in airline flights offered and the number of passengers flying. Consolidation within the airline industry could also adversely affect our relationships with our potential airline partners.Contents

~~Unfavorable~~In ~~economic~~addition ~~conditions~~to ~~could~~these ~~also~~U.S. ~~limit~~agencies, ~~airlines’~~we ~~ability~~may toalso ~~counteract~~be ~~increased~~subject ~~fuel,~~to ~~labor~~regulation orby ~~other~~foreign ~~costs~~government ~~though~~agencies ~~raised~~that ~~prices.~~choose ~~Our~~to ~~prospective~~assert ~~airline~~jurisdiction ~~partners~~over ~~operate~~us inas a ~~highly~~result ~~competitive~~of ~~business~~the ~~market~~service ~~and,~~we asintend ato ~~result,~~provide ~~continue~~on toaircraft ~~face~~that ~~pressure~~fly ~~regarding~~in ~~offerings~~their ~~and pricing~~airspace. ~~These~~Adverse ~~unfavorable~~decisions ~~conditions~~or ~~and~~regulations ~~the~~of ~~competitiveness~~these ofU.S. ~~the~~and ~~air~~foreign ~~travel~~regulatory ~~industry~~agencies could ~~cause~~negatively ~~one~~impact orour ~~more~~operations ofand ~~our~~costs ~~prospective~~of ~~airline~~doing ~~partners~~business toand ~~reduce~~could ~~expenditures~~delay onthe ~~passenger~~implementation ~~services~~of orInfinitus ~~file~~and ~~for~~have ~~bankruptcy.~~other Ifadverse ~~one~~consequences orfor ~~more~~us. ofOur ~~our~~ability ~~prospective~~to ~~airline~~obtain ~~partners~~certain ~~were~~regulatory approvals to ~~file~~offer ~~for~~Infinitus ~~bankruptcy,~~internationally ~~bankruptcy~~may ~~laws~~also ~~could~~be ~~give~~the ~~them~~responsibility ~~rights~~of toa ~~terminate~~third ~~their~~party, ~~contracts~~and, ~~with us~~therefore, ~~they~~may ~~could~~be ~~reduce~~out ~~their~~of ~~total~~our ~~fleet~~control. ~~size~~We ~~and~~are ~~capacity~~unable ~~and/or~~to ~~their~~predict ~~total~~the ~~number~~scope, ofpace ~~flights.~~or ~~Any~~financial impact of ~~these~~regulations ~~events~~and ~~could~~other ~~have~~policy achanges ~~material~~that ~~adverse~~could ~~effect~~be onadopted ~~our~~by ~~business~~the ~~prospects,~~various ~~financial~~governmental ~~condition~~agencies ~~and~~that ~~results~~oversee portions of ~~operations~~our business.

We ~~anticipate~~cannot ~~that~~be atcertain ~~least~~what ~~initially~~positions weregulators ~~will~~may take regarding our compliance with, or lack of compliance with, current and future legal and regulatory requirements or what positions regulators may take regarding any past or future actions we have ~~only~~taken ~~one~~or ~~supplier~~may ~~for~~take ~~the~~in ~~customized~~any ~~antennae~~jurisdiction. Regulators may determine that we ~~will~~are ~~need~~not ~~for~~in ~~Infinitus,~~compliance with legal and ~~thus~~regulatory ~~our~~requirements ~~business~~and ~~would~~impose penalties, or we may need to make changes to Infinitus, that could be ~~materially~~costly and ~~adversely~~difficult. ~~affected~~Any ifof ~~that~~these ~~supplier~~events ~~did~~would ~~not~~adversely ~~supply~~affect ~~the~~our ~~antennae~~operating ~~for~~results ~~any~~and ~~reason~~business.

WeGovernment intend to engage a third party vendor to design the customized antennae needed for Infinitus. We anticipate that at least initially, that third party vendor will be the sole supplier of the antennae. Our business would be materially and ~~adversely~~regulatory ~~affected~~agencies ~~if that supplier for any reason failed to supply the antennae or was unable to manufacture the number of antennae that we desire to purchase. While we will own the designs~~ and ~~rights~~third toparties ~~the customized antennae, we~~ may ~~not~~conduct becompliance ~~able to contract with another supplier on a timely basis~~reviews, onbring ~~commercially~~claims ~~reasonable terms,~~ or atinitiate ~~all,~~litigation ~~which~~against ~~could adversely affect our business and impact our ability to roll out Infinitus~~us. Further, any new supplier would have to obtain a PMA from the FAA, which could take time. The lack of alternative suppliers could lead to higher prices and a failure by any of our single source providers to continue to produce the component, or to otherwise fulfill its obligations, and could have a material adverse effect on our business, results of operations, and financial condition. Also, for certain customized equipment or components, any certification obtained from relevant government agencies will cover only that specific piece of equipment or component and supplier.

16Because ~~Table~~we operate in a highly regulated industry, we may be subject to compliance inquiries, proceedings, reviews and claims of ~~Contents~~non-compliance and lawsuits by government agencies, regulatory agencies and third parties. If the results of these inquiries, reviews or proceedings are unfavorable to us, or if we are unable to defend successfully against lawsuits or claims, we may be required to pay money damages or be subject to fines, limitations, injunctions or other penalties. Even if we adequately address issues raised by a federal or state regulator or successfully defend a lawsuit or claim, we may have to divert significant financial and management resources from our ongoing business operations to address issues raised by those inquiries or reviews or to defend against those lawsuits or claims. Additionally, we may experience adverse collateral consequences as a result of any negative publicity associated with such claims, including lessened willingness of third parties to do business with us. Claims and lawsuits brought against us may damage our reputation or cost us to incur expenses, even if such claims and lawsuits are without merit.

WeOur ~~could~~business beis ~~adversely~~highly ~~affected~~dependent ifon wethe ~~suffer~~airline ~~service interruptions or delays~~industry, ~~technology failures or damage to our equipment,~~ which ~~could~~is ~~result~~itself inaffected ~~claims~~by ~~against~~factors usbeyond ~~that~~the ~~exceed~~airlines’ ~~any~~control. ~~insurance~~The ~~coverage~~airline ~~that~~industry weis ~~may~~highly ~~carry,~~competitive ~~thereby requiring us to pay significant damages,~~ and ~~impair~~sensitive ~~our ability~~ to ~~sell~~changing ~~Infinitus~~economic conditions.

Our ~~brand,~~business ~~reputation~~is ~~and~~directly ~~ability~~affected toby ~~attract,~~the ~~retain~~financial ~~and~~condition ~~serve~~of ~~our~~the ~~customers~~airlines and ~~the~~other ~~airlines~~economic ~~with~~factors. ~~which~~If weconsumer ~~intend~~demand tofor ~~work~~air ~~will~~travel ~~depend~~declines, ~~upon~~including ~~the~~due ~~reliable~~to ~~performance~~increased use of ~~our~~technology ~~network~~such ~~infrastructure.~~as Wevideoconferencing ~~may~~for ~~experience~~business ~~service interruptions~~travelers, ~~service delays~~ or ~~technology~~the ornumber ~~systems~~of ~~failures~~commercial inaircraft ~~the~~and ~~future~~flights shrinks, ~~which~~our ~~may~~business and results of operations could be ~~due~~affected toadversely. ~~factors~~Unfavorable general economic conditions and other events that are beyond ~~our~~the airlines’ control., Ifincluding wehigher ~~experience~~unemployment ~~significant~~rates, ~~system~~higher orinterest ~~network~~rates, ~~failures~~reduced stock prices, ~~our~~reduced ~~reputation~~consumer and business spending, ~~brand~~outbreaks of communicable diseases and terrorist attacks or threats could have a material adverse effect on the airline ~~partner~~industry. ~~and~~A ~~customer~~general ~~retention~~reduction or shift in discretionary spending could beresult ~~harmed~~in decreased demand for leisure and ~~our~~business travel and lead to a reduction in airline ~~partners~~flights offered and ~~customers~~the ~~could~~number ~~have~~of passengers flying. Consolidation within the ~~right~~airline toindustry ~~terminate~~could ~~their~~also ~~contracts~~adversely ~~with~~affect usour orrelationships ~~pursue~~with ~~other~~our ~~remedies~~potential airline partners.

~~Our~~Unfavorable ~~operations~~economic ~~and~~conditions ~~services~~could ~~will~~also ~~depend~~limit ~~upon~~airlines’ ~~the~~ability ~~extent~~ to ~~which~~counteract ~~our~~increased ~~equipment~~fuel, ~~and~~labor ~~the~~or ~~equipment~~other ofcosts ~~third-party~~though ~~network~~raised ~~providers~~prices. ~~for~~Our ~~ground~~prospective ~~station~~airline ~~capability~~partners isoperate ~~protected~~in ~~against~~a ~~damage~~highly orcompetitive ~~interruption~~business ~~from~~market ~~fire~~and, ~~floods,~~as ~~earthquakes,~~a ~~tornados~~result, ~~power~~continue ~~loss,~~to ~~solar~~face ~~flares,~~pressure ~~telecommunication~~regarding ~~failures,~~offerings ~~break-ins,~~and ~~acts~~pricing. ofThese ~~war~~unfavorable orconditions ~~terrorism~~ and ~~similar~~the ~~events.~~competitiveness ~~Furthermore,~~of the ~~capacity,~~air ~~reliability~~travel ~~and~~industry ~~security~~could ofcause ~~Infinitus~~one ~~would~~or ~~suffer~~more ~~in the event~~ of ~~system~~our ~~disruptions~~prospective orairline ~~failures,~~partners ~~such~~to asreduce ~~computer~~expenditures ~~hackings,~~on ~~cyber-attacks,~~passenger ~~computer~~services ~~viruses,~~or ~~worms~~file orfor ~~other~~bankruptcy. ~~destructive~~If one or ~~disruptive~~more ~~software,~~of ~~process~~our ~~breakdowns,~~prospective ~~denial~~airline ofpartners ~~service~~were ~~attacks~~to orfile ~~other~~for ~~malicious~~bankruptcy, ~~activities.~~bankruptcy ~~Our~~laws ~~networks~~could ~~and~~give ~~those~~them ofrights ~~third-party~~to ~~service~~terminate ~~providers~~their ~~might~~contracts bewith ~~vulnerable~~us, tothey ~~these~~could ~~attacks~~reduce ~~and~~their ~~unauthorized~~total ~~access.~~fleet ~~Damage~~size toand ~~our~~capacity and/or ~~third~~their ~~parties’~~total ~~networks~~number ~~could~~of ~~cause~~flights. ~~interruptions~~Any inof ~~Infinitus.~~these ~~Such~~events ~~interruptions~~ could have a material adverse effect on our ~~revenue~~business prospects, ~~our~~financial ~~reputation~~condition and ~~our~~results ~~ability~~of ~~to attract or retain airline partners~~operations.

In19 ~~addition,~~Table ~~our equipment is expected to contain complex systems and components that could contain errors or defects, particularly when we incorporate new technology. If any~~ of our equipment is defective, we could be required to redesign or recall that equipment’s operations or pay substantial damages or warranty claims. Such events could result in significant expenses, disrupt that equipment’s operations and adversely affect our reputation. If our on-board equipment malfunctions, or there is a problem with the equipment’s installation that damages an airplane or impairs its on-board electronics or avionics, significant property loss and serious personal injury or death could result. Any such malfunction or problem could expose us to substantial personal injury claims, product liability claims or costly repair obligations. In particular, the aircraft operated by our prospective airline partners are very costly to repair and, therefore, the damages in any product liability claims could be material. We intend to carry relevant insurance in amounts that exceed that of our suppliers’ coverage, consistent with industry norms. However, this insurance coverage may not be sufficient to fully cover the payment of any claims. An operations recall or a product liability claim not covered by insurance would have a material adverse effect on our business, financial condition and results of operations. Our business, financial condition and results of operations would also be materially adversely affected should we be required by the FAA or otherwise to cease providing Infinitus even on a temporary basis, as a result of an equipment malfunction or defect.Contents

~~Our software will be inherently complex and could contain material defects or errors, particularly when the software is first introduced or when new versions or enhancements are released.~~ We ~~may~~anticipate ~~from~~that ~~time~~at toleast ~~time find defects or errors in our software, and defects or errors that~~ initially gowe ~~undetected~~will ~~may~~have beonly ~~detected~~one insupplier ~~the~~for ~~future. Any defects or errors that cause interruptions to~~ the ~~availability~~customized ofantennae ~~our~~we ~~services~~will ~~could~~need ~~result~~for ~~in termination or failure to renew contracts by our potential customers; reduction in sales or delay in market acceptance of~~ Infinitus;, ~~sales~~and ~~credits~~thus ~~or refunds to~~ our ~~potential~~business ~~customers;~~would ~~loss~~be ofmaterially ~~potential customers~~ and ~~difficulty~~adversely inaffected ~~attracting~~if ~~customers;~~that ~~diversion~~supplier ofdid ~~development~~not ~~resources;~~supply ~~harm~~the toantennae ~~our reputation and brand; increased insurance costs; and claims~~ for ~~substantial damages. The costs incurred in correcting~~ any ~~material defects or errors in our software may be substantial and could harm our financial condition and results of operations~~reason.

~~Assertions~~We byintend to engage a third ~~parties~~party ofvendor ~~infringement~~to design the customized antennae needed for Infinitus. We anticipate that at least initially, ~~misappropriation~~that third party vendor will be the sole supplier of the antennae. Our business would be materially and adversely affected if that supplier for any reason failed to supply the antennae or ~~other~~was ~~violations~~unable byto usmanufacture the number of ~~their~~antennae ~~intellectual~~that ~~property~~we desire to purchase. While we will own the designs and rights to the customized antennae, we may not be able to contract with another supplier on a timely basis, on commercially reasonable terms, or at all, which could ~~result~~adversely inaffect ~~significant~~our ~~costs~~business and ~~substantially~~impact ~~harm~~our ability to roll out Infinitus. Further, any new supplier would have to obtain a PMA from the FAA, which could take time. The lack of alternative suppliers could lead to higher prices and a failure by any of our ~~business~~single source providers to continue to produce the component, or to otherwise fulfill its obligations, and ~~operating~~could have a material adverse effect on our business, results of operations, and financial condition. Also, for certain customized equipment or components, any certification obtained from relevant government agencies will cover only that specific piece of equipment or component and supplier.

InWe ~~recent~~could ~~years,~~be ~~there~~adversely ~~has~~affected ~~been~~if ~~significant~~we ~~litigation~~suffer ~~involving~~service ~~intellectual~~interruptions ~~property~~or ~~rights~~delays, ~~in many~~ technology~~-based~~ ~~industries,~~failures ~~including~~or ~~the~~damage ~~wireless~~to ~~communications~~our ~~industry.~~equipment, Wewhich ~~may~~could ~~face~~result ~~from time to time~~ in ~~the~~claims ~~future~~against ~~allegations~~us that weexceed orany ainsurance ~~supplier~~coverage orthat ~~customer~~we ~~have~~may ~~violated~~carry, ~~the~~thereby ~~rights~~requiring ofus ~~third~~to ~~parties,~~pay ~~including~~significant ~~patent~~damages, ~~trademark~~ and ~~other~~impair ~~intellectual~~our ~~property~~ability ~~rights~~to sell Infinitus.

17Our ~~Table~~brand, reputation and ability to attract, retain and serve our customers and the airlines with which we intend to work will depend upon the reliable performance of ~~Contents~~our network infrastructure. We may experience service interruptions, service delays or technology or systems failures in the future, which may be due to factors beyond our control. If we experience significant system or network failures, our reputation, brand and airline partner and customer retention could be harmed and our airline partners and customers could have the right to terminate their contracts with us or pursue other remedies.

~~If,~~Our ~~with~~operations ~~respect~~and services will depend upon the extent to ~~any~~which ~~claim~~our ~~against~~equipment usand ~~for~~the ~~violation~~equipment of third -party ~~intellectual~~network ~~property~~providers ~~rights,~~for weground ~~are~~station ~~unable~~capability tois ~~prevail~~protected inagainst ~~the~~damage ~~litigation~~ or ~~retain~~interruption orfrom ~~obtain~~fire, ~~sufficient~~floods, ~~rights~~earthquakes, ortornados, ~~develop~~power ~~non~~loss, solar flares, telecommunication failures, break-~~infringing~~ins, ~~intellectual~~acts ~~property~~of war or ~~otherwise~~terrorism ~~alter~~and ~~our~~similar ~~business~~events. ~~practices~~Furthermore, onthe acapacity, ~~timely~~reliability and security of Infinitus would suffer in the event of system disruptions or ~~cost~~failures, such as computer hackings, cyber-~~efficient~~attacks, ~~basis~~computer viruses, ~~our~~worms ~~business~~or ~~and~~other ~~competitive~~destructive ~~position~~or ~~could~~disruptive besoftware, ~~materially~~process ~~adversely~~breakdowns, ~~affected.~~denial ~~Many~~of ~~companies~~service ~~may~~attacks beor ~~devoting~~other ~~significant~~malicious ~~resources~~activities. toOur ~~obtaining~~networks ~~patents~~and ~~that~~those ~~could~~of ~~potentially~~third-party ~~cover~~service ~~aspects~~providers ofmight ~~our~~be ~~business.~~vulnerable Weto ~~have~~these ~~not~~attacks ~~exhaustively~~and ~~searched~~unauthorized ~~patents~~access. ~~relevant~~Damage to our ~~technologies~~or ~~and~~third ~~business~~parties’ ~~and,~~networks ~~therefore,~~could itcause isinterruptions ~~possible~~in ~~that~~Infinitus. weSuch ~~may~~interruptions ~~unknowingly~~could ~~infringe~~have ~~the~~a ~~patents~~material ofadverse ~~others~~effect on our revenue, our reputation and our ability to attract or retain airline partners.

~~Defending~~In ~~against~~addition, ~~any~~we ~~claims~~expect ofthat ~~infringement,~~our ~~misappropriation~~equipment orwill ~~related~~contain ~~allegations,~~complex ~~whether~~systems orand ~~not~~components ~~meritorious,~~that ~~would~~could becontain ~~time-consuming~~errors or defects, ~~divert~~particularly ~~technical~~when ~~and~~we ~~management~~incorporate ~~personnel~~new ~~and~~technology. beIf ~~costly~~any toof ~~resolve.~~our Weequipment dois ~~not~~defective, ~~presently~~we ~~have~~could ~~funds~~be required to ~~defend~~redesign ~~any~~or ~~such~~recall ~~claims~~that ~~without~~equipment’s ~~materially~~operations ~~impacting~~or ~~funds~~pay ~~for~~substantial ~~the~~damages ~~development~~or ofwarranty ~~Infinitus~~claims. AsSuch aevents could result ofin ~~any~~significant ~~such dispute~~expenses, wedisrupt ~~may~~that ~~have~~equipment’s tooperations ~~develop~~and ~~non-infringing~~adversely ~~technology,~~affect ~~pay~~our ~~damages,~~reputation. ~~enter~~If ~~into~~our ~~royalty~~on-board orequipment ~~licensing agreements~~malfunctions, ~~cease~~or ~~providing~~there ~~certain~~is ~~products~~a orproblem ~~services,~~with ~~adjust~~the ~~our~~equipment’s ~~marketing~~installation ~~activities~~that ordamages ~~take~~an ~~other~~airplane ~~actions~~or toimpairs ~~resolve~~its ~~the~~on-board ~~claims.~~electronics ~~These~~or ~~actions~~avionics, ifsignificant ~~required,~~property ~~may~~loss beand ~~costly~~serious personal injury or ~~unavailable~~death oncould ~~terms~~result. ~~acceptable~~Any tosuch ~~us.~~malfunction Weor ~~anticipate~~problem ~~that~~could ~~pursuant~~expose us to ~~agreements~~substantial ~~with~~personal ~~our~~injury ~~prospective~~claims, ~~airline~~product ~~partners,~~liability weclaims ~~may~~or becostly ~~required~~repair toobligations. ~~agree~~In toparticular, ~~indemnify~~the ~~those~~aircraft operated by our prospective airline partners ~~against~~are ~~such~~very ~~claims~~costly ~~and~~to ~~lawsuits,~~repair and, ~~in some cases~~therefore, ~~those~~the ~~agreements~~damages ~~may~~in ~~not~~any ~~limit~~product ~~our~~liability ~~indemnification~~claims ~~obligations,~~could ~~which,~~be inmaterial. ~~addition~~We tointend ~~obligating us~~ to ~~pay~~carry ~~defense~~relevant ~~costs,~~insurance ~~could result~~ in ~~significant~~amounts ~~indemnification~~that ~~obligations~~exceed inthat ~~the event~~ of anour ~~adverse~~suppliers’ ~~ruling~~coverage, inconsistent ~~such~~with anindustry ~~action~~norms. ~~In addition~~However, ~~certain~~this ofinsurance ~~our~~coverage ~~potential suppliers~~ may not ~~indemnify~~be ussufficient ~~for~~to ~~third~~fully ~~party~~cover ~~infringement~~the orpayment ~~misappropriation~~of any claims. ~~arising~~An ~~from~~operations ~~our~~recall ~~use~~or ofa ~~supplier~~product ~~technology.~~liability Asclaim anot ~~result,~~covered weby ~~may~~insurance bewould ~~liable~~have ina ~~the~~material ~~event~~adverse ofeffect ~~such~~on ~~claims.~~our ~~Any~~business, offinancial ~~these~~condition ~~events~~and ~~could~~results ~~result~~of inoperations. ~~increases~~Our ~~in operating expenses~~business, ~~limit~~financial ~~our~~condition ~~offering~~and results of ~~Infinitus~~operations orwould ~~result~~also inbe amaterially ~~loss~~adversely ofaffected ~~business,~~should if we ~~are~~be ~~unable~~required by the FAA or otherwise to ~~meet~~cease ~~our~~providing ~~indemnification~~Infinitus ~~obligations~~even ~~and~~on ~~our~~a ~~airline~~temporary ~~partners~~basis, ~~terminate~~as ora ~~fail~~result toof ~~renew~~an ~~their~~equipment ~~contracts~~malfunction or defect.

Our ~~patent~~software ~~expires~~will onbe ~~September~~inherently 20complex and could contain material defects or errors, ~~2018~~particularly when the software is first introduced or when new versions or enhancements are released. We may from time to time find defects or errors in our software, and ~~after~~defects or errors that ~~date~~initially go undetected may be detected in the ~~technology~~future. ~~covered~~Any bydefects or errors that cause interruptions to the ~~patent~~availability ~~will~~of beour ~~available~~services could result in termination or failure to ~~anyone,~~renew ~~including~~contracts ~~companies~~by ~~with~~our ~~far~~potential ~~greater~~customers; ~~financial~~reduction in sales or delay in market acceptance of Infinitus; sales credits or refunds to our potential customers; loss of potential customers and ~~other~~difficulty in attracting customers; diversion of development resources; ~~than~~harm weto ~~have~~our reputation and brand; increased insurance costs; and claims for substantial damages. The costs incurred in correcting any material defects or errors in our software may be substantial and could harm our financial condition and results of operations.

~~Once our patent expires on September~~ 20, ~~2018,~~Table ~~the~~of technology covered by the patent will be available to anyone for use, including companies with far greater and financial and other resources than we have. If such companies were to use the technology previously covered by our patent, it is possible that those companies could create a commercial broadband airborne wireless network to compete with Infinitus.Contents

WeAssertions ~~may~~by ~~not~~third beparties ~~able~~of toinfringement, ~~protect~~misappropriation ~~our~~or other violations by us of their intellectual property rights. could result in significant costs and substantially harm our business and operating results.

WeIn ~~regard~~recent ~~our intellectual property as important to our success. We plan to rely on trademark~~years, ~~copyright~~there ~~and~~has ~~patent~~been ~~law,~~significant ~~trade~~litigation ~~secret~~involving ~~protection~~intellectual ~~and~~property ~~confidentiality~~rights ~~agreements~~in ~~with~~many ~~our~~technology-based ~~employees~~industries, ~~vendors,~~including ~~airlines,~~the ~~consultants~~wireless ~~and~~communications ~~others to protect our proprietary rights~~industry. We ~~cannot~~may ~~assure~~face ~~you~~from ~~that~~time ~~the efforts we have taken~~ to ~~protect~~time ~~our~~in ~~proprietary~~the ~~rights will be sufficient or effective, that any pending or~~ future ~~patent~~allegations ~~and trademark applications will lead to issued patents and registered trademarks in all instances,~~ that ~~others~~we ~~will not develop~~ or ~~patent~~a ~~similar~~supplier or ~~superior~~customer ~~technologies,~~have ~~products~~violated orthe ~~services,~~rights orof ~~that~~third ~~our patents~~parties, ~~trademarks~~including ~~and other intellectual property will not be challenged~~patent, ~~invalidated,~~trademark ~~misappropriated or infringed by others. Furthermore, the intellectual property laws~~ and ~~enforcement practices of~~ other ~~countries may not protect our products and~~ intellectual property rights ~~to the same extent as the laws of the United States~~. If we are unable to protect our intellectual property from unauthorized use, our ability to exploit our proprietary technology or our brand may be harmed and, as a result, our business and results of operations may suffer.

~~Increased~~If, ~~costs~~with ~~and~~respect ~~other~~to ~~demands~~any ~~associated~~claim ~~with~~against ~~our~~us ~~growth~~for ~~could~~violation ~~impact~~of ~~our~~third ~~ability~~party tointellectual ~~achieve~~property ~~profitability~~rights, ~~over~~we are unable to prevail in the ~~long~~litigation ~~term~~or ~~and~~retain ~~could~~or ~~strain~~obtain sufficient rights or develop non-infringing intellectual property or otherwise alter our ~~personnel~~business practices on a timely or cost-efficient basis, ~~technology~~our business and ~~infrastructure~~competitive position could be materially adversely affected. Many companies may be devoting significant resources to obtaining patents that could potentially cover aspects of our business. We have not exhaustively searched patents relevant to our technologies and business and, therefore, it is possible that we may unknowingly infringe the patents of others.

WeDefending ~~expect~~against ~~our~~any ~~costs~~claims toof ~~increase~~infringement, inmisappropriation ~~future~~or ~~periods~~related asallegations, wewhether ~~experience~~or ~~growth~~not inmeritorious, ~~our~~would be time-consuming, divert technical and management personnel and ~~operations,~~be ~~which~~costly ~~will~~to ~~place~~resolve. ~~significant~~We ~~demands~~do onnot ~~our~~presently ~~management~~have ~~and~~funds ~~administrative,~~to ~~technological,~~defend ~~operational~~any ~~and~~such ~~financial~~claims ~~infrastructure.~~without ~~Anticipated~~materially ~~future~~impacting ~~growth,~~funds for the ~~implementation~~development of Infinitus. ~~and~~As ~~various~~a result of any such dispute, we may have to develop non-infringing technology, ~~enhancements~~pay ~~will~~damages, ~~require~~enter ~~the~~into ~~outlay~~royalty ofor ~~significant~~licensing ~~operating~~agreements, ~~and~~cease ~~capital~~providing ~~expenditures~~certain ~~and~~products ~~will~~or ~~continue~~services, adjust our marketing activities or take other actions to ~~place~~resolve ~~strains~~the onclaims. ~~our~~These ~~personnel~~actions, ~~technology~~if ~~and~~required, ~~infrastructure~~may be costly or unavailable on terms acceptable to us. ~~Our~~We ~~success~~anticipate ~~will~~that ~~depend~~pursuant into ~~part~~agreements ~~upon~~with our ~~ability~~prospective toairline ~~contain~~partners, ~~costs~~we ~~with~~may ~~respect~~be required to ~~growth~~agree ~~opportunities.~~to Toindemnify ~~successfully~~those ~~manage~~airline partners against such claims and lawsuits, and, in some cases, those agreements may not limit our ~~potential~~indemnification ~~growth~~obligations, wewhich, ~~will~~in ~~need~~addition to ~~continue~~obligating us to ~~improve~~pay ~~our~~defense ~~operational~~costs, ~~financial,~~could ~~technological~~result ~~and~~in ~~management~~significant ~~controls~~indemnification ~~and~~obligations ~~our~~in ~~reporting~~the ~~systems~~event ~~and~~of ~~procedures~~an adverse ruling in such an action. In addition, ascertain ~~and~~of ~~when~~our wepotential ~~grow,~~suppliers wemay ~~will~~not ~~need~~indemnify tous ~~effectively~~for ~~integrate,~~third ~~develop~~party ~~and~~infringement ~~motivate~~or ~~new~~misappropriation ~~employees~~claims arising from our use of supplier technology. ~~Our~~As ~~failure~~a toresult, ~~successfully~~we ~~manage~~may ~~our~~be ~~growth~~liable in the event of such claims. Any of these events could ~~adversely~~result ~~affect~~in increases in operating expenses, limit our offering of Infinitus or result in a loss of business, ~~financial~~if ~~condition~~we are unable to meet our indemnification obligations and ~~results~~our ofairline ~~operations~~partners terminate or fail to renew their contracts.

18Our ~~Table~~initial ofpatent ~~Contents~~expired on September 20, 2018, so the technology covered by that patent is available to anyone, including companies with far greater financial and other resources than we have.

WeBecause ~~have~~our ~~limited~~initial ~~insurance~~patent expired on September 20, 2018, the technology covered by that patent is available to anyone for use, including companies with far greater and infinancial ~~the~~and ~~future~~other resources than we ~~may~~have. ~~not~~If ~~maintain~~such ~~sufficient~~companies ~~insurance~~were ~~coverage~~to ~~for~~use the ~~risks~~technology ~~associated~~previously ~~with~~covered by our ~~business~~patent, ~~operations~~it is possible that those companies could create a commercial broadband airborne wireless network to compete with Infinitus.

We ~~currently~~may ~~have~~not ~~only~~be ~~general~~able ~~commercial liability insurance. We intend~~ to ~~carry~~protect ~~additional insurance consistent with industry norms at such time as we commence the installation of~~ our ~~equipment~~intellectual onproperty ~~commercial aircraft and Infinitus starts operating, including expanded general liability insurance and product liability insurance~~rights.

We ~~cannot~~regard ~~provide~~our ~~any~~intellectual ~~assurance~~property ~~that~~as weimportant ~~will~~to inour ~~the~~success. ~~future~~We beplan ~~able~~ to ~~obtain~~rely ~~insurance~~on attrademark, ~~industry~~copyright ~~norms~~and atpatent ~~prices~~law, wetrade ~~can~~secret ~~afford~~protection and confidentiality agreements with our employees, orvendors, airlines, consultants and others to protect our proprietary rights. We cannot assure you that ~~any~~the ~~insurance~~efforts we ~~obtain~~have taken to protect our proprietary rights will be sufficient toor ~~cover~~effective, that any ~~losses~~pending or future patent and trademark applications will lead to issued patents and registered trademarks in all instances, that weothers ~~may~~will ~~sustain~~not develop or patent similar or superior technologies, products or services, or that weour patents, trademarks and other intellectual property will not be ~~able~~challenged, toinvalidated, ~~successfully~~misappropriated ~~claim~~or ~~our~~infringed ~~losses~~by ~~under~~others. Furthermore, the intellectual property laws and enforcement practices of other countries may not protect our ~~insurance~~products ~~policies~~and onintellectual aproperty ~~timely~~rights ~~basis~~to orthe atsame ~~all~~extent as the laws of the United States. If we ~~incur~~are ~~any~~unable ~~loss~~to ~~not~~protect ~~covered~~our byintellectual ~~our~~property ~~insurance~~from ~~policies~~unauthorized use, orour ~~the~~ability ~~compensated~~to ~~amount~~exploit isour ~~significantly~~proprietary ~~less~~technology ~~than~~or our ~~actual~~brand ~~loss~~may orbe isharmed ~~not~~and, ~~timely~~as ~~paid~~a result, our business, ~~financial condition~~ and results of operations ~~could~~may ~~be materially and adversely affected~~suffer.

~~Risks~~21 ~~Related~~Table toof ~~our Financial Statements, Management and Common Stock~~Contents

~~Our~~Increased ~~business~~costs ~~has~~and noother ~~operating~~demands ~~history,~~associated ~~which~~with ~~may~~our ~~make~~growth itcould ~~difficult~~impact our ability to ~~evaluate~~achieve ~~our~~profitability ~~current~~over ~~business~~the long term and ~~predict~~could strain our ~~future~~personnel, ~~performance~~technology and infrastructure resources.

~~Our~~We ~~lack~~expect ofour ~~operating~~costs ~~history~~to ~~makes~~increase itin ~~difficult~~future toperiods ~~accurately~~as ~~evaluate~~we experience growth in our ~~business~~personnel and ~~predict~~operations, ~~our~~which ~~future~~will ~~performance.~~place ~~Any~~significant ~~assessments~~demands ofon our ~~current~~management ~~business~~ and ~~predictions~~administrative, ~~that~~technological, weoperational orand ~~you~~financial ~~make~~infrastructure. ~~about~~Anticipated ~~our~~ future ~~success~~growth, orthe ~~viability~~implementation ~~may~~of ~~not~~Infinitus beand asvarious ~~accurate~~technology asenhancements ~~they~~will ~~could~~require bethe ifoutlay weof ~~had~~significant an operating ~~history.~~and Wecapital ~~have~~expenditures ~~encountered~~ and will continue to ~~encounter~~place ~~risks~~strains ~~and~~on ~~difficulties~~our ~~frequently~~personnel, ~~experienced~~technology byand ~~growing~~infrastructure. ~~companies~~Our success will depend in ~~rapidly~~part ~~changing~~upon ~~industries~~our ability to contain costs with respect to growth opportunities. To successfully manage our potential growth, ~~and~~we ~~the~~will ~~size~~need to continue to improve our operational, financial, technological and ~~nature~~management ofcontrols and our ~~market~~reporting ~~opportunity~~systems ~~may~~and ~~change~~procedures. In addition, as and when we ~~scale~~grow, ~~our~~we ~~business~~will ~~and~~need ~~begin~~to ~~deployment~~effectively ofintegrate, ~~Infinitus~~develop and motivate new employees. IfOur wefailure doto ~~not~~successfully ~~address~~manage ~~any~~our ofgrowth ~~the~~could ~~foregoing~~adversely ~~risks,~~affect our business, ~~could~~financial becondition ~~harmed~~and results of operations.

~~Our~~We ~~independent~~have ~~registered~~limited ~~public accounting firms~~insurance, and in ~~their~~the ~~audit~~future, ~~reports~~we ~~related~~may tonot ~~our~~maintain ~~financial~~sufficient ~~statements~~insurance coverage for the ~~fiscal~~risks ~~years~~associated ~~ended~~with ~~each of August 31, 2017, 2016 and August 31, 2015, expressed doubt about~~ our ~~ability~~business ~~to continue as a going concern~~operations.

~~Our~~We ~~independent~~currently ~~registered public accounting firms~~ have ~~each~~only ~~included~~general ancommercial ~~explanatory~~liability ~~paragraph~~insurance. inWe ~~their~~intend ~~respective reports on our financial statements included in this annual report expressing doubt as~~ to ~~our~~carry ~~ability~~additional toinsurance ~~continue~~consistent aswith aindustry ~~going~~norms ~~concern.~~at ~~The~~such ~~financial~~time ~~statements included in this annual report have been prepared assuming that we will continue~~ as ~~a going concern. However,~~ we ~~cannot~~commence ~~assure~~the ~~you~~installation ~~that we will be able to do so. Our recurring losses and lack~~ of ~~any cash flow raise substantial doubt about~~ our ~~ability~~equipment toon ~~continue~~commercial asaircraft ~~a going concern,~~ and ~~our~~Infinitus ~~financial~~starts statements do not include any adjustments that might result from the outcome of this uncertainty. If we are unable to achieve or sustain profitability or to secure additional financing on acceptable termsoperating, ~~our~~including ~~inability~~expanded togeneral ~~continue~~liability asinsurance aand ~~going~~product ~~concern~~liability ~~may result in our stockholders losing their entire investment~~insurance. ~~There is no guarantee that we will become profitable or secure additional financing on acceptable terms, or at all.~~

~~Material~~We ~~weaknesses~~cannot provide any assurance that we will in ~~our~~the ~~internal~~future ~~controls~~be ~~over~~able ~~financial~~to ~~reporting~~obtain ~~may~~insurance ~~limit~~at ~~our~~industry ~~ability~~norms at prices we can afford, or that any insurance we obtain will be sufficient to ~~prevent~~cover any losses that we may sustain, or ~~detect~~that ~~financial~~we ~~misstatements~~will be able to successfully claim our losses under our insurance policies on a timely basis or ~~omissions~~at all. ~~These~~If ~~material~~we ~~weaknesses~~incur ~~could~~any ~~result~~loss innot covered by our ~~financial~~insurance ~~statements~~policies, ~~not~~or ~~being~~the incompensated ~~accordance~~amount ~~with~~is ~~generally~~significantly ~~accepted~~less ~~accounting~~than ~~principles,~~our ~~and~~actual ~~such~~loss ~~failure~~or ~~could~~is ~~negatively~~not ~~affect~~timely ~~the~~paid, ~~price~~our business, financial condition and results of ~~our~~operations ~~stock~~could be materially and adversely affected.

~~Our~~The ~~current~~industry ~~management~~within ~~has~~which ~~no experience managing and operating a public company, and~~ we ~~rely~~compete inis ~~many~~highly ~~instances on the professional experience and advice of third parties. As a result~~competitive, wewhich ~~have in the past experienced, and in future~~ may ~~continue~~hinder to experience, material weaknesses and potential problems in implementing and maintaining adequate internal controls as required under Section 404 of the Sarbanes Oxley Act. Such material weakness could also include a deficiency, or combination of deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement of our ~~annual~~ability ~~or interim financial statements will not be prevented or detected on a timely basis. If we fail~~ to ~~achieve~~generate revenue and ~~maintain the adequacy of our internal controls, as such requirements are modified, supplemented or amended from time to time, we~~ may ~~not~~diminish be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. If we cannot provide reliable financial reports or prevent fraud, our ~~business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly~~margins.

19The ~~Table~~broadband wireless network industry within which we will compete is highly competitive. New developments in technology may negatively affect the development or licensing of ~~Contents~~Infinitus, or make Infinitus uncompetitive or obsolete. Some of our competitors may be much larger companies with longer operating histories and substantially greater financial, technical, sales, marketing and other resources than we do, as well as greater name recognition. As a result, our competitors may be able to compete more aggressively and sustain that competition over a longer period of time than we could. Each of these competitors has the potential to capture market share in various markets, which could have a material adverse effect on our position in the industry and our financial results.

WeRisks ~~are~~Related ~~required~~ to ~~include in~~ our ~~quarterly~~Financial ~~and~~Statements, ~~annual~~Management ~~reports the conclusion of our principal executive~~ and ~~principal~~Common ~~financial~~Stock officers regarding the effectiveness of our disclosure controls and procedures as of the end of the period covered by the report. In addition, in connection with our annual report, we are required to provide management’s assessment of the effectiveness of our internal controls over financial reporting as of the end of the fiscal year. In this annual report on Form 10-K for the year ended August 31, 2017, management concluded that our internal control over financial reporting was not effective because of material weaknesses that included:

	(1)	lack of a functioning audit committee and lack of a majority of outside directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;
	(2)	inadequate segregation of duties consistent with control objectives;
	(3)	insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of U.S. GAAP and SEC disclosure requirements; and
	(4)	ineffective controls over period end financial disclosure and reporting processes.

Our business has no operating history, which may make it difficult to evaluate our current business and predict our future performance.

~~The~~Our ~~loss~~lack of ~~one~~operating orhistory ~~more~~makes it difficult to accurately evaluate our business and predict our future performance. Any assessments of our ~~key~~current ~~personnel~~business and predictions that we or you make about our future success or viability may not be as accurate as they could ~~harm~~be if we had an operating history. We have encountered and will continue to encounter risks and difficulties frequently experienced by growing companies in rapidly changing industries, and the size and nature of our market opportunity may change as we scale our business and begin deployment of Infinitus. If we do not address any of the foregoing risks, our business could be harmed.

WeOur ~~depend~~independent onregistered ~~the~~public ~~continued~~accounting ~~service and performance of our key personnel~~firm, ~~including~~in Michael A. Warren, our Chief Executive Officer; J. Edward Daniels, our President, Treasurer and Secretary; Marius de Mos, our Vice President of Technical Affairs and Development; Jason T. de Mos, our Vice President of Business Development and Aviation Compliance; and Earle O. Olson, our Vice President of Industry Relations. Some of these individuals have acquired specialized knowledge and skills with respect to Infinitus and its ~~operations.~~audit Asreport arelated ~~result, if any of these individuals were~~ to ~~stop~~our ~~providing~~financial ~~services~~statements tofor ~~us, we could face substantial difficulty in hiring qualified successors and could experience a loss of productivity while any such successor obtains~~ the ~~necessary~~fiscal ~~training~~year ~~and~~ended ~~expertise.~~August ~~We do not maintain key man insurance on any of our officers or key employees. The loss of key personnel~~31, ~~including~~2018 ~~key~~and ~~members of our management team~~2017, asexpressed ~~well~~doubt asabout ~~certain of~~ our ~~key technology personnel, could disrupt our operations and have an adverse effect on our~~ ability to ~~grow~~continue ~~our~~as ~~business.~~a going concern.

WeOur ~~may~~independent ~~fail~~registered public accounting firm has included an explanatory paragraph in its report on our financial statements included in this Form 10-K expressing doubt as to ~~recruit~~our ability to continue as a going concern. The financial statements included in this annual report have been prepared assuming that we will continue as a going concern. However, ~~train~~we cannot assure you that we will be able to do so. Our recurring losses and ~~retain~~lack ~~the~~of ~~highly~~any ~~skilled~~cash ~~employees~~flow raise substantial doubt about our ability to continue as a going concern, and our financial statements do not include any adjustments that might result from the outcome of this uncertainty. If we are ~~necessary~~unable to ~~execute~~achieve or sustain profitability or to secure additional financing on acceptable terms, our ~~growth~~inability ~~strategy~~to continue as a going concern may result in our stockholders losing their entire investment. There is no guarantee that we will become profitable or secure additional financing on acceptable terms, or at all.

~~Competition~~22 ~~for~~Table ~~key technical personnel in high-technology industries such as ours is intense. We believe that our future success depends in large part on our ability to hire, train, retain and leverage the skills~~ of qualified engineers and other highly skilled personnel needed to maintain and grow our network and related technology and develop and successfully implement our products and technology. We may not be as successful as our competitors at recruiting, training, retaining and utilizing these highly skilled personnel. In particular, we may have more difficulty attracting or retaining highly skilled personnel during periods of poor operating performance. Any failure to recruit, train and retain highly skilled employees could negatively impact our business and results of operations.Contents

20Material ~~Table~~weaknesses in our internal controls over financial reporting may limit our ability to prevent or detect financial misstatements or omissions. These material weaknesses could result in our financial statements not being in accordance with generally accepted accounting principles, and such failure could negatively affect the price of ~~Contents~~our stock.

Our ~~agreements~~current ~~with~~management ~~Air~~has ~~Lease~~limited ~~Corporation~~experience managing and ~~Jet~~operating ~~Midwest~~a ~~Group~~public ~~require~~company, usand towe ~~issue~~rely toin ~~them~~many ~~additional~~instances ~~capital~~on ~~stock~~the ~~whenever~~professional experience and advice of third parties. As a result, we ~~issue~~have ~~any~~in ~~capital~~the ~~stock~~past soexperienced, ~~that~~and ~~they~~in ~~maintain~~the future may continue to experience, material weaknesses and potential problems in implementing and maintaining adequate internal controls as required under Section 404 of the ~~same~~Sarbanes ~~percentage~~Oxley ~~ownership~~Act. Such material weakness could also include a deficiency, or combination of deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement of our ~~outstanding~~annual ~~capital~~or ~~stock;~~interim ~~these~~financial ~~issuances~~statements will ~~further~~not ~~dilute~~be prevented or detected on a timely basis. If we fail to achieve and maintain the adequacy of our ~~other~~internal ~~stockholders~~controls, as such requirements are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in ~~connection~~accordance with ~~each~~Section ~~stock~~404 ~~issuance~~of the Sarbanes-Oxley Act. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly.

OnWe ~~January~~are 9,required ~~2017,~~to weinclude ~~entered~~in ~~into~~our aquarterly ~~Marketing~~and ~~Memorandum~~annual ofreports ~~Understanding~~the ~~with~~conclusion ~~Air Lease Corporation. In consideration~~ of ~~the~~our ~~services~~principal toexecutive beand ~~provided~~principal byfinancial ~~Air~~officers ~~Lease~~regarding ~~Corporation,~~the weeffectiveness ~~issued to Air Lease Corporation shares~~ of ~~common stock representing 10% of~~ our ~~common~~disclosure ~~stock~~controls ~~outstanding on January 10, 2017,~~ and weprocedures ~~agreed~~as ~~that on January 15, 2018 we would grant to Air Lease a five-year option to purchase an additional 6%~~ of the ~~shares~~end of ~~common~~the ~~stock~~period ~~outstanding~~covered onby ~~that~~the ~~date~~report. ~~The~~In ~~agreement with Air Lease Corporation provides full anti-dilution protection to Air Lease Corporation. As a result~~addition, ~~each~~in ~~time~~connection wewith ~~issue~~our ~~additional~~annual ~~shares of common stock or shares of another class or series of capital stock~~report, we ~~will~~are ~~issue~~required to ~~Air~~provide ~~Lease~~management’s ~~Corporation~~assessment ~~without~~of ~~further~~the ~~consideration~~effectiveness ~~additional shares~~ of our ~~common~~internal ~~stock~~controls orover ~~other~~financial ~~class~~reporting oras ~~series~~ of ~~capital~~the ~~stock~~end ~~so that Air Lease Corporation will continue to own 10%~~ of the ~~outstanding~~fiscal ~~shares of common stock and each other class or series of capital stock~~year. ~~Similarly,~~In ~~each~~our ~~time~~annual wereport ~~issue~~on ~~additional~~Form ~~shares~~10-K offor ~~common stock or shares of another class or series of capital stock that would dilute~~ the 6%year ofended ~~shares~~August ~~for~~31, ~~which Air Lease Corporation holds an option to purchase~~2018, wemanagement ~~will~~concluded ~~issue~~that toour ~~Air~~internal ~~Lease~~control ~~Corporation~~over ~~without~~financial ~~further~~reporting ~~consideration~~was ~~additional~~not ~~options~~effective tobecause ~~Air Lease Corporation for the purchase~~ of ~~additional~~material ~~shares~~weaknesses ~~of our common stock or other class or series of capital stock so~~ that ~~the number of shares that Air Lease Corporation can purchase continues to equal 6%. Through August 31, 2017, we had issued 9,020,461 shares of common stock to Air Lease Corporation.~~included:

On· ~~October~~Management ~~31,~~override ~~2016, we entered a Services and Compensation Agreement with Jet Midwest Group. In consideration~~ of ~~the~~controls; ~~services~~· toabsent beor ~~provided~~inadequate bysegregation ~~Jet Midwest Group, under that agreement, we issued to Jet Midwest Group shares~~ of ~~common~~duties ~~stock~~within ~~representing 1.6% of our common stock outstanding at that date. The agreement with Jet Midwest Group provides full anti-dilution protection to Jet Midwest Group. As~~ a ~~result,~~significant ~~each~~account ~~time we issue additional shares of common stock~~ or ~~shares~~process; of· ~~another~~inadequate ~~class~~design ~~or series~~ of ~~capital~~monitoring ~~stock,~~controls weused ~~will issue~~ to ~~Jet~~assess ~~Midwest Group without further consideration additional shares of our common stock or other class or series of capital stock so that Jet Midwest Group will continue to own 1.6% of~~ the ~~outstanding~~design ~~shares of common stock~~ and ~~each~~operating ~~other~~effectiveness ~~class or series~~ of ~~capital~~the ~~stock.~~entitiy’s ~~Through~~internal ~~August~~control ~~31,~~over ~~2017, we had issued 1,443,228 shares of common stock to Jet Midwest Group~~time.

AsThe aloss ~~result,~~of ~~each~~one ~~time we issue shares for financing, compensatory, acquisition~~ or ~~other~~more ~~purposes (including the issuance~~ of ~~additional~~our ~~shares~~key topersonnel ~~Apcentive~~could asharm ~~discussed below),~~ our ~~stockholders will incur even greater dilution because of the additional shares issued to Air Lease Corporation and Jet Midwest Group~~business.

We ~~will~~depend beon ~~required~~the tocontinued ~~issue~~service 20and ~~million~~performance ~~shares~~of our key personnel, including Michael A. Warren, our Chief Executive Officer; J. Edward Daniels, our President, Treasurer and Secretary and Marius de Mos, our Vice President of ~~common~~Technical ~~stock~~Affairs and Development. Some of these individuals have acquired specialized knowledge and skills with respect to ~~Apcentive~~Infinitus and its operations. As a result, if inany ~~the~~of ~~three~~these ~~years~~individuals ~~ending~~were ~~August~~to 3,stop ~~2019~~providing services to us, we could face substantial difficulty in hiring qualified successors and could experience a loss of productivity while any such successor obtains the necessary training and expertise. We do not ~~spend~~maintain ~~certain~~key ~~amounts~~man insurance on ~~matters~~any ~~relating~~of toour officers or key employees. The loss of key personnel, including key members of our ~~patent~~management ~~and~~team, ~~the~~as ~~“Infinitus~~well ~~Super~~as ~~Highway”~~certain ~~trademark~~of ~~acquired~~our ~~from~~key ~~Apcentive~~technology personnel, ~~Inc~~could disrupt our operations and have an adverse effect on our ability to grow our business.

~~The~~Certain ~~purchase~~of ~~agreement~~the byCompany’s ~~which~~officers ~~we acquired our patent~~ and ~~“Infinitus~~directors ~~Super~~recently ~~Highway”~~served ~~trademark provides that we must issue an additional 20 million shares of common stock to Apcentive if we do not spend, on matters relating to the patent and trademark,~~ a ~~cumulative~~company ~~total of $5 million on or before August 3, 2019. The purchase agreement requires~~ that webecame ~~spend~~bankrupt ~~at least $1 million on~~ or ~~before~~were ~~August~~otherwise 3,involved ~~2017~~in ~~(which~~bankruptcy ~~goal has been met), a total of at least $2 million on or before August 3, 2018 and a total of at least $5 million on or before August 3, 2019~~proceedings. ~~The issuance of these shares would be very dilutive to stockholders.~~

~~Exercise~~Kevin orJ. ~~conversion~~Spence, our chief financial officer, was chief financial officer of ~~warrants~~GreenCore Technology, Inc., previously known as Aquacell Technologies, Inc. (“GreenCore”), when an involuntary petition for liquidation under Chapter 7 of the U.S. Bankruptcy Code was filed against GreenCore on November 7, 2008. James C. Witham and ~~convertible~~Karen ~~securities~~Laustsen, ~~will~~members ~~dilute~~of ~~shareholders’~~our ~~percentage~~board of ~~ownership~~directors, served as chief executive officer and president of GreenCore, respectively, when the bankruptcy petition was filed. GreenCore subsequently ceased business operations and the bankruptcy case involving GreenCore was dismissed in March 2012. Additionally, Mr. Spence was principal of Kevin Spence Consulting when it filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code on May 6, 2010. Kevin Spence Consulting exited bankruptcy proceedings in January 2014. Separately, Marius de Mos, our Vice President of Technical Affairs and Development, filed a petition in his personal capacity seeking relief under Chapter 7 of the U.S. Bankruptcy Code in July 2010. Mr. de Mos exited bankruptcy proceedings in September 2011.

We23 ~~have~~Table ~~issued convertible securities, options and warrants to purchase shares~~ of our common stock to our officers, directors, consultants and other shareholders. In the future, we may grant additional options, warrants and convertible securities. The exercise or conversion of options, warrants or convertible securities will dilute the percentage ownership of our stockholders, which may have a negative effect on the trading price of our common stock. The dilutive effect of the exercise or conversion of these securities may adversely affect our ability to obtain additional capital. The holders of these securities may exercise or convert such options, warrants and convertible securities at a time when we would be able to obtain additional equity capital on terms more favorable than such securities or when our common stock is trading at a price higher than the exercise or conversion price of the securities. The exercise or conversion of outstanding warrants, options and convertible securities will have a dilutive effect on the securities held by our stockholders.Contents

21Our ~~Table~~lack of ~~Contents~~directors’ and officers’ liability insurance coverage could have a material adverse effect on our financial condition and may also make it difficult for us to retain and attract talented and skilled directors and officers.

~~Our~~From ~~articles~~time to time we may be subject to litigation, including potential stockholder derivative actions. Risks associated with legal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of ~~incorporation~~time. ~~allow~~We do not currently maintain directors’ and officers’ liability (“D&O”) insurance to cover such risk exposure for our ~~board~~directors and officers. Such insurance generally pays the expenses (including amounts paid to ~~create~~plaintiffs, ~~new~~fines ~~series~~and expenses including attorneys’ fees) of ~~preferred~~officers ~~stock~~and ~~without~~directors ~~further~~who ~~approval~~are bythe subject of a lawsuit as a result of their service to the company. If we obtain D&O insurance in the future, the amount of D&O insurance we obtain may not be adequate to cover such expenses should such a lawsuit occur, and our ~~stockholders~~deductibles may be higher than we may be able to pay. Applicable Nevada law provides for the indemnification of our directors, officers, employees and agents, under certain circumstances, for attorney’s fees and other expenses incurred by them in any litigation to which ~~could~~they ~~adversely~~become ~~affect~~a party resulting from their association with us or activities on our behalf. We are also obligated to pay the ~~rights~~expenses of such litigation for any of our directors, officers, employees or agents, upon such person’s promise to repay us, if it is ultimately determined that any such person shall not have been entitled to indemnification. Without adequate D&O insurance, the ~~holders~~amounts we pay to indemnify our officers and directors in connection with their being subject to legal action based on their service to the Company could have a material adverse effect on our financial condition, results of operations and liquidity. Further, our ~~common~~lack ~~stock~~of D&O insurance may make it difficult for us to retain and attract talented and skilled directors and officers, which could adversely affect our business.

~~Our~~We ~~board~~may offail ~~directors has the authority~~ to ~~fix~~recruit, ~~and~~train ~~determine the relative rights~~ and ~~preferences~~retain ~~of preferred stock. Our board of directors has~~ the ~~authority~~highly toskilled ~~issue~~employees ~~up to 10,000,000 shares of our preferred stock without further stockholder approval. As a result, our board of directors could authorize the issuance of additional series of preferred stock~~ that ~~would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends~~ are ~~distributed~~necessary to ~~the~~execute ~~holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of~~ our ~~common~~growth ~~stock~~strategy. In addition, our board of directors could authorize the issuance of a series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result in dilution to our existing stockholders. Although we have no present intention to issue any additional shares of preferred stock or to create any additional series of preferred stock, we may issue such shares in the future.

~~Future~~Competition ~~stock~~for ~~issuances~~key ~~could~~technical ~~cause~~personnel ~~substantial~~in ~~dilution~~high-technology ~~and~~industries asuch ~~decline~~as ours is intense. We believe that our future success depends in large part on our ~~stock~~ability ~~price~~to hire, train, retain and leverage the skills of qualified engineers and other highly skilled personnel needed to maintain and grow our network and related technology and develop and successfully implement our products and technology. We may not be as successful as our competitors at recruiting, training, retaining and utilizing these highly skilled personnel. In particular, we may have more difficulty attracting or retaining highly skilled personnel during periods of poor operating performance. Any failure to recruit, train and retain highly skilled employees could negatively impact our business and results of operations.

WeOur ~~expect~~agreement ~~to issue additional shares of common stock or other equity or debt securities convertible into shares of our common stock in connection~~ with ~~future~~Jet ~~financings~~Midwest ~~and~~Group, ~~compensatory~~LLC ~~arrangements,~~requires ~~and~~us ~~may~~to issue ~~additional~~to ~~shares~~it ofadditional ~~common~~capital stock orwhenever ~~other~~we ~~equity~~issue ~~securities~~any incapital ~~connection with acquisitions, litigation settlements or otherwise. In addition, a certain number of shares of our common~~ stock ~~are~~so ~~reserved~~that ~~for~~it ~~issuance~~maintains ~~upon~~ the ~~exercise~~same ofpercentage ~~stock~~ownership ~~options and other equity incentives. We may reserve additional shares~~ of our ~~common~~outstanding ~~stock~~capital ~~for issuance upon the exercise of~~ stock; ~~options or other similar forms of equity incentives. We cannot predict the size of future issuances or the effect, if any, that they may have on the market price for our common stock. Any of~~ these issuances ~~could~~will ~~result~~further indilute ~~substantial dilution to~~ our ~~existing~~other stockholders ~~and~~in ~~could~~connection ~~cause~~with ~~the~~each ~~trading price of our common~~ stock ~~to decline~~issuance.

On October 31, 2016, we entered a Services and Compensation Agreement with Jet Midwest Group, LLC. In consideration of the services to be provided by Jet Midwest Group, LLC, under that agreement, we issued to Jet Midwest Group, LLC shares of common stock representing 1.6% of our common stock outstanding at that date. The ~~industry~~agreement ~~within~~with ~~which~~Jet Midwest Group, LLC provides full ratchet anti-dilution protection to Jet Midwest Group, LLC. As a result, each time we ~~compete~~issue isadditional ~~highly~~shares ~~competitive~~of common stock or shares of another class or series of capital stock, ~~which~~we ~~may~~will ~~hinder~~issue to Jet Midwest Group, LLC without further consideration additional shares of our ~~ability~~common stock or other class or series of capital stock so that Jet Midwest Group, LLC will continue to ~~generate~~own ~~revenue~~1.6% of the outstanding shares of common stock and ~~may~~each ~~diminish~~other class or series of capital stock. Through August 31, 2018, we have issued, or committed to issue, an aggregate of 61 shares of common stock to Jet Midwest Group, LLC. After entering into the agreement with us, Jet Midwest Group, LLC sought protection from creditors under the bankruptcy code, which proceedings were subsequently dismissed. One of Jet Midwest Group, LLC’s creditors has demanded that shares of our ~~margins~~common stock to be issued under the anti-dilution right be issued to it instead of Jet Midwest Group, LLC. In light of this dispute and ongoing litigation between Jet Midwest Group, LLC and its creditors, the Company is evaluating its obligation to continue issuing shares to Jet Midwest Group, LLC.

~~The~~24 ~~broadband~~Table ~~wireless network industry within which we will compete is highly competitive. New developments in technology may negatively affect the development or licensing~~ of Infinitus, or make Infinitus uncompetitive or obsolete. Some of our competitors may be much larger companies with longer operating histories and substantially greater financial, technical, sales, marketing and other resources than we do, as well as greater name recognition. As a result, our competitors may be able to compete more aggressively and sustain that competition over a longer period of time than we could. Each of these competitors has the potential to capture market share in various markets, which could have a material adverse effect on our position in the industry and our financial results.Contents

WeAs ~~are~~a anresult, ~~“emerging~~each ~~growth~~time ~~company”~~we ~~and~~issue ~~any~~shares ~~decision~~for onfinancing, ~~our~~compensatory, ~~part~~acquisition toor ~~comply~~other ~~with~~purposes ~~certain~~(including ~~reduced~~the ~~disclosure~~issuance ~~requirements~~of ~~applicable~~additional shares to ~~emerging~~Apcentive ~~growth~~as ~~companies~~discussed ~~could~~below), ~~make~~ our ~~common~~stockholders ~~stock~~will ~~less~~incur ~~attractive~~even togreater ~~investors.~~dilution ~~When~~because weof ~~lose~~the ~~that~~additional ~~status,~~shares ~~there~~issued ~~will~~to beJet anMidwest ~~increase~~Group, ~~in the costs and demands placed upon management~~LLC.

We ~~are~~will ~~an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (the "JOBS Act") and, for as long as we continue to~~ be ~~an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies, including, but not limited to, not being~~ required to ~~comply~~issue ~~with~~682 ~~the~~shares ~~auditor attestation requirements~~ of ~~Section~~common ~~404~~stock ofto ~~the~~Apcentive ~~Sarbanes-Oxley Act~~if, ~~reduced disclosure obligations regarding executive compensation~~ in ~~our~~the ~~periodic~~three ~~reports~~years ~~and~~ending ~~proxy~~August ~~statements~~3, ~~and exemptions from the requirements of holding a nonbinding advisory vote regarding executive compensation~~2019, ~~and~~we ~~stockholder~~do ~~approval of any golden parachute payments~~ not ~~previously~~spend ~~approved.~~certain Inamounts ~~addition,~~on ~~Section~~matters ~~107~~relating ofto ~~the~~our ~~JOBS~~patent ~~Act~~and ~~provides that an emerging growth company can take advantage of~~ the ~~extended~~“Infinitus ~~transition~~Super ~~period~~Highway” ~~provided~~trademark inacquired ~~Section~~from ~~7(a)(2)(B) of the Securities Act of 1933~~Apcentive, ~~as amended (the “Securities Act”) for complying with new or revised accounting standards~~Inc.

22The ~~Table~~purchase agreement by which we acquired the original patent underlying Infinitus and “Infinitus Super Highway” trademark provides that we must issue an additional 682 shares of ~~Contents~~common stock to Apcentive if we do not spend, on matters relating to the patent and trademark, a cumulative total of $8 million on or before August 3, 2019. The purchase agreement requires that we spend at least $1 million on or before August 3, 2017 (which goal has been met), a total of at least $2 million on or before August 3, 2018 (which goal has been met) and a total of at least $5 million on or before August 3, 2019. The issuance of these shares would be dilutive to stockholders.

AnExercise emerging growth company can, therefore, delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may, therefore, not be comparable to those of companies that comply with such new or ~~revised~~conversion ~~accounting standards. We could be an emerging growth company until our fiscal year ending on August 31, 2018, although, if the market value~~ of ~~our~~warrants ~~common~~and ~~stock that is held by non-affiliates exceeds $700 million prior to that date or we issue more than $1 billion of non-~~convertible ~~debt~~securities ~~during a 3-year period, we would cease to be an “emerging growth company” earlier. We cannot predict if investors~~ will ~~determine~~dilute ~~that~~stockholders’ ~~our~~percentage ~~common stock is less desirable if we choose to rely on these exemptions. If some investors determine that our common stock is less desirable as a result~~ of ~~any choices to reduce future disclosure, there may be a less active trading market for our common stock and our stock price may be more volatile~~ownership.

~~When~~We wehave ~~lose~~issued ~~emerging~~convertible ~~growth~~securities, ~~company~~options ~~status~~and warrants to purchase shares of our common stock to our officers, wedirectors, ~~expect~~consultants and other stockholders. In the ~~costs~~future, we may grant additional options, warrants and ~~demands~~convertible ~~placed~~securities. ~~upon~~The ~~management~~exercise or conversion of options, warrants or convertible securities will dilute the percentage ownership of our stockholders, which may have a negative effect on the trading price of our common stock. The dilutive effect of the exercise or conversion of these securities may adversely affect our ability to ~~increase~~obtain additional capital. The holders of these securities may exercise or convert such options, aswarrants and convertible securities at a time when we would ~~have~~be able to ~~comply~~obtain ~~with~~ additional ~~disclosure~~equity capital on terms more favorable than such securities or when our common stock is trading at a price higher than the exercise or conversion price of the securities. The exercise or conversion of outstanding warrants, options and ~~accounting~~convertible ~~requirements~~securities will have a dilutive effect on the securities held by our stockholders.

~~Certain~~We ~~provisions~~have ofoutstanding ~~Nevada~~convertible ~~law~~notes ~~provide~~and ~~for~~convertible ~~indemnification~~preferred ofstock ~~our~~with ~~officers~~fluctuating ~~and~~conversion ~~directors~~rates atthat ~~our~~are ~~expense~~set ~~and~~at ~~limit~~a ~~their~~discount ~~liability,~~to ~~which~~market ~~may~~prices ~~result~~of inour acommon ~~major~~stock ~~cost~~during ~~to us and damage~~ the ~~interests~~period ofimmediately ~~our~~preceding ~~stockholders~~conversion, ~~because~~which ~~our resources~~ may beresult ~~expended~~in ~~for~~material ~~the~~dilution ~~benefit~~to of our ~~officers~~common ~~and/or directors~~stockholders.

~~Applicable~~As ~~Nevada~~of ~~law~~August ~~provides~~31, ~~for~~2018, we had outstanding unsecured convertible notes issued to a number of unrelated third parties in the ~~indemnification~~aggregate principal amount of approximately $1.84 million. These unsecured convertible notes are convertible into shares of our ~~directors,~~common ~~officers~~stock at a price per share equal to 70% of the lowest price at which our common stock traded during the 20 or 25 days preceding the conversion date. Additionally, ~~employees~~on ~~and~~May ~~agents~~29, ~~under~~2018, ~~certain~~we ~~circumstances~~completed a public offering of 8,000 ~~for~~units, ~~attorney~~each consisting of one share of the Company’s ~~fees~~Series A Convertible Preferred Stock and ~~other~~one ~~expenses~~Series ~~incurred~~1 bywarrant ~~them~~to inpurchase ~~any~~one ~~litigation~~share of Series A Convertible Preferred Stock, one Series 2 warrant to ~~which~~purchase ~~they~~one ~~become~~share aof ~~party~~Series ~~resulting~~A ~~from~~Convertible ~~their~~Preferred ~~association~~Stock ~~with~~and usone orSeries ~~activities~~3 onwarrant ~~our~~to ~~behalf.~~purchase Weone share of Series A Convertible Preferred Stock, each exercisable at an initial exercise price of $1,000 per share of Series A Convertible Preferred Stock The Series A Convertible Preferred Stock issued in the offering, and the additional shares of Series A Convertible Preferred Stock that may be issued upon exercise of the warrants, are also ~~obligated~~convertible into shares of our common stock at a price discounted to ~~pay~~the market price of our common stock. Conversions under these convertible securities have resulted, and will continue to result, in material dilution to existing stockholders of our company. Because the ~~expenses~~conversion prices of ~~such~~the ~~litigation~~notes ~~for~~and ~~any~~preferred stock are based upon the trading prices of our ~~directors,~~common ~~officers~~stock at the time of conversion, ~~employees~~the number of shares of common stock into which the notes and preferred stock may be converted may increase without an upper bound. If the trading prices of the common stock remains low when the conversion price of our remaining outstanding convertible notes and/or ~~agents~~preferred stock is determined, ~~upon~~we ~~such~~will ~~person’s~~be ~~promise~~required to ~~repay~~issue ~~us,~~a ifhigher itnumber isof ~~ultimately~~shares ~~determined~~of ~~that~~our ~~any~~common ~~such~~stock ~~person~~to ~~shall~~the ~~not~~converting ~~have~~noteholder ~~been~~or ~~entitled~~preferred tostockholder, ~~indemnification.~~which ~~These~~will ~~indemnity~~cause ~~obligations~~substantial ~~are~~additional ~~set~~dilution ~~forth~~to ~~more~~our ~~fully~~stockholders. inIn ~~indemnification~~addition, ~~agreements~~if ~~that~~any weor ~~have~~all ~~entered~~of ~~into~~the ~~with~~holders of our ~~officers~~convertible notes and/or ~~directors.~~preferred ~~This~~stock ~~indemnification~~convert ~~policy~~and then sell our common stock, this could result in ~~substantial~~an ~~expenditures~~imbalance byof ussupply and demand for our common stock and further reduce our stock price. The further our stock price declines, ~~which~~the further the adjustment of the conversion price will fall and the greater the number of shares we ~~would~~will behave ~~unable~~to issue upon conversion, resulting in further dilution to ~~recover~~our stockholders. Because a market price-based conversion formula can lead to dramatic stock price reductions and corresponding negative effects on both a company and its stockholders, convertible security financings with market price-based conversion ratios have colloquially been called “floorless,” “toxic,” “death spiral,” and “ratchet” convertibles.

We25 ~~have~~Table ~~been advised that, in the opinion~~ of the SEC, indemnification for liabilities arising under the federal securities laws is against public policy as expressed in the Securities Act and, therefore, unenforceable. In the event that a claim for indemnification against these types of liabilities, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, lawsuit or proceeding, is asserted by a director, officer or controlling person in connection with our securities being registered, 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 issue of whether such indemnification by us is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue. The legal process relating to this matter, if it were to occur, probably will be very costly and may result in us receiving negative publicity, either of which factors would probably materially reduce the market and price for our common stock.Contents

~~The~~Our ~~market~~articles of incorporation allow for our ~~common~~board ~~stock~~to iscreate ~~subject~~new toseries ~~the~~of ~~penny~~preferred stock ~~restrictions~~without further approval by our stockholders, which ~~result~~could inadversely ~~lack~~affect ofthe ~~liquidity~~rights ~~and~~of ~~make~~the ~~trading~~holders ~~difficult~~of orour ~~impossible~~common stock.

~~SEC~~Our ~~Rule~~board ~~15g-9~~of ~~establishes~~directors has the ~~definition~~authority ofto afix ~~“penny~~and ~~stock,”~~determine ~~for~~the ~~purposes~~relative ~~relevant~~rights toand ~~us,~~preferences asof anpreferred ~~equity~~stock. ~~security~~Our ~~that~~board ~~has~~of adirectors ~~market~~has ~~price~~the ofauthority ~~less~~to ~~than~~issue ~~$5.00~~up ~~per~~to ~~share~~10,000,000 orshares ~~with~~of anour ~~exercise~~preferred ~~price~~stock ofwithout ~~less~~further ~~than~~stockholder $5approval.00 ~~per~~As ~~share~~a result, ~~subject~~our toboard aof ~~limited~~directors ~~number~~could authorize the issuance of ~~exceptions.~~additional ~~Our~~series ~~common~~of preferred stock isthat ~~currently~~would ~~subject~~grant to holders the ~~penny~~preferred ~~stock~~right ~~rules~~to our assets upon liquidation, ~~and~~the itright isto ~~probable~~receive ~~that~~dividend ~~our~~payments before dividends are distributed to the holders of common stock ~~will~~and ~~continue~~the right to bethe ~~considered~~redemption toof bethe shares, together with a ~~penny~~premium, ~~stock~~prior ~~for~~to the ~~immediately~~redemption ~~foreseeable~~of ~~future~~our common stock. ~~This~~In ~~classification~~addition, ~~materially~~our ~~and~~board ~~adversely~~of ~~affects~~directors could authorize the ~~market~~issuance ~~liquidity~~of ~~for~~a series of preferred stock that has greater voting power than our common stock. ~~For~~or ~~any~~that ~~transaction~~is ~~involving~~convertible ainto ~~penny~~our common stock, ~~unless~~which ~~exempt,~~could decrease the ~~penny~~relative ~~stock~~voting ~~rules~~power ~~require~~of ~~that~~our acommon ~~broker-dealer~~stock ~~approve~~or aresult ~~person’s~~in ~~account~~dilution ~~for~~to ~~transactions~~our inexisting ~~penny~~stockholders. ~~stocks,~~Although ~~and~~we ~~the~~have ~~broker-dealer~~no ~~receive~~present ~~from~~intention ~~the~~to ~~investor~~issue aany ~~written~~additional ~~agreement~~shares toof ~~the~~preferred ~~transaction~~stock ~~setting~~or ~~forth~~to ~~the~~create ~~identity~~any ~~and~~additional ~~quantity~~series of ~~the~~preferred ~~penny~~ stock, towe bemay ~~purchased~~issue such shares in the future.

ToFuture ~~approve~~stock aissuances ~~person’s~~could ~~account~~cause ~~for~~substantial ~~transactions~~dilution ~~in penny stocks, the broker-dealer must obtain financial information, investment experience~~ and ~~objectives of that person and make~~ a ~~reasonable~~decline ~~determination that transactions~~ in ~~penny~~our ~~stocks~~stock ~~are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks~~price.

23We ~~Table~~expect to issue additional shares of ~~Contents~~common stock or other equity or debt securities convertible into shares of our common stock in connection with future financings and compensatory arrangements, and may issue additional shares of common stock or other equity securities in connection with acquisitions, litigation settlements or otherwise. In addition, a certain number of shares of our common stock are reserved for issuance upon the exercise of stock options and other equity incentives. We may reserve additional shares of our common stock for issuance upon the exercise of stock options or other similar forms of equity incentives. We cannot predict the size of future issuances or the effect, if any, that they may have on the market price for our common stock. Any of these issuances could result in substantial dilution to our existing stockholders and could cause the trading price of our common stock to decline.

~~The~~Conversion ~~broker-dealer~~of ~~must~~our ~~also~~Series ~~deliver,~~A ~~prior~~Convertible toPreferred ~~any~~Stock ~~transaction~~(the in“Preferred aStock”) ~~penny~~will ~~stock,~~dilute athe ~~disclosure~~ownership ~~schedule~~interest ~~prepared~~of byour ~~the~~existing ~~SEC~~stockholders, ~~relating~~including toholders ~~the~~who ~~penny~~had ~~stock~~previously ~~market,~~converted ~~which,~~their inPreferred ~~highlight form, sets forth:~~Stock.

·Issuance ~~the~~of ~~basis~~shares onof ~~which~~common ~~the~~stock ~~broker-dealer~~upon ~~made~~conversion of shares of Preferred Stock will dilute the ~~suitability~~ownership ~~determination~~interest of our existing stockholders. Further, ~~and ·~~any ~~that~~sales in the ~~broker-dealer~~public ~~received~~market aof ~~signed~~our common stock issuable upon such conversions could adversely affect prevailing market prices of our common stock. In addition, ~~written~~the ~~agreement~~existence ~~from~~of the ~~investor~~Preferred ~~prior~~Stock and warrants to purchase Preferred Stock may encourage short selling by market participants because the ~~transaction.~~conversion of the Preferred Stock could depress the price of our common stock.

~~Disclosure~~On ~~also~~August ~~has~~24, to2018, bewe ~~made~~implemented ~~about~~a ~~the~~30,000-for-1 ~~risks~~reverse ~~of investing in penny~~ stock insplit ~~both~~of ~~public~~our ~~offerings~~common ~~and~~stock. inIf ~~secondary~~the ~~trading~~market ~~and~~price ~~commissions~~of ~~payable~~our ~~to,~~common ~~both~~stock ~~the~~declines ~~broker-dealer~~following ~~and~~ the ~~registered~~reverse ~~representative,~~stock ~~current quotations for the securities~~split, ~~and~~ the ~~rights~~percentage ~~and~~decline ~~remedies~~may ~~available~~be togreater anthan ~~investor~~would inoccur ~~cases of fraud~~ in ~~penny~~the ~~stock~~absence ~~transactions.~~of ~~Monthly~~a ~~statements~~reverse ~~must be sent disclosing recent price information for the penny~~ stock ~~held~~split, ~~in the account~~ and ~~information~~we onmay ~~the~~effect ~~limited~~additional ~~market~~reverse ~~in penny stocks~~splits.

~~Because~~The reverse stock split of ~~these~~our ~~regulations,~~outstanding ~~broker-dealers~~common ~~may~~stock ~~desire~~was intended to ~~not~~increase ~~engage~~the inmarket price of our common stock. However, the ~~necessary~~effect ~~paperwork~~of ~~and~~a ~~disclosures~~reverse ~~required~~stock tosplit ~~sell~~upon the market price of our common stock cannot be predicted with certainty, and ~~broker-dealers~~the ~~may~~results ~~encounter~~of ~~difficulties~~reverse stock splits by companies in ~~their~~similar ~~attempt~~circumstances tohave ~~sell~~been ~~our~~varied. ~~common~~It ~~stock,~~is ~~which~~not ~~may~~uncommon ~~affect~~for the ~~ability~~market price of ~~holders~~a tocompany’s ~~sell our~~ common stock to decline in the ~~secondary~~period ~~market~~following ~~and~~a ~~have~~reverse ~~the~~stock ~~effect~~split, ofas ~~reducing~~ours ~~trading~~has ~~activity~~done. inIf the ~~secondary~~ market price of our common stock. ~~These~~declines ~~additional~~further, ~~sales~~the ~~practice~~percentage ~~and~~decline ~~disclosure~~may ~~requirements~~be ~~could~~greater ~~impede~~than would occur in the ~~sale~~absence of ~~our~~a ~~common~~reverse stock split. ~~In addition~~Additionally, ~~the~~our ~~liquidity~~amended articles of incorporation authorize our ~~common~~board ~~stock~~of ~~may~~directors, ~~decrease~~without the consent of our stockholders, ~~with~~to aeffect ~~corresponding~~up ~~decrease~~to infour ~~the~~additional ~~price~~reverse stock splits of our ~~common~~issued ~~stock.~~and ~~Our~~outstanding common stock, each in ~~all~~a ~~probability,~~ratio ~~will~~of ~~continue~~up to 30,000-to-1. There is no assurance that any additional reverse stock splits we effect will be ~~subject~~successful toin ~~such~~raising ~~penny~~our stock ~~rules~~price ~~for~~or that the ~~foreseeable~~reverse ~~future~~split ~~and~~will not cause an actual decline in the value of our ~~stockholders~~outstanding ~~will,~~common ~~quite~~stock. ~~probably~~Accordingly, ~~have~~the ~~difficulty~~total ~~selling~~market capitalization of our common stock after a reverse stock split may be lower than the total market capitalization before the reverse stock split.

WeCertain doprovisions ~~not~~of ~~intend~~Nevada law provide for indemnification of our officers and directors at our expense and limit their liability, which may result in a major cost to ~~pay~~us ~~cash~~and ~~dividends~~damage onthe interests of our ~~common~~stockholders, ~~stock~~because our resources may be expended for the ~~foreseeable~~benefit ~~future~~of our officers and/or directors.

WeApplicable ~~have~~Nevada ~~not~~law ~~paid~~provides for the indemnification of our directors, officers, employees and agents, under certain circumstances, for attorney’s fees and other expenses incurred by them in any ~~dividends~~litigation to which they become a party resulting from their association with us or activities on our ~~common~~behalf. ~~stock~~We are also obligated to pay the expenses of such litigation for any of our directors, ~~and~~officers, weemployees or agents, upon such person’s promise to repay us, if it is ultimately determined that any such person shall not have nobeen ~~plans~~entitled to ~~pay~~indemnification. ~~dividends~~These onindemnity obligations are set forth more fully in indemnification agreements that we have entered into with our ~~common~~officers ~~stock~~and directors. This indemnification policy could result in ~~the~~substantial ~~foreseeable~~expenditures ~~future~~by us, which we would be unable to recover.

We26 ~~intend~~Table ~~to retain earnings, if any, to provide funds for the operation~~ of our business. Therefore, we cannot provide any assurance that holders of our common stock will receive any cash dividends on their shares of our common stock until we have funds which our board of directors determines can be allocated to dividends.Contents

~~Sales~~We ofhave ~~our~~been ~~common~~advised ~~stock~~that, in ~~reliance~~the onopinion ~~Rule~~of ~~144~~the ~~may~~SEC, ~~reduce~~indemnification ~~prices~~for liabilities arising under the federal securities laws is against public policy as expressed in the Securities Act and, therefore, unenforceable. In the event that ~~market~~a claim for indemnification against these types of liabilities, other than the payment by us of expenses incurred or paid by a ~~material~~director, ~~amount~~officer or controlling person in the successful defense of any action, lawsuit or proceeding, is asserted by a director, officer or controlling person in connection with our securities being registered, 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 issue of whether such indemnification by us is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue. The legal process relating to this matter, if it were to occur, probably will be very costly and may result in us receiving negative publicity, either of which factors would probably materially reduce the market and price for our common stock.

AThe ~~significant~~market ~~number~~for ~~of the outstanding shares of~~ our common stock ~~are~~is ~~“restricted~~subject ~~securities” within the meaning of Rule 144 under the Securities Act. As restricted securities, those shares may be resold only pursuant~~ to ~~an effective registration statement or pursuant to~~ the ~~requirements~~penny ofstock ~~Rule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides in essence that an affiliate (i.e.~~restrictions, anwhich ~~officer,~~result ~~director or control person) who has held restricted securities for a prescribed period may, under certain conditions, sell every three months,~~ in ~~brokerage~~lack ~~transactions, a number~~ of ~~shares~~liquidity ~~that~~and ~~does~~make ~~not exceed 1.0% of the issuer’s outstanding common stock. The alternative limitation on the number of shares that may be sold by an affiliate, which is related to the average weekly~~ trading ~~volume~~difficult ~~during~~or the four calendar weeks prior to the sale is not available to stockholders of companies whose securities are not traded on an “automated quotation system”; because the OTCQB is not such a system, market-based volume limitations are not available for holders of our securities selling under Rule 144impossible.

~~Pursuant~~SEC toRule 15g-9 establishes the ~~provisions~~definition of ~~Rule~~a ~~144~~“penny stock,” ~~there~~for ispurposes norelevant ~~limit~~to onus, ~~the~~as ~~number~~an ofequity ~~restricted~~security ~~securities~~ that ~~may~~has bea ~~sold~~market byprice aof ~~non-affiliate~~less (ithan $5.~~e.,~~00 aper ~~stockholder~~share ~~who~~or ~~has~~with ~~not~~an ~~been~~exercise anprice ~~officer,~~of ~~director~~less orthan ~~control~~$5.00 ~~person~~per ~~for~~share, atsubject ~~least~~to 90a ~~consecutive~~limited ~~days~~number ~~before~~of ~~the~~exceptions. ~~date~~Our ofcommon ~~the~~stock ~~proposed~~is ~~sale)~~currently ~~after~~subject to the ~~restricted~~penny ~~securities~~stock ~~have~~rules, ~~been~~and ~~held~~it byis ~~the~~probable ~~owner~~that ~~for~~our acommon ~~prescribed~~stock ~~period,~~will ~~although~~continue ~~there~~to ~~may~~be considered to be ~~other~~a ~~limitations~~penny ~~and/or~~stock ~~criteria~~for tothe ~~satisfy~~immediately foreseeable future. AThis ~~sale~~classification ~~pursuant~~materially toand ~~Rule~~adversely ~~144~~affects orthe ~~pursuant~~market toliquidity ~~any~~for ~~other~~our ~~exemption~~common ~~from~~stock. ~~the~~For ~~Securities~~any ~~Act~~transaction involving a penny stock, ifunless ~~available~~exempt, orthe ~~pursuant~~penny tostock ~~registration~~rules ofrequire ~~shares~~that ofa ~~our~~broker-dealer ~~common~~approve ~~stock~~a ~~held~~person’s byaccount ~~our~~for ~~stockholders~~transactions in penny stocks, ~~may~~and ~~reduce~~the broker-dealer receive from the ~~price~~investor ofa ~~our~~written ~~common~~agreement ~~stock~~to inthe ~~any~~transaction ~~market~~setting ~~that~~forth ~~may~~the ~~develop~~identity and quantity of the penny stock to be purchased.

~~The~~To ~~price~~approve a person’s account for transactions in penny stocks, the broker-dealer must obtain financial information, investment experience and objectives of ~~our~~that ~~common~~person ~~stock~~and ~~may~~make bea ~~volatile~~reasonable determination that transactions in penny stocks are suitable for that person and ~~the~~that ~~value~~person has sufficient knowledge and experience in financial matters to be capable of ~~our~~evaluating ~~common~~the ~~stock~~risks ~~could~~of ~~decline.~~transactions in penny stocks.

The ~~trading~~broker-dealer ~~price~~must ofalso ~~our common stock has been~~deliver, ~~and~~prior isto ~~expected~~any totransaction ~~continue~~in toa bepenny stock, ~~volatile.~~a ~~The~~disclosure ~~trading~~schedule ~~price~~prepared ofby ~~our~~the ~~common~~Securities ~~stock~~and ~~may~~Exchange ~~fluctuate~~Commission ~~widely~~(the in“SEC”) ~~response~~relating to ~~various~~the ~~factors,~~penny ~~many~~stock ofmarket, which, ~~are~~in ~~beyond~~highlight ~~our~~form, ~~control.~~sets ~~They include~~forth:

24· ~~Table~~the ofbasis ~~Contents~~on which the broker-dealer made the suitability determination, and · that the broker-dealer received a signed, written agreement from the investor prior to the transaction.

·Disclosure ~~airline~~also ~~industry~~has ~~or general market conditions; · domestic and international economic factors unrelated~~ to ~~our~~be ~~performance; ·~~made ~~changes~~about inthe ~~technology; ·~~risks ~~any inability to timely and efficiently roll out Infinitus or other components~~ of ~~our~~investing ~~technology roadmap; · any inability to sufficiently execute our growth strategy; · new regulatory pronouncements and changes~~ in ~~regulatory~~penny ~~guidelines; ·~~stock ~~actual or anticipated fluctuations~~ in ~~our~~both ~~quarterly~~public ~~operating~~offerings ~~results; ·~~and ~~changes~~ in orsecondary ~~failure~~trading toand ~~meet~~commissions ~~publicly~~payable ~~disclosed expectations as~~ to, ~~our~~both ~~future~~the ~~financial~~broker-dealer ~~performance; · changes in securities analysts’ estimates of our financial performance or lack of research~~ and ~~reports~~the byregistered ~~industry analysts; · action by institutional stockholders or other large stockholders~~representative, ~~including~~current ~~future~~quotations ~~sales; ·~~for ~~speculation in~~ the ~~press~~securities orand ~~investment~~the ~~community; ·~~rights ~~investor~~and ~~perception~~remedies ofavailable usto ~~and~~an ~~our~~investor ~~industry; · changes~~ in ~~market~~cases ~~valuations or earnings~~ of ~~similar~~fraud companies; · announcements by us or our competitors of significant products, contracts, acquisitions or strategic partnerships; · developments or disputes concerning patents or proprietary rights, including increases or decreases in ~~litigation~~penny ~~expenses~~stock ~~associated~~transactions. ~~with~~Monthly ~~intellectual~~statements ~~property~~must ~~lawsuits we may initiate, or in which we may~~ be ~~named~~sent asdisclosing ~~defendants; ·~~recent ~~failure~~price toinformation ~~complete~~for ~~significant~~the ~~sales; ·~~penny ~~any future sales of our common~~ stock orheld ~~other~~in ~~securities; ·~~the ~~obtaining~~account aand ~~FCC~~information ~~license;~~on ~~and ·~~the ~~additions~~limited ormarket ~~departures~~in ofpenny ~~key personnel~~stocks.

InBecause ~~addition~~of these regulations, broker-dealers may desire to not engage in the ~~stock~~necessary ~~markets~~paperwork ~~have~~and ~~experienced~~disclosures ~~extreme~~required ~~price~~to sell our common stock, and ~~volume~~broker-dealers ~~fluctuations~~may encounter difficulties in ~~recent~~their ~~years~~attempt ~~that~~to ~~have~~sell ~~affected~~our ~~and~~common ~~continue~~stock, towhich may affect the ~~market~~ability ~~prices~~ of ~~equity~~holders ~~securities~~to ofsell ~~many~~our ~~technology~~common ~~companies.~~stock ~~Stock~~in ~~prices~~the ofsecondary ~~many~~market ~~such~~and ~~companies~~ have ~~fluctuated~~the ineffect aof ~~manner~~reducing ~~unrelated~~trading oractivity ~~disproportionate~~in to the ~~operating~~secondary ~~performance~~market of ~~those~~our ~~companies~~common stock. These ~~broad~~additional ~~market~~sales ~~fluctuations~~practice ~~may~~and ~~adversely~~disclosure ~~affect~~requirements ~~the~~could ~~trading~~impede ~~price~~the sale of our common stock. In ~~the past~~addition, ~~following~~the ~~periods~~liquidity of ~~volatility~~our incommon ~~the~~stock ~~market~~may ~~price~~decrease, ofwith a ~~company’s~~corresponding ~~securities,~~decrease ~~class~~in ~~action~~the ~~litigation~~price ~~has~~of ~~often~~our ~~been~~common ~~instituted against such company~~stock. ~~Any~~Our ~~litigation~~common ofstock, ~~this~~in ~~type~~all ~~brought~~probability, ~~against~~will uscontinue ~~could~~to ~~result~~be insubject ~~substantial~~to ~~costs~~such ~~and~~penny astock ~~diversion~~rules offor ~~our~~the ~~management’s~~foreseeable ~~attention~~future and ~~resources,~~our ~~which~~stockholders ~~would~~will, ~~harm~~quite ~~our business~~probably, ~~operating~~have ~~results~~difficulty ~~and~~selling ~~financial~~our ~~condition~~common stock.

2527 Table of Contents

~~Item~~We ~~1B.~~do ~~Unresolved~~not ~~Staff~~intend ~~Comments~~to pay cash dividends on our common stock for the foreseeable future.

~~None~~We have not paid any dividends on our common stock, and we have no plans to pay dividends on our common stock in the foreseeable future.

~~Item~~We 2intend to retain earnings, if any, to provide funds for the operation of our business. ~~Properties~~Therefore, we cannot provide any assurance that holders of our common stock will receive any additional cash dividends on their shares of our common stock until we have funds which our board of directors determines can be allocated to dividends.

~~Description~~Sales of ~~Property~~our common stock in reliance on Rule 144 may reduce prices in that market by a material amount.

WeA ~~presently~~significant ~~lease~~number aof ~~1,500~~the ~~square~~outstanding ~~foot~~shares of ~~office~~our ~~space~~common instock aare ~~business~~“restricted ~~park~~securities” inwithin ~~Simi~~the ~~Valley,~~meaning ~~California~~of Rule 144 under athe ~~lease~~Securities ~~agreement~~Act. As restricted securities, those shares may be resold only pursuant to an effective registration statement or pursuant to the ~~terms~~requirements of ~~which~~Rule ~~expire~~144 onor ~~August~~other ~~31,~~applicable ~~2019~~exemptions from registration under the Securities Act and as required under applicable state securities laws. ~~Our~~Rule ~~current~~144 ~~monthly~~provides ~~rent~~in essence that an affiliate (i.e., an officer, director or control person) who has held restricted securities for ~~this~~a ~~space~~prescribed isperiod $1may,~~802~~ under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed 1.500% of the issuer’s outstanding common stock. AsThe wealternative ~~expand~~limitation ~~our~~on ~~business~~the ~~operations,~~number weof ~~anticipate~~shares that wemay ~~will~~be ~~need~~sold by an affiliate, which is related to ~~lease~~the ~~additional~~average ~~office~~weekly ~~space~~trading volume during the four calendar weeks prior to the sale is not available to stockholders of companies whose securities are not traded on an “automated quotation system”; because the OTC Pink is not such a system, market-based volume limitations are not available for holders of our securities selling under Rule 144.

~~Item~~Pursuant 3to the provisions of Rule 144, there is no limit on the number of restricted securities that may be sold by a non-affiliate (i.e., ~~Legal~~a ~~Proceedings~~stockholder who has not been an officer, director or control person for at least 90 consecutive days before the date of the proposed sale) after the restricted securities have been held by the owner for a prescribed period, although there may be other limitations and/or criteria to satisfy. A sale pursuant to Rule 144 or pursuant to any other exemption from the Securities Act, if available, or pursuant to registration of shares of our common stock held by our stockholders, may reduce the price of our common stock in any market that may develop.

~~From~~The ~~time~~price ~~to time we may become involved in various legal proceedings that arise in the ordinary course~~ of ~~business, including actions related to~~ our ~~intellectual~~common ~~property.~~stock ~~Although~~may ~~the outcomes of these legal proceedings cannot~~ be ~~predicted~~volatile ~~with~~and ~~certainty,~~the wevalue ~~are currently not aware~~ of ~~any such legal proceedings or claims that we believe, either individually or in the aggregate, will have a material adverse effect on~~ our ~~business,~~common ~~financial~~stock ~~condition~~could ~~or results of operations~~decline.

~~Item~~The 4trading price of our common stock has been, and is expected to continue to be, volatile. ~~Mine~~The ~~Safety~~trading ~~Disclosures~~price of our common stock may fluctuate widely in response to various factors, many of which are beyond our control. They include:

~~Not~~· ~~applicable.~~airline industry or general market conditions; · domestic and international economic factors unrelated to our performance; · changes in technology; · any inability to timely and efficiently roll out Infinitus or other components of our technology roadmap; · any inability to sufficiently execute our growth strategy; · new regulatory pronouncements and changes in regulatory guidelines; · actual or anticipated fluctuations in our quarterly operating results; · changes in or failure to meet publicly disclosed expectations as to our future financial performance; · changes in securities analysts’ estimates of our financial performance or lack of research and reports by industry analysts; · action by institutional stockholders or other large stockholders, including future sales;

2628 Table of Contents

~~PART~~· IIspeculation in the press or investment community; · investor perception of us and our industry; · changes in market valuations or earnings of similar companies; · announcements by us or our competitors of significant products, contracts, acquisitions or strategic partnerships; · developments or disputes concerning patents or proprietary rights, including increases or decreases in litigation expenses associated with intellectual property lawsuits we may initiate, or in which we may be named as defendants; · failure to complete significant sales; · any future sales of our common stock or other securities; · obtaining a FCC license; and · additions or departures of key personnel.

~~Item~~In 5addition, the stock markets have experienced extreme price and volume fluctuations in recent years that have affected and continue to affect the market prices of equity securities of many technology companies. ~~Market~~Stock ~~for~~prices ~~Registrant~~of many such companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. These broad market fluctuations may adversely affect the trading price of our common stock. In the past, following periods of volatility in the market price of a company’s ~~Common Equity~~securities, ~~Related~~class ~~Stockholder~~action ~~Matters~~litigation has often been instituted against such company. Any litigation of this type brought against us could result in substantial costs and ~~Issuer~~a ~~Purchases~~diversion of ~~Equity~~our ~~Securities~~management’s attention and resources, which would harm our business, operating results and financial condition.

~~Our~~Item ~~common stock is quoted for trading on the OTCQB under the symbol “ABWN~~1B.” ~~Our~~Unresolved ~~stock~~Staff ~~first traded on October 19, 2015~~Comments. The following table sets forth the high and low bid prices for our common stock for the periods indicated. Such quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions.

	Low		High
Fiscal Year Ending August 31, 2017
First Quarter	$	0.71	$	1.04
Second Quarter	$	0.71	$	4.07
Third Quarter	$	1.61	$	3.21
Fourth Quarter	$	1.53	$	2.56
Fiscal Year Ended August 31, 2016
First Quarter	$	0.10	$	0.11
Second Quarter	$	0.11	$	0.11
Third Quarter	$	0.11	$	0.11
Fourth Quarter	$	0.11	$	1.02

None.

OnItem ~~November 10, 2017, the high and low bid prices for our common stock on the OTCQB were $1~~2.31 ~~and $1~~Properties.19 respectively. As of October 31, 2017, there were 91,698,421 shares of our common stock outstanding held by approximately 321 holders of record. The actual number of stockholders is greater than the number of record holders because the actual number includes stockholders who are beneficial owners but whose shares are held in street name by banks, brokers and other nominees.

~~Stock~~Description ~~Performance~~of ~~Graph~~Property

~~The~~We ~~following~~presently ~~graph~~lease ~~compares~~a ~~our~~1,500 ~~cumulative~~square ~~total~~foot ~~shareholder return for each past fiscal year~~ of ~~the~~office ~~Company,~~space ~~beginning~~in ona ~~October~~business ~~19,~~park ~~2015,~~in ~~the~~Simi ~~date our common stock first began trading~~Valley, ~~with~~California ~~the~~under ~~NASDAQ Composite – Total Returns Index and~~ a ~~peer~~lease ~~group~~agreement (the ~~“Peer~~terms ~~Group”)~~of ~~comprised~~which ofexpire ~~certain~~on ~~companies~~August in31, ~~the~~2019. ~~broader~~Our ~~telecommunications~~current ~~industry~~monthly ~~and~~rent ~~with~~for ~~which~~this wespace ~~generally~~is ~~compete~~$1,856.50 ~~The~~. ~~Peer~~As ~~Group~~we isexpand ~~comprised~~our ofbusiness ~~Gogo Inc.~~operations, ~~Towerstream~~we ~~Corp.,~~anticipate ~~Boingo~~that ~~Wireless~~we ~~Inc.,~~will ~~Global~~need ~~Eagle~~to ~~Entertainment~~lease ~~Inc.,~~additional ~~Intelsat~~office Sspace.~~A., Iridium Communications Inc.~~

27Item ~~Table~~3. ofLegal ~~Contents~~Proceedings.

~~Comparison~~From time to time we may become involved in various legal proceedings that arise in the ordinary course of 23business, ~~Month~~including ~~Cumulative~~actions ~~Total~~related ~~Return~~to our intellectual property. Although the outcomes of these legal proceedings cannot be predicted with certainty, other than as set forth below, we are currently not aware of any such legal proceedings or claims that we believe, either individually or in the aggregate, will have a material adverse effect on our business, financial condition or results of operations.

~~Assumes~~29 ~~Initial~~Table ~~Investment~~ of ~~$100 (1)~~Contents

~~August~~On ~~2017~~January 2, 2018, the Company, J. Edward Daniels, the Company’s transfer agent and certain other individuals were named as defendants in a lawsuit filed in the Central District of California captioned The Alliance for Education, Inc. v. Airborne Wireless Network, Inc. et al., Case No. 2:18-cv-20. The complaint makes fraud and conversion claims against the defendants, alleging that the defendants wrongfully deprived the plaintiff of certain stock certificates representing shares of the Company’s common stock, and seeks monetary damages, a judicial declaration regarding the ownership of the share certificates at issue, an injunction that the certificates at issue be returned or reissued to the plaintiff and costs and attorneys’ fees. The outcome of this lawsuit is uncertain. The Company believes that the claims asserted are without merit.

(On February 1), ~~Further~~2018, ~~assumes~~the Company and Marius de Mos, an executive officer of the Company, Apcentive and certain other individuals were named as defendants in a lawsuit filed in the Superior Court of California, County of Orange, captioned Brian Cafferty v. Apcentive, Inc., Airborne Wireless Network, Robert Bruce Harris, Marius de Mos and Joseph Lai, Case No. 30-2017-00909113. The complaint alleged breach of contract, conversion, breach of fiduciary duty and other claims against certain of the defendants, alleging that such ~~amount~~defendants acted wrongfully in connection with the plaintiff’s prior service as an employee of Apcentive. The claims against the Company and Mr. de Mos related only to the issuance of shares by the Company to Apcentive in connection with the Company’s purchase of Apcentive’s patent in August 2016. The complaint sought a judicially rendered accounting from the Company, a judgment voiding the transaction between Apcentive and the Company and disgorgement of the Company stock held by Apcentive, if any. On August 2, 2018, the parties to the proceeding entered into a settlement agreement in which the respective complaints against each party, including Apcentive’s and Mr. Cafferty’s claims against one another as well as Mr. Cafferty’s claims against the Company, have been resolved for no exchange of monetary consideration. The Company continues to believe the lawsuit was ~~invested~~brought without merit. The suit was subsequently dismissed with prejudice on ~~October~~August 193, ~~2015~~2018.

	October 19, 2015		August 31, 2016		August 31, 2017
Airborne Wireless Network	$	100.00	$	836.36	$	1,536.36
NASDAQ Composite-Total Returns	$	100.00	$	107.51	$	134.10
Composite Peer Group Index	$	100.00	$	40.72	$	34.92

On October 17, 2018, Troy Gould PC, the Company’s corporate counsel prior to August 2017, filed a complaint against the Company in the Superior Court of California County of Los Angeles for breach of contract for unpaid legal fees. Troy Gould PC is seeking $71,960.50 in unpaid legal fees plus daily interest of $19.72 per day. The outcome of this lawsuit is uncertain. The Company believes that the claims asserted are without merit.

~~Dividend~~Item ~~Policy~~4. Mine Safety Disclosures.

WeNot ~~have never declared or paid dividends on our capital stock~~applicable. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. We do not anticipate paying any dividends on our capital stock in the foreseeable future. Investors should not purchase our securities with the expectation of receiving cash dividends. Any future determination related to our dividend policy will be made at the discretion of our board of directors, subject to limitations imposed by Nevada law regarding the ability of corporations to pay dividends, and will depend upon, among other factors, our results of operations, financial condition, capital requirements, contractual restrictions, business prospects and other factors our board of directors may deem relevant.

2830 Table of Contents

~~Equity~~PART ~~Compensation Plans~~ II

~~The~~Item ~~following~~5. ~~table~~Market ~~provides~~for ~~information as of August 31, 2017, regarding shares of common stock that may be issued under the Company~~Registrant’s ~~equity~~Common ~~compensation~~Equity, ~~plans.~~Related ~~Information~~Stockholder isMatters ~~included for both equity compensation plans approved by the Company’s stockholders~~ and ~~not~~Issuer ~~approved~~Purchases byof ~~the~~Equity ~~Company’s stockholders~~Securities.

	(a)		(b)		(c)
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders		-		-		10,000,000(1)
Equity compensation plans not approved by security holders		28,350,000(2)	$	1.33		-
Total		28,350,000	$	1.33		10,000,000

Our common stock is quoted for trading on the OTC Pink under the symbol “ABWN.” Our stock first traded on October 19, 2015. Any over-the-counter quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions.

~~_________~~As of November 8, 2018, there were approximately 309 holders of record of the Company’s common stock. The actual number of stockholders is greater than the number of record holders because the actual number includes stockholders who are beneficial owners but whose shares are held in street name by banks, brokers and other nominees.

(1)	Represents shares available for issuance in connection with incentive stock options and non-qualified options under the Airborne Wireless Network 2017 Stock Option Plan.
(2)	Represents options to purchase common stock granted to employees not pursuant to the terms of a plan.

Dividend Policy

~~Recent~~We ~~Sales~~have never declared or paid dividends on our capital stock. We currently intend to retain all available funds and any future earnings to fund the development and growth of ~~Unregistered~~our ~~Securities~~business. We do not anticipate paying any dividends on our capital stock in the foreseeable future. Investors should not purchase our securities with the expectation of receiving cash dividends. Any future determination related to our dividend policy will be made at the discretion of our board of directors, subject to limitations imposed by Nevada law regarding the ability of corporations to pay dividends, and will depend upon, among other factors, our results of operations, financial condition, capital requirements, contractual restrictions, business prospects and other factors our board of directors may deem relevant.

OnEquity orCompensation about October 12, 2016, we sold to an individual 312,500 shares of our common stock, for a total purchase price of $250,000. Additionally, pursuant to that transaction, we granted to the purchaser of those shares a warrant to purchase, for a period of one year, up to an additional 312,500 shares of our common stock at a price of $1.25 per share. The issuance of the foregoing securities is not subject to the registration requirements of the Securities Act, pursuant to Regulation S. No directed selling efforts were made in the United States, the investor was not a U.S. person, and the investor represented that it understands the securities would not be registered under the Securities Act.Plans

OnThe orfollowing ~~about~~table ~~October~~provides ~~24,~~information ~~2016,~~as ~~we sold to an individual a unit which consists~~ of ~~(i)~~August ~~312~~31,~~500~~ ~~shares of our common stock and (ii) one 1-year warrant to purchase 312~~2018,~~500~~ regarding shares of ~~our~~ common stock atthat amay ~~price~~be ofissued ~~$1.25~~under ~~per~~the ~~share,~~Company’s ~~for~~equity acompensation ~~total purchase price of $250,000~~plans. ~~The~~Information ~~purchaser represented that he~~ is anincluded ~~accredited~~for ~~investor~~both ~~and~~equity ~~the~~compensation ~~foregoing~~plans ~~units~~approved ~~were~~by ~~issued in reliance upon an exemption from~~ the ~~registration~~Company’s ~~requirements~~stockholders ofand ~~the~~not ~~Securities~~approved ~~Act, pursuant to that exemption specified~~ by the ~~provisions~~Company’s ~~of Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D~~stockholders.

On or about October 25, 2016, we sold to an individual a unit which consists of (i) 10,000 shares of our common stock and (ii) one 1-year warrant to purchase 10,000 shares of our common stock at a price of $1.25 per share, for a total purchase price of $8,000. The purchaser represented that he is an accredited investor and the foregoing units were issued in reliance upon an exemption from the registration requirements of the Securities Act, pursuant to that exemption specified by the provisions of Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.

	(a)			(b)		(c)
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights			Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders		16	⁽²⁾	$	59,400		334	⁽¹⁾
Equity compensation plans not approved by security holders		946	⁽³⁾	$	39,900		-
Total		962		$	40,224		334

On__________ or about October 26, 2016, as compensation for services to be provided, we issued to ZapZorn Inc. 150,000 shares of our common stock valued at $1.00 per share. ZapZorn represented that it is an accredited investor and the foregoing units were issued in reliance upon an exemption from the registration requirements of the Securities Act, pursuant to that exemption specified by the provisions of Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.

29 Table of Contents

(1)	Represents shares available for issuance in connection with incentive stock options and non-qualified options under the Airborne Wireless Network 2017 Stock Option Plan.
(2)	Represents options to purchase common stock granted to directors pursuant to the Airborne Wireless Network 2017 Stock Option Plan.
(3)	Represents options to purchase common stock granted to employees not pursuant to the terms of a plan.

On31 orTable ~~about October 27, 2016, as compensation for services to be provided, we issued to Jet Midwest Group, LLC 1,250,000 shares~~ of our common stock, which represented 1.6% of our outstanding common stock. Jet Midwest Group LLC represented that it is an accredited investor and the foregoing units were issued in reliance upon an exemption from the registration requirements of the Securities Act, pursuant to that exemption specified by the provisions of Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. Contents

OnRecent orSales ~~about November 2, 2016, as compensation for services, we issued to IRTH Communications, LLC, 125,000 shares~~ of ~~our~~Unregistered ~~common stock. IRTH represented that it is an accredited investor and the foregoing units were issued in reliance upon an exemption from the registration requirements of the~~ Securities ~~Act, pursuant to that exemption specified by the provisions of Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.~~

On or about ~~November~~September 161, ~~2016~~2017, aswe ~~compensation~~sold ~~for~~to ~~services,~~an weindividual ~~issued~~a tounit ~~Eurasian~~which ~~Capital,~~consists ~~LLC~~of ~~13,518~~(i) 7 shares of our common stock. ~~Eurasian~~and ~~Capital~~(ii) ~~LLC~~a ~~represented~~3-year ~~that~~warrant itto ispurchase an7 ~~accredited~~shares ~~investor~~of ~~and~~our ~~the~~common ~~foregoing~~stock ~~units~~at ~~were~~a ~~issued~~price inof ~~reliance~~$37,200 ~~upon~~per anshare, ~~exemption~~for ~~from~~a total purchase price of $248,000. The issuance of the foregoing securities is not subject to the registration requirements of the Securities Act, pursuant to ~~that~~Regulation ~~exemption~~S. ~~specified~~No bydirected selling efforts were made in the ~~provisions~~United ofStates, ~~Section~~the 4(investor was not a~~)(2)~~ ofU.S. person, and the ~~Securities~~investor ~~Act~~represented ~~and~~that ~~Rule~~it ~~506(b)~~understands ofthe ~~Regulation~~securities Dwould not be registered under the Securities Act.

On or about ~~November~~September 181, ~~2016~~2017, we sold to antwo ~~individual~~individuals a unit which consists of (i) ~~1,500,000~~4 shares of our common stock and (ii) ~~one~~a 13-year warrant to purchase ~~1,500,000~~4 shares of our common stock at a price of $~~1.25~~37,200 per share, for a total purchase price of $1124,~~200,~~000. The issuance of the foregoing securities is not subject to the registration requirements of the Securities Act, pursuant to Regulation S. No directed selling efforts were made in the United States, the investor was not a U.S. person, and the investor represented that it understands the securities would not be registered under the Securities Act.

On or about ~~December~~September 6, ~~2016~~2017, we sold to antwo individual a unit which consists of (i) ~~4,110~~1 ~~shares~~share of our common stock and (ii) ~~one~~a ~~1-year~~ warrant to purchase ~~4,110~~1 ~~shares~~share of our common stock at a price of $~~1.25~~48,000 per share, for a total purchase price of $320,000. The ~~purchaser~~purchasers represented that hethey iswere an accredited ~~investor~~investors and the foregoing ~~units~~securities were issued in reliance upon an exemption from the registration requirements of the Securities Act, pursuant to that exemption specified by the provisions of Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.

On or about ~~December~~September 2015, ~~2016~~2017, aswe ~~compensation~~sold ~~for~~to ~~services,~~an weindividual ~~issued~~a tounit ~~Eurasian~~which ~~Capital,~~consists ~~LLC~~of ~~12,600~~(i) ~~shares~~1 share of our common stock and (ii) a warrant to purchase 1 share of our common stock at a price of $49,200 per share, for a total purchase price of $10,000. The ~~foregoing~~issuance ~~units~~of ~~were~~the ~~issued~~foregoing insecurities ~~reliance~~is ~~upon~~not ansubject ~~exemption~~to ~~from~~ the registration requirements of the Securities Act, pursuant to ~~that~~Regulation ~~exemption~~S. ~~specified~~No bydirected selling efforts were made in the ~~provisions~~United ofStates, ~~Section~~the 4(investor was not a~~)(2)~~ ofU.S. person, and the ~~Securities~~investor ~~Act~~represented ~~and~~that ~~Rule~~it ~~506(b)~~understands ofthe ~~Regulation~~securities Dwould not be registered under the Securities Act.

On orSeptember ~~about December 20~~15, ~~2016~~2017, we sold to anBlack ~~individual~~Mountain aEquities, ~~unit~~Inc. ~~which~~a ~~consists~~promissory ofnote ~~(i)~~in ~~6,098~~the ~~shares~~principal amount of ~~our~~$287,500 ~~common stock~~ and ~~(ii)~~a ~~one 1~~5-year warrant to purchase ~~6,098~~2 shares of our common stock at a price of $~~1.25~~52,500 per share,. ~~for~~Upon athe ~~total~~occurrence ~~purchase~~of ~~price~~an event of $5default,~~000~~ Black Mountain Equities, Inc. ~~The~~has ~~purchaser~~the ~~represented~~right ~~that~~to heconvert isthe anoutstanding ~~accredited~~amounts ~~investor~~owed ~~and~~under the ~~foregoing~~promissory ~~units~~note ~~were~~into ~~issued~~shares inof ~~reliance~~our ~~upon~~common anstock ~~exemption~~by ~~from~~dividing the ~~registration~~amount ~~requirements~~to be converted by a conversion price equal to 70% of the ~~Securities~~lowest ~~Act,~~price ~~pursuant~~at which the Company’s common stock traded during the 25 days prior to ~~that~~the ~~exemption~~conversion ~~specified~~date. byThe warrant, and the ~~provisions~~shares of common stock issuable upon exercise of the warrant, were and will be, respectively, issued in a transaction exempt from registration under Section 4(a)(2) of the Securities Act, and ~~Rule~~therefore, ~~506(b)~~neither the warrant nor the shares issued upon exercise of ~~Regulation~~the Dwarrant may be transferred except under an effective registration statement under the Securities Act or pursuant to an exemption from registration.

On orSeptember ~~about December 22~~19, ~~2016~~2017, we sold to anConcord ~~individual~~Holding aGroup, ~~unit~~LLC ~~which~~(“Concord”) ~~consists~~two of8% ~~(i)~~Convertible ~~4,762~~Promissory ~~shares~~Notes ofin ~~our~~the ~~common~~aggregate ~~stock~~principal ~~and~~amount ~~(ii)~~of ~~one~~$525,000. ~~1-year~~Concord ~~warrant~~has the right to ~~purchase~~convert ~~4,762~~the outstanding amounts owed under the promissory notes into shares of our common stock atby adividing ~~price~~the ofamount ~~$1.25~~to ~~per~~be ~~share,~~converted ~~for~~by a ~~total~~conversion ~~purchase~~ price equal to 70% of ~~$5,000.~~the ~~The~~lowest ~~purchaser~~price ~~represented~~at ~~that~~which hethe isCompany’s ancommon ~~accredited~~stock ~~investor~~traded ~~and~~during the ~~foregoing~~25 ~~units~~days ~~were~~prior ~~issued~~to inthe ~~reliance~~conversion ~~upon~~date. anThe ~~exemption~~promissory ~~from~~notes ~~the~~were ~~registration~~offered ~~requirements~~and ofsold ~~the~~to ~~Securities~~Concord ~~Act,~~in ~~pursuant~~reliance toon ~~that~~the exemption ~~specified~~from byregistration ~~the~~provided ~~provisions~~by of Section 4(a)(2) of the Securities Act. ~~and~~Concord also represented that it qualified as an “accredited investor” within the meaning of Rule ~~506(b)~~501 of Regulation D.

On32 orTable ~~about January 6, 2017, as compensation for services, we issued to Eurasian Capital, LLC 10,000 shares~~ of our common stock. The foregoing units were issued in reliance upon an exemption from the registration requirements of the Securities Act, pursuant to that exemption specified by the provisions of Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.Contents

30On ~~Table~~September 25, 2017, we sold to Adar Bays, LLC (“Adar Bays”) six 8% Convertible Promissory Notes in the aggregate principal amount of ~~Contents~~$1,110,000. Adar Bays has the right to convert the outstanding amounts owed under the promissory notes into shares of our common stock by dividing the amount to be converted by a conversion price equal to 70% of the lowest price at which the Company’s common stock traded during the 25 days prior to the conversion date. As part of the transaction, the Company also issued Adar Bays 6 shares of common stock for no additional consideration. The promissory notes and shares of common stock were offered and sold to Adar Bays in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. Adar Bays also represented that it qualified as an “accredited investor” within the meaning of Rule 501 of Regulation D.

On orSeptember ~~about January 11~~25, 2017, aswe ~~compensation~~sold ~~for~~to ~~services~~Eagle Equities, weLLC ~~issued~~(“Eagle toEquities”) ~~Air~~three ~~Lease~~8% ~~Corporation~~Convertible 7Promissory Notes in the aggregate principal amount of $1,~~700~~110,000. Eagle Equities has the right to convert the outstanding amounts owed under the promissory notes into shares of our common stock. ~~Air~~by ~~Lease~~dividing ~~represented~~the ~~that~~amount itto isbe anconverted ~~accredited~~by ~~investor~~a ~~and~~conversion price equal to 70% of the ~~foregoing~~lowest ~~units~~price ~~were~~at ~~issued~~which inthe ~~reliance~~Company’s ~~upon~~common anstock ~~exemption~~traded ~~from~~during the ~~registration~~25 ~~requirements~~days ofprior to the ~~Securities~~conversion ~~Act~~date. As part of the transaction, ~~pursuant~~the Company also issued to ~~that~~Eagle ~~exemption~~Equities ~~specified~~6 byshares of common stock for no additional consideration. The promissory notes were offered and sold to Eagle Equities in reliance on the ~~provisions~~exemption offrom registration provided by Section 4(a)(2) of the Securities Act. ~~and~~Eagle Equities also represented that it qualified as an “accredited investor” within the meaning of Rule ~~506(b)~~501 of Regulation D.

On orOctober ~~about January 24~~2, 2017, we sold to anGS ~~individual~~Capital aPartners, ~~unit~~LLC ~~which~~(“GS ~~consists~~Capital”) oftwo ~~(i)~~8% 1Convertible Promissory Notes in the aggregate principal amount of $444,000. ~~shares~~GS ofCapital ~~our~~has ~~common~~the ~~stock~~right ~~and~~to ~~(ii)~~convert ~~one~~the 1outstanding ~~year~~amounts ~~warrant~~owed tounder ~~purchase~~the ~~1,000~~promissory notes into shares of our common stock atby dividing the amount to be converted by a ~~purchase~~conversion price equal to 70% of ~~$1.50~~the ~~per~~lowest ~~share,~~price ~~for~~at awhich ~~total~~the ~~purchase~~Company’s ~~price~~common ofstock ~~$1,150.~~traded ~~The~~during ~~purchaser~~the ~~represented~~25 ~~that~~days heprior isto anthe ~~accredited~~conversion ~~investor~~date. ~~and~~As part of the ~~foregoing~~transaction, ~~units~~the ~~were~~Company also issued into ~~reliance~~GS ~~upon~~Capital an3 ~~exemption~~shares ~~from~~of ~~the~~common ~~registration~~stock ~~requirements~~for no additional consideration. The promissory notes and shares of ~~the~~common ~~Securities~~stock ~~Act,~~were ~~pursuant~~offered and sold to ~~that~~GS ~~exemption~~Capital ~~specified~~in byreliance on the ~~provisions~~exemption offrom registration provided by Section 4(a)(2) of the Securities Act. ~~and~~GS Capital also represented that it qualified as an “accredited investor” within the meaning of Rule ~~506(b)~~501 of Regulation D.

On orOctober ~~about January 25~~3, 2017, we sold to an individual ~~8,334~~a ~~units~~promissory ~~with~~note ~~each~~in ~~unit~~the ~~consisting~~principal ofamount ~~(i) one share~~ of ~~our~~$86,250 ~~common stock~~ and ~~(ii)~~a ~~one 1~~ 5-year warrant to purchase ~~8,334~~1 ~~shares~~share of our common stock at a price of $~~1.20~~52,500 per share,. ~~for~~Upon athe ~~total~~occurrence ~~purchase~~of ~~price~~an event of ~~$10~~default,~~000.~~ ~~The~~the purchaser ~~represented~~has ~~that~~the heright isto anconvert ~~accredited~~the ~~investor~~outstanding ~~and~~amounts owed under the ~~foregoing~~promissory ~~units~~note ~~were~~into ~~issued~~shares inof ~~reliance~~our ~~upon~~common anstock ~~exemption~~by ~~from~~dividing the ~~registration~~amount ~~requirements~~to be converted by a conversion price equal to 70% of the ~~Securities~~lowest ~~Act,~~price ~~pursuant~~at which the Company’s common stock traded during the 25 days prior to ~~that~~the ~~exemption~~conversion ~~specified~~date. byThe warrant, and the ~~provisions~~shares of common stock issuable upon exercise of the warrant, were and will be, respectively, issued in a transaction exempt from registration under Section 4(a)(2) of the Securities Act, and ~~Rule~~therefore, ~~506(b)~~neither the warrant nor the shares issued upon exercise of ~~Regulation~~the Dwarrant may be transferred except under an effective registration statement under the Securities Act or pursuant to an exemption from registration.

InOn ~~February~~October 30, 2017, we sold to anEinstein ~~individual~~Investments LLC (“Einstein”) a ~~unit~~convertible ~~which~~promissory ~~consists~~note ofin ~~(i)~~the ~~429,688~~aggregate ~~shares~~principal amount of ~~our~~$144,375. ~~common~~Einstein ~~stock~~has ~~and~~the ~~(ii)~~right ~~one~~to ~~1-year~~convert ~~warrant~~the tooutstanding ~~purchase~~amounts ~~429,688~~owed under the promissory notes into shares of our common stock atby adividing ~~price~~the ofamount ~~$1.25~~to ~~per~~be ~~share,~~converted ~~for~~by a ~~total~~conversion ~~purchase~~ price equal to 70% of ~~$550,000.~~the ~~The~~lowest ~~issuance~~price ofat which the ~~foregoing~~Company’s ~~securities~~common ~~was~~stock ~~made~~traded induring ~~reliance~~the ~~upon~~25 days prior to the ~~exemption~~conversion ~~from~~date. ~~registration~~As ~~under~~part of the ~~Securities~~transaction, ~~Act~~the ~~pursuant~~Company also issued to ~~Regulation~~Einstein S2 shares of common stock for no additional consideration. NoThe ~~directed~~promissory ~~selling~~notes ~~efforts~~and shares of common stock were ~~made~~offered inand ~~the~~sold ~~United~~to ~~States,~~Einstein ~~the~~in ~~investor~~reliance ~~was~~on ~~not~~the aexemption ~~U.S.~~from ~~person,~~registration ~~and~~provided asby Section 4(a)(2) ~~condition~~of tothe ~~closing,~~Securities ~~the~~Act. ~~investor~~Einstein also represented that it ~~understands~~qualified ~~the~~as ~~securities~~an ~~would~~“accredited ~~not~~investor” bewithin ~~registered~~the ~~under~~meaning ~~the~~of ~~Securities~~Rule ~~Act.~~501 of Regulation D.

On33 ~~February~~Table ~~9, 2017, as compensation for services, we issued to Eurasian Capital, LLC 4,100 shares~~ of our common stock. The foregoing units were issued in reliance upon an exemption from the registration requirements of the Securities Act, pursuant to that exemption specified by the provisions of Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.Contents

On ~~February~~November ~~13-15~~1, 2017, we ~~issued~~sold ~~160~~to Auctus Fund,~~000~~ LLC (“Auctus”) a Convertible Promissory Note in the principal amount of $277,500. Auctus has the right to convert the outstanding amounts owed under the promissory note into shares of our common stock ~~upon~~by dividing the ~~exercise~~amount ofto ~~previously~~be ~~issued~~converted ~~warrants,~~by at a conversion price equal to 70% of ~~$1.~~the lowest price at which the Company’s common stock traded during the 25 ~~per~~days ~~share,~~prior ~~for~~to anthe ~~aggregate~~conversion ~~price~~date. As part of ~~$200~~the transaction,~~000.~~ ~~Such~~the Company also issued to Auctus 3 shares ~~were~~of ~~sold~~common ~~pursuant~~stock tofor anno ~~exemption~~additional ~~from~~consideration. ~~the~~The ~~registration~~promissory notes and ~~prospectus~~shares ~~delivery~~of ~~requirements~~common ofstock ~~the~~were ~~Securities~~offered ~~Act~~and ~~specified~~sold byto Auctus in reliance on the ~~provisions~~exemption offrom registration provided by Section 4(a)(2) of the Securities Act. ~~and~~Auctus ~~Rule~~also ~~506(b)~~represented that it qualified as an “accredited investor” within the meaning of ~~Regulation~~Rule D501 ~~promulgated~~of ~~pursuant~~Regulation ~~thereto~~D.

On orNovember ~~about February 15~~29, 2017, we sold to ~~two~~JSJ ~~individuals~~Investments Inc. (“JSJ”) a ~~unit~~12% ~~which~~Convertible ~~consists~~Promissory ofNote ~~(i)~~in ~~4,300~~the ~~shares~~principal amount of ~~our~~$200,000. ~~common~~JSJ ~~stock~~has ~~and~~the ~~(ii)~~right ~~one~~to ~~1-year~~convert ~~warrant~~the tooutstanding ~~purchase~~amounts ~~4,300~~owed under the promissory note into shares of our common stock atby adividing ~~price~~the ofamount ~~$3.25~~to ~~per~~be ~~share,~~converted ~~for~~by a ~~total~~conversion ~~purchase~~ price ofequal ~~$10,019.~~to ~~The~~70% ~~purchasers~~of ~~represented~~the ~~that~~lowest ~~they~~price ~~are~~at ~~accredited~~which ~~investors and~~ the ~~foregoing~~Company’s ~~units~~common ~~were~~stock ~~issued~~traded induring ~~reliance~~the ~~upon~~20 andays ~~exemption~~prior ~~from~~to the ~~registration~~conversion ~~requirements~~date. ofThe ~~the~~promissory ~~Securities~~note ~~Act,~~was ~~pursuant~~offered and sold to ~~that~~JSJ ~~exemption~~in ~~specified~~reliance byon the ~~provisions~~exemption offrom registration provided by Section 4(a)(2) of the Securities Act. ~~and~~JSJ also represented that it qualified as an “accredited investor” within the meaning of Rule ~~506(b)~~501 of Regulation D.

On orDecember ~~about February 21~~22, 2017, we ~~issued~~sold to anBellridge ~~individual~~Capital, ~~592~~LP (“Bellridge”) two 8% Convertible Redeemable Notes in the aggregate principal amount of $500,000. Bellridge has the right to convert the outstanding amounts owed under the promissory notes into shares of our common stock ~~upon~~by dividing the ~~exercise~~amount ofto ~~previously~~be ~~issued~~converted ~~warrants,~~by at a conversion price ofequal ~~$1.25~~to ~~per~~70% ~~share,~~of ~~for~~the anlowest ~~aggregate~~ price ofat ~~$740,000.~~which ~~The~~the ~~issuance~~Company’s ofcommon ~~the~~stock ~~foregoing~~traded ~~securities~~during isthe ~~not~~25 ~~subject~~days prior to the ~~registration~~conversion ~~requirements~~date. As part of the ~~Securities Act~~transaction, ~~pursuant~~the Company also issued to ~~Regulation~~Bellridge S7 shares of common stock for no additional consideration. NoThe ~~directed~~promissory ~~selling~~notes ~~efforts~~and shares were ~~made~~offered and sold to Bellridge in reliance on the ~~United~~exemption ~~States,~~from ~~the~~registration ~~investor~~provided ~~was~~by ~~not~~Section 4(a)(2) ~~U.S.~~of ~~person,~~the ~~and~~Securities ~~the~~Act. ~~investor~~Bellridge also represented that it ~~understands~~qualified ~~the~~as ~~securities~~an ~~would~~“accredited ~~not~~investor” bewithin ~~registered~~the ~~under~~meaning ~~the~~of ~~Securities~~Rule ~~Act~~501 of Regulation D.

On orDecember ~~about March 1~~22, 2017, we ~~issued~~sold to Einstein an ~~individual~~additional aConvertible ~~unit~~Promissory ~~which~~Note ~~consists~~in ofthe ~~(i)~~principal ~~100~~amount of $109,~~000~~725. ~~shares~~Einstein ofhas ~~our~~the ~~common~~right ~~stock~~to ~~and~~convert ~~(ii)~~the aoutstanding ~~3-year~~amounts ~~warrant~~owed tounder ~~purchase~~the ~~100,000~~promissory note into shares of our common stock atby adividing ~~price~~the ofamount ~~$1.88~~to ~~per~~be ~~share,~~converted ~~for~~by a ~~total~~conversion ~~purchase~~ price equal to 70% of ~~$188,000.~~the ~~The~~lowest ~~issuance~~price ofat which the ~~foregoing~~Company’s ~~securities~~common isstock ~~not~~traded ~~subject~~during the 25 days prior to the ~~registration~~conversion ~~requirements~~date. As part of the ~~Securities Act~~transaction, ~~pursuant~~the toCompany ~~Regulation~~also Sissued 2 shares of common stock for no additional consideration. NoThe ~~directed~~promissory ~~selling~~note ~~efforts~~was ~~were~~offered ~~made~~and sold to Einstein in reliance on the ~~United~~exemption ~~States,~~from ~~the~~registration ~~investor~~provided ~~was~~by ~~not~~Section 4(a)(2) ~~U.S.~~of ~~person,~~the ~~and~~Securities ~~the~~Act. ~~investor~~Einstein also represented that it ~~understands~~qualified ~~the~~as ~~securities~~an ~~would~~“accredited ~~not~~investor” bewithin ~~registered~~the ~~under~~meaning ~~the~~of ~~Securities~~Rule ~~Act.~~501 of Regulation D.

31On ~~Table~~December 22, 2017, we sold to an individual a Promissory Note in the principal amount of ~~Contents~~$86,250 and a 5-year warrant to purchase 1 share of our common stock at a price of $52,500 per share. The individual has the right to convert the outstanding amounts owed under the promissory notes into shares of our common stock by dividing the amount to be converted by a conversion price equal to 70% of the lowest price at which the Company’s common stock traded during the 25 days prior to the conversion date. As part of the transaction, the Company also issued to such individual 7 shares of common stock for no additional consideration. The promissory note and the warrant were offered and sold to such individual in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

On orDecember ~~about March 3~~29, 2017, we sold to ~~two~~Adar ~~individuals~~Bays aand ~~unit~~Eagle ~~which~~Equities ~~consists~~12 8% Convertible Redeemable Notes in the aggregate principal amount of ~~(i)~~$1,500,000, 13however,~~300~~ ~~shares~~the ofCompany ~~our~~did ~~common~~not ~~stock~~receive ~~and~~any ~~(ii)~~cash apayment ~~3-year~~for ~~warrant~~these tonotes ~~purchase~~upon 13their issuance. Instead,~~300~~ ~~shares~~Adar Bays and Eagle Equities paid for such notes by issuing offsetting notes made by each of ~~our~~Adar ~~common~~Bays ~~stock~~and atEagle aEquities to the Company in amounts reflective of the aggregate purchase price of $1the notes, less a 10% original issue discount.88 ~~per~~The ~~share,~~offsetting ~~for~~notes are secured by a ~~total~~pledge of cash equal to the purchase price of ~~$25~~the notes,~~004~~ and will be repaid by Adar Bays and Eagle Equities, thereby funding the notes, by or before the applicable maturity dates, which are December 29, 2018, January 29, 2019, February 28, 2019, March 29, 2019 and April 29, 2019. ~~The~~Each ~~issuance~~of Adar Bays and Eagle Equities has the right to convert the outstanding amounts owed under the promissory notes into shares of our common stock by dividing the ~~foregoing~~amount ~~securities~~to isbe ~~not~~converted ~~subject~~by a conversion price equal to 70% of the ~~registration~~lowest ~~requirements~~price ofat which the ~~Securities~~Company’s ~~Act~~common stock traded during the 25 days prior to the conversion date. As part of the transaction, ~~pursuant~~the Company also issued 8 shares of common stock to ~~Regulation~~each Sof Adar Bays and Eagle Equities for no additional consideration. NoThe ~~directed~~promissory ~~selling~~note ~~efforts~~and shares were ~~made~~offered and sold to Adar Bays and Eagle Equities in reliance on the ~~United~~exemption ~~States,~~from ~~the~~registration ~~investors~~provided ~~were~~by ~~not~~Section U4(a)(2) of the Securities Act.S. ~~persons,~~Adar Bays and ~~the~~Eagle ~~investors~~Equities also represented that they ~~understand~~qualified ~~the~~as ~~securities~~an ~~would~~“accredited ~~not~~investors” bewithin ~~registered~~the ~~under~~meaning ~~the~~of ~~Securities~~Rule ~~Act~~501 of Regulation D.

On34 orTable ~~about March 9, 2017, as compensation for services, we issued to Eurasian Capital, LLC 4,132 shares~~ of our common stock. The foregoing units were issued in reliance upon an exemption from the registration requirements of the Securities Act, pursuant to that exemption specified by the provisions of Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.Contents

On orJanuary ~~about March~~ 10, ~~2017~~2018, we ~~issued~~sold to anConcord ~~investor~~two a10% ~~unit~~Convertible ~~which~~Promissory ~~consists~~Notes ofin ~~(i)~~the ~~100,000~~aggregate ~~shares~~principal amount of ~~our~~$291,666. ~~common~~Concord ~~stock~~paid cash for one note and ~~(ii)~~paid afor ~~3-year~~the ~~warrant~~other toby issuing an offsetting note in an amount reflective the purchase ~~100~~of the other note,~~000~~ less an original issue discount. Concord has the right to convert the outstanding amounts owed under the promissory notes into shares of our common stock atby adividing ~~price~~the ofamount ~~$1.65~~to ~~per~~be ~~share,~~converted ~~for~~by a ~~total~~conversion ~~purchase~~ price equal to 70% of ~~$165,000.~~the ~~The~~lowest ~~issuance~~price ofat which the ~~foregoing~~Company’s ~~securities~~common isstock ~~not~~traded ~~subject~~during the 25 days prior to the ~~registration~~conversion ~~requirements~~date. As part of the ~~Securities Act~~transaction, ~~pursuant~~the Company also issued to ~~Regulation~~Concord S2 shares of common stock for no additional consideration. NoThe ~~directed~~promissory ~~selling~~note ~~efforts~~and shares were ~~made~~offered and sold to Concord in reliance on the ~~United~~exemption ~~States,~~from ~~the~~registration ~~investor~~provided ~~was~~by ~~not~~Section 4(a)(2) ~~U.S.~~of ~~person,~~the ~~and~~Securities ~~the~~Act. ~~investor~~Concord also represented that it ~~understands~~qualified ~~the~~as ~~securities~~an ~~would~~“accredited ~~not~~investor” bewithin ~~registered~~the ~~under~~meaning ~~the~~of ~~Securities~~Rule ~~Act~~501 of Regulation D.

On or about ~~March~~December 1327, 2017, as compensation for services, we issued to ~~Air~~IRTH ~~Lease~~Communications ~~965,140~~LLC 3 shares of our common stock. The foregoing units were issued in areliance ~~transaction~~upon ~~not~~an ~~involving~~exemption afrom ~~public~~the ~~offering~~registration requirements of ~~securities~~the Securities Act, pursuant to ~~comply~~that ~~with~~exemption ~~our~~specified ~~non-dilution~~by ~~agreement~~the ~~with~~provisions ~~Air~~of ~~Lease~~Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.

On or about ~~April~~January 1012, ~~2017,~~2018 as compensation for services, we issued to ~~Eurasian~~an ~~Capital,~~individual ~~LLC~~1 ~~3,760~~share ~~shares~~ of our common stock. The foregoing units were issued in reliance upon an exemption from the registration requirements of the Securities Act, pursuant to that exemption specified by the provisions of Section 4(a)(2) of the Securities Act ~~and Rule 506(b) of Regulation D~~.

On or about ~~April~~January 1124, ~~2017~~2018, we sold to ana ~~individual~~trust a unit which consists of (i) ~~62,200~~1 ~~shares~~share of our common stock and (ii) a 3-year warrant to purchase ~~62,200~~1 ~~shares~~share of our common stock at a price of $~~2.41~~63,000 per share, for a total purchase price of $~~149~~10,~~902~~500. The ~~issuance~~foregoing ofunits ~~the~~were ~~foregoing~~issued ~~securities~~in isreliance ~~not~~upon ~~subject~~an toexemption from the registration requirements of the Securities Act, pursuant to ~~Regulation~~that S.exemption Nospecified ~~directed~~by ~~selling efforts were made in~~ the ~~United~~provisions ~~States,~~of ~~the~~Section ~~investor was not~~ 4(a)(2) ~~U.S.~~of ~~person, and~~ the ~~investor represented that it understands the securities would not be registered under the~~ Securities Act.

OnDuring orthe ~~about~~fiscal ~~April~~quarter 19ended February 28, ~~2017~~2018, we ~~sold~~issued to an ~~individual~~aggregate ~~a unit which consists~~ of ~~(i)~~78 ~~120,000~~ shares of ~~our~~ common stock ~~and~~to ~~(ii)~~various aindividuals ~~3-year~~upon ~~warrant~~the toexercise ~~purchase~~of ~~120,000~~previously ~~shares~~outstanding ofwarrants ~~our~~held ~~common~~by ~~stock~~such individuals at aan average price of $~~2.08~~20,412 per share, for aan ~~total~~aggregate ~~purchase~~ price of $~~249~~1,~~600~~592,123. The issuance of the foregoing securities is not subject to the registration requirements of the Securities Act, pursuant to Regulation S., Nowith ~~directed~~respect ~~selling~~to ~~efforts~~original ~~were~~purchasers ~~made~~of in the ~~United~~warrants ~~States,~~that ~~the~~were ~~investor was~~ not a U.S. ~~person~~persons, and the ~~investor~~exemption ~~represented~~provided ~~that~~by itSection ~~understands~~4(a)(2) of the ~~securities~~Securities ~~would~~Act. ~~not~~The beCompany ~~registered~~issued replacement warrants to purchase an aggregate of 78 shares of common stock to certain of these individuals for no additional consideration, which issuance was contemplated under the ~~Securities~~terms ~~Act~~of their initial investment.

OnDuring orthe ~~about~~fiscal ~~May~~quarter 9ended February 28, ~~2017~~2018, aswe ~~compensation~~sold ~~for~~to ~~services,~~individuals weunits ~~issued~~which toconsisted ~~Eurasian~~of ~~Capital,~~(i) ~~LLC~~30 shares of our common stock and (ii) 3~~,960~~-year warrants to purchase 30 shares of our common stock. ~~The~~for ~~foregoing~~a ~~units~~total ~~were~~purchase ~~issued~~price inof ~~reliance~~$596,000, ~~upon~~or an ~~exemption~~average ~~from~~of approximately $19,867 per share. The issuance of the foregoing securities is not subject to the registration requirements of the Securities Act, pursuant to ~~that~~Regulation ~~exemption~~S. ~~specified~~No bydirected selling efforts were made in the ~~provisions~~United ofStates, ~~Section~~the 4(investors were not a~~)(2)~~ ofU.S. persons, and the ~~Securities~~investors ~~Act~~represented ~~and~~that ~~Rule~~they ~~506(b)~~understood ofthat ~~Regulation~~the Dsecurities would not be registered under the Securities Act.

On or about ~~May~~March 172, ~~2017~~2018, we sold to ana ~~individual~~trust a unit which consists of (i) ~~203,252~~2 shares of our common stock and (ii) a 53-year warrant to purchase ~~203,252~~2 shares of our common stock at a price of $~~2.19~~60,000 per share, for a total purchase price of $~~250~~63,000. The ~~issuance~~foregoing ofunits ~~the~~were ~~foregoing~~issued ~~securities~~in isreliance ~~not~~upon ~~subject~~an toexemption from the registration requirements of the Securities Act, pursuant to ~~Regulation~~that S.exemption Nospecified ~~directed~~by ~~selling efforts were made in~~ the ~~United~~provisions ~~States,~~of ~~the~~Section ~~investor was not~~ 4(a)(2) ~~U.S.~~of ~~person, and~~ the ~~investor represented that it understands the securities would not be registered under the~~ Securities Act.

On orMarch ~~about May 17~~30, ~~2017~~2018, we sold to anConcord ~~individual~~two a10% ~~unit~~Convertible ~~which~~Promissory ~~consists~~Notes ofin ~~(i)~~the ~~203,252~~aggregate ~~shares~~principal amount of ~~our~~$291,666. ~~common~~Concord ~~stock~~paid cash for one note and ~~(ii)~~paid afor ~~5-year~~the ~~warrant~~other toby issuing an offsetting note in an amount reflective of the purchase ~~203~~price of the other note,~~252~~ less an original issue discount. Concord has the right to convert the outstanding amounts owed under the promissory notes into shares of our common stock atby adividing ~~price~~the ofamount ~~$2.19~~to ~~per~~be ~~share,~~converted ~~for~~by a ~~total~~conversion ~~purchase~~ price equal to 70% of ~~$250,000.~~the ~~The~~lowest ~~issuance~~price ofat which the ~~foregoing~~Company’s ~~securities~~common isstock ~~not~~traded ~~subject~~during the 25 days prior to the ~~registration~~conversion ~~requirements~~date. As part of the ~~Securities Act~~transaction, ~~pursuant~~the Company also issued to ~~Regulation~~Concord S8 shares of common stock for no additional consideration. NoThe ~~directed~~promissory ~~selling~~note ~~efforts~~and shares were ~~made~~offered and sold to Concord in reliance on the ~~United~~exemption ~~States,~~from ~~the~~registration ~~investor~~provided ~~was~~by ~~not~~Section 4(a)(2) ~~U.S.~~of ~~person,~~the Securities Act and ~~the~~Rule ~~investor~~506(b) of Regulation D. Concord also represented that it ~~understands~~qualified ~~the~~as ~~securities~~an ~~would~~“accredited ~~not~~investor” bewithin ~~registered~~the ~~under~~meaning ~~the~~of ~~Securities~~Rule ~~Act~~501 of Regulation D.

3235 Table of Contents

On orApril ~~about June 8~~9, ~~2017~~2018, we sold to YA II PN, Ltd. (“Yorkville”) an ~~individual~~8% aConvertible ~~unit~~Debenture ~~which~~in ~~consists~~the principal amount of ~~(i)~~$1,250,000. 81Yorkville paid $1,~~169~~030,000 ~~shares~~in ofcash ~~our~~for ~~common~~the ~~stock~~note after giving effect to an original issue discount and ~~(ii)~~other areductions. ~~3-year~~Yorkville ~~warrant~~has the right to ~~purchase~~convert ~~81,169~~the outstanding amounts owed under the promissory notes into shares of our common stock atby adividing ~~price~~the ofamount ~~$2.10~~to ~~per~~be ~~share,~~converted ~~for~~by a ~~total~~conversion ~~purchase~~ price equal to 70% of ~~$135,000.~~the ~~The~~lowest ~~issuance~~volume ofweighted average price at which the ~~foregoing~~Company’s ~~securities~~common isstock ~~not~~traded ~~subject~~during the 25 days prior to the ~~registration~~conversion ~~requirements~~date. As part of the ~~Securities Act~~transaction, ~~pursuant~~the Company also issued to ~~Regulation~~Yorkville Sa warrant to purchase 21 shares of common stock at an exercise price of $60,000 per share. NoThe ~~directed~~promissory ~~selling~~note ~~efforts~~and warrant were ~~made~~offered and sold to Yorkville in reliance on the ~~United~~exemption ~~States,~~from ~~the~~registration ~~investor~~provided ~~was~~by ~~not~~Section 4(a)(2) ~~U.S.~~of ~~person,~~the Securities Act and ~~the~~Rule ~~investor~~506(b) of Regulation D. Yorkville also represented that it ~~understands~~qualified ~~the~~as ~~securities~~an ~~would~~“accredited ~~not~~investor” bewithin ~~registered~~the ~~under~~meaning ~~the~~of ~~Securities~~Rule ~~Act~~501 of Regulation D.

On or about ~~June~~March 82, ~~2017~~2018, we sold to ana ~~individual~~trust a unit which consists of (i) ~~120,250~~2 shares of our common stock and (ii) a 3-year warrant to purchase ~~120,250~~2 shares of our common stock at a price of $~~2.08~~60,000 per share, for a total purchase price of $~~200~~63,000. The ~~issuance~~foregoing ofunits ~~the~~were ~~foregoing~~issued ~~securities~~in isreliance ~~not~~upon ~~subject~~an toexemption from the registration requirements of the Securities Act, pursuant to ~~Regulation~~that S.exemption Nospecified ~~directed~~by ~~selling efforts were made in~~ the ~~United~~provisions ~~States,~~of ~~the~~Section ~~investor was not~~ 4(a)(2) ~~U.S.~~of ~~person, and~~ the ~~investor represented that it understands the securities would not be registered under the~~ Securities Act.

On or about ~~June~~May 139, ~~2017~~2018, weas ~~sold~~compensation tofor ~~an individual a unit which consists of (i) 24~~services,~~050~~ ~~shares~~we ofissued ~~our~~to ~~common~~Evert ~~stock~~Van ~~and~~Den ~~(ii)~~Brandhof a10 ~~3-year warrant to purchase 24,050~~ shares of our common stock ~~at a price of $1~~.66 ~~per share, for a total purchase price of $40,000.~~ The issuance of the foregoing securities is not subject to the registration requirements of the Securities Act, pursuant to Regulation S. No directed selling efforts were made in the United States, the investor was not a U.S. person, and the investor represented that it understands the securities would not be registered under the Securities Act.

OnDuring orthe ~~about~~fiscal ~~June~~quarter 15ended May 31, ~~2017~~2018, weas ~~issued~~compensation tofor anservices ~~individual~~pursuant ~~400,000~~to ~~shares~~a ofpreviously ~~common~~disclosed ~~stock~~agreement, ~~upon~~we ~~the~~issued ~~exercise~~to ofBrighton ~~warrants~~Capital, atLtd. ~~a price of $~~1~~.25~~ ~~per~~ share, ~~for~~of anour ~~aggregate~~common ~~price of $500,000~~stock. The ~~issuance~~foregoing ofunits ~~the~~were ~~foregoing~~issued ~~securities~~in isreliance ~~not~~upon ~~subject~~an toexemption from the registration requirements of the Securities Act, pursuant to ~~Regulation~~that S.exemption Nospecified ~~directed~~by ~~selling efforts were made in~~ the ~~United~~provisions ~~States,~~of ~~the~~Section ~~investor was not~~ 4(a)(2) ~~U.S.~~of ~~person, and~~ the ~~investor~~Securities ~~represented~~Act ~~that~~and itRule ~~understands~~506(b) ~~the~~of ~~securities~~Regulation ~~would not be registered under the Securities Act~~D.

OnDuring orthe ~~about~~fiscal ~~June~~quarter 20ended May 31, ~~2017~~2018, we ~~sold~~issued to4 ~~an individual a unit which consists of (i) 12,000~~ shares of ~~our~~ common stock ~~and~~to ~~(ii)~~ a ~~3-year~~note ~~warrant~~holder toupon ~~purchase~~the ~~12,000~~exercise ~~shares~~ of ~~our~~previously ~~common~~outstanding ~~stock~~2 atwarrants aon ~~price of $1.97 per share, for~~ a ~~total~~cashless ~~purchase~~basis ~~price~~and of4 ~~$18,900.~~shares ~~The issuance~~ of ~~the~~common ~~foregoing~~stock ~~securities~~on ~~is not subject to~~ the ~~registration~~exercise ~~requirements~~ of ~~the~~previously ~~Securities~~outstanding ~~Act,~~4 ~~pursuant~~warrants tofor ~~Regulation~~proceeds S.of ~~No directed selling efforts were made in the United States~~$65, ~~the investor was not a U~~000.~~S. person, and the investor represented that it understands the securities would not be registered under the Securities Act.~~

OnDuring orthe ~~about~~fiscal ~~June~~quarter 23ended May 31, ~~2017~~2018, we sold to ~~two~~ individuals, asunits ~~joint tenants, a unit~~ which ~~consists~~consisted of (i) ~~51,921~~1 ~~shares~~share of our common stock and (ii) a 3-year ~~warrant~~warrants to purchase ~~51,921~~1 ~~shares~~share of our common stock at ~~a price of~~ $~~2.41~~37,500 per share, for a total purchase price of $~~100~~2,000. The ~~purchasers~~purchaser represented that he is an accredited investor and the foregoing units were issued in reliance upon an exemption from the registration requirements of the Securities Act, pursuant to that exemption specified by the provisions of Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.

OnDuring orthe ~~about~~fiscal ~~July~~quarter ended May 31, ~~2017~~2018, ~~as compensation for services,~~ we issued to281shares ~~Brighton Capital, Ltd. 50,000 shares~~ of ~~our~~ common stock. ~~The~~for ~~foregoing units were issued in reliance upon an exemption from~~ the ~~registration~~conversion ~~requirements~~ of ~~the~~convertible ~~Securities~~notes ~~Act,~~in ~~pursuant to that exemption specified by~~ the ~~provisions~~aggregate ofprincipal ~~Section~~amount ~~4(a)(2)~~ of ~~the~~$3,051,500 ~~Securities Act~~ and ~~Rule~~accrued ~~506(b)~~interest of ~~Regulation D~~$103,274.

OnSince orthe ~~about~~end ~~August~~of 1,the ~~2017~~fiscal quarter ended May 31, as2018 ~~compensation~~and ~~for~~through ~~services~~August 31, 2018, we ~~issued~~sold to ~~Brighton~~individuals ~~Capital~~units which consisted of (i) 3,133 ~~Ltd.~~shares 10of our common stock and (ii) 3-year warrants to purchase 3,~~000~~133 shares of our common stock. ~~The~~for ~~foregoing~~a ~~units~~total ~~were~~purchase ~~issued~~price inof ~~reliance~~$30,000, ~~upon~~or an ~~exemption~~average ~~from~~of $ 9.58 per share. The issuance of the foregoing securities is not subject to the registration requirements of the Securities Act, pursuant to ~~that~~Regulation ~~exemption~~S. ~~specified~~No bydirected selling efforts were made in the ~~provisions~~United ofStates, ~~Section~~the 4(investors were not a~~)(2)~~ ofU.S. persons, and the ~~Securities~~investors ~~Act~~represented ~~and~~that ~~Rule~~they ~~506(b)~~understood ofthat ~~Regulation~~the Dsecurities would not be registered under the Securities Act.

33Since ~~Table~~the end of ~~Contents~~the fiscal quarter ended May 31, 2018 and through August 31, 2018, we issued 109,764 shares of common stock for the conversion of convertible notes in the aggregate principal amount and accrued interest of $1,246,881.

OnSince orthe ~~about~~end ~~August~~of 2,the ~~2017,~~fiscal wequarter ~~sold~~ended toMay ~~an individual a unit which consists of (i) 200~~31,~~000~~ ~~shares~~2018 ~~of our common stock~~ and ~~(ii)~~through aAugust ~~3-year~~31, ~~warrant~~2018, towe ~~purchase~~issued ~~200~~557,~~000~~206 shares of ~~our~~ common stock ~~at a price of $1.34 per share,~~ for athe ~~total~~conversion ~~purchase price~~ of ~~$268~~6,~~000.~~610 ~~The~~shares ~~issuance~~ of ~~the~~Series ~~foregoing~~A ~~securities~~Convertible isPreferred ~~not subject to the registration requirements of the Securities Act, pursuant to Regulation S~~Stock. No directed selling efforts were made in the United States, the investor was not a U.S. person, and the investor represented that it understands the securities would not be registered under the Securities Act.

OnSince orthe ~~about~~end ~~August~~of 2,the ~~2017,~~fiscal wequarter ~~sold~~ended toMay an31, ~~individual~~2018 aand ~~unit~~through ~~which~~August ~~consists~~31, ~~of (i) 200~~2018,~~000~~ ~~shares~~as ofcompensation ~~our~~for ~~common~~services, ~~stock~~we ~~and~~issued ~~(ii) a 3-year warrant~~ to ~~purchase~~Brighton ~~200~~Capital,~~000~~ ~~shares~~Ltd. 1 share of our common stock ~~at a price of $1~~.34 ~~per~~This share, ~~for~~was aissued ~~total~~in ~~purchase~~reliance ~~price~~upon ofan ~~$268,000.~~exemption ~~The~~from ~~issuance of~~ the ~~foregoing securities is not subject to the~~ registration requirements of the Securities Act, pursuant to ~~Regulation~~that S.exemption Nospecified ~~directed~~by ~~selling efforts were made in~~ the ~~United~~provisions ~~States,~~of ~~the~~Section ~~investor was not~~ 4(a)(2) ~~U.S.~~of ~~person, and~~ the ~~investor~~Securities ~~represented~~Act ~~that~~and itRule ~~understands~~506(b) ~~the~~of ~~securities~~Regulation ~~would not be registered under the Securities Act~~D.

On36 orTable ~~about August 2, 2017, we sold to an individual a unit which consists~~ of (i) 100,000 shares of our common stock and (ii) a 3-year warrant to purchase 100,000 shares of our common stock at a price of $1.34 per share, for a total purchase price of $134,000. The issuance of the foregoing securities is not subject to the registration requirements of the Securities Act, pursuant to Regulation S. No directed selling efforts were made in the United States, the investor was not a U.S. person, and the investor represented that it understands the securities would not be registered under the Securities Act.Contents

OnItem or about August 4, 2017, we sold to an individual a unit which consists of (i) 100,000 shares of our common stock and (ii) a 3-year warrant to purchase 100,000 shares of our common stock at a price of $16.56 ~~per~~Selected ~~share,~~Financial ~~for a total purchase price of $156,000~~Data. The issuance of the foregoing securities is not subject to the registration requirements of the Securities Act, pursuant to Regulation S. No directed selling efforts were made in the United States, the investor was not a U.S. person, and the investor represented that it understands the securities would not be registered under the Securities Act.

OnNot or about August 7, 2017, we sold to two individuals, as joint tenants, a unit which consists of (i) 200,000 shares of our common stock and (ii) a 3-year warrant to purchase 200,000 shares of our common stock at a price of $1applicable.58 per share, for a total purchase price of $316,000. The issuance of the foregoing securities is not subject to the registration requirements of the Securities Act, pursuant to Regulation S. No directed selling efforts were made in the United States, the investor was not a U.S. person, and the investor represented that it understands the securities would not be registered under the Securities Act.

OnItem ~~or about August~~ 7,. ~~2017,~~Management’s weDiscussion ~~sold~~and toAnalysis ~~an individual a unit which consists~~ of ~~(i)~~Financial ~~20,000~~Conditions ~~shares of our common stock~~ and ~~(ii)~~Results ~~a 3-year warrant to purchase 20,000 shares~~ of ~~our common stock at a price of $1~~Operations.58 per share, for a total purchase price of $31,600. The issuance of the foregoing securities is not subject to the registration requirements of the Securities Act, pursuant to Regulation S. No directed selling efforts were made in the United States, the investor was not a U.S. person, and the investor represented that it understands the securities would not be registered under the Securities Act.

OnCompany or about August 7, 2017, we sold to an individual a unit which consists of (i) 30,000 shares of our common stock and (ii) a 3-year warrant to purchase 30,000 shares of our common stock at a price of $1.58 per share, for a total purchase price of $47,400. The issuance of the foregoing securities is not subject to the registration requirements of the Securities Act, pursuant to Regulation S. No directed selling efforts were made in the United States, the investor was not a U.S. person, and the investor represented that it understands the securities would not be registered under the Securities Act.Overview

OnWe ~~August~~were ~~31,~~incorporated ~~2017,~~in weNevada ~~issued~~on ~~(i)~~January ~~199~~5,~~920~~ ~~shares~~2011 ofunder ~~our~~the ~~common~~name ~~stock as settlement of notes payable of $49,980 and (ii) 139,960 shares of our common stock as settlement of notes payable of $35,000~~Ample-Tee. ~~The~~Our ~~foregoing~~original ~~shares~~purpose ~~were~~was ~~issued~~to engage in ~~reliance upon an exemption from~~ the ~~registration~~business ~~requirements~~ of ~~the~~promoting, ~~Securities Act~~marketing, ~~pursuant~~selling toand ~~that~~distributing ~~exemption~~hard-to-find ~~specified~~ergonomic byproducts ~~the~~for ~~provisions of Section 4(a)(2) of~~ the ~~Securities~~physically ~~Act~~disabled.

34On ~~Table~~October 20, 2015, our current President, Treasurer and Secretary, J. Edwards Daniels, acquired control of ~~Contents~~the Company by purchasing from Lawrence Chenard, our former president, 2,803 shares of our common stock for a purchase price of $250,000 (2,667 of which shares were delivered by Mr. Daniels to the Company for cancellation without consideration in August 2016 for the purpose of making more shares available for issuance to new investors and making the Company’s capital structure more attractive to those new investors). At the time of this acquisition, the Company was a “shell company” within the meaning of the rules of the SEC.

~~Item~~On 6.May ~~Selected~~19, ~~Financial~~2016, ~~Data~~we changed our name to Airborne Wireless Network to better align our name with our intention to develop and deliver next generation global connectivity.

~~The~~In ~~following~~connection ~~table~~with ~~summarizes~~this ~~certain~~contemplated ~~selected~~shift ~~financial~~in ~~data.~~business Wefocus, ~~have~~on ~~derived~~August ~~the~~3, ~~selected~~2016, ~~balance~~we ~~sheet~~acquired ~~data~~from asApcentive all of ~~August~~Apcentive’s 31right, ~~2017,~~title ~~2016,~~and ~~2015,~~interest ~~2014~~in and ~~2013~~to ~~and~~U.S. ~~statements~~Patent ofNo. ~~operations~~6,285,878 ~~data~~B1, ~~for~~which ~~the~~expired ~~years~~on ~~ended~~September ~~August~~20, 312018, ~~2017~~and all related supporting materials, ~~2016~~continuations, ~~2015~~amendments, ~~2014~~updates and ~~2013~~contemplated ~~from~~updates ~~our~~and ~~audited~~amendments ~~financial~~and ~~statements~~the ~~included~~trademark ~~elsewhere~~“Infinitus inSuper ~~this~~Highway.” ~~annual~~The ~~report~~patent, ~~and~~which inexpired ~~prior~~on ~~annual~~September ~~reports~~20, we2018, ~~filed~~gave ~~with~~ the ~~SEC.~~holder ~~Our~~the ~~historical~~right ~~results~~to ~~are~~exclude ~~not~~others ~~necessarily~~in ~~indicative~~the ofUnited ~~our~~States, ~~results~~commensurate inwith ~~any~~the ~~future~~scope ~~period.~~of ~~You should read~~ the ~~following~~patent, ~~selected~~from ~~financial~~creating ~~data~~a ~~together~~fully ~~with~~meshed, ~~“Management’s~~high-speed ~~Discussion~~broadband ~~and~~wireless ~~Analysis~~network ofby ~~Financial~~linking ~~Condition~~commercial ~~and~~aircraft ~~Results~~in offlight. ~~Operations”~~In ~~and~~consideration ~~our~~for ~~financial~~the ~~statements~~patent and the ~~related~~trademark, ~~notes~~we ~~included~~issued ~~elsewhere~~a innumber ~~this~~of ~~annual~~shares ~~report.~~of ~~The~~our ~~selected~~common ~~financial~~stock ~~data~~to inApcentive ~~this~~and ~~section~~agreed ~~is not intended~~ to ~~replace~~pay ~~our~~Apcentive ~~financial~~a ~~statements~~future ~~and~~royalty ~~the~~equal ~~related~~to ~~notes~~1.5% ~~and~~of ~~are~~the ~~qualified~~net incash ~~their~~we ~~entirety~~receive byfrom the ~~financial~~promotion, ~~statements~~marketing, ~~and~~sale, ~~related~~licensing, ~~notes~~distribution ~~included~~and ~~elsewhere~~other inexploitation ~~this~~of ~~annual~~the ~~report~~patent.

	Year Ended August 31,
	2017			2016			2015			2014			2013
Net sales	$	-		$	-		$	-		$	-		$	-
Stock based compensation	$	30,376,431		$	72,309		$	-		$	-		$	-
Research and development expenses	$	1,086,599		$	-		$	-		$	-		$	-
Net loss	$	(36,912,959	)	$	(168,323	)	$	(164	)	$	(17,363	)	$	(12,715	)
Loss per share:
Basic	$	(0.44	)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Diluted	$	(0.44	)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Cash dividends declared per share	$	-		$	-		$	-		$	-		$	-
Shares used in computing loss per share:
Basic		83,785,574			112,673,138			114,097,796			546,514,581			1,682,000,000
Diluted		83,785,574			112,673,138			114,097,796			546,514,581			1,682,000,000
Total cash and cash equivalents	$	217,694		$	809		$	5,427		$	5,427		$	77
Total assets	$	528,326		$	9,976		$	5,427		$	5,427		$	77
Total current liabilities	$	421,749		$	100,640		$	40,134		$	39,970		$	22,597
Total long-term obligations	$	-		$	-		$	-		$	-		$	-
Total liabilities	$	421,749		$	100,640		$	40,134		$	39,970		$	22,597
Total shareholders' equity (deficit)	$	106,577		$	(90,664	)	$	(34,707	)	$	(34,543	)	$	(22,520	)

On January 4, 2017, we filed a Form 8-K with the SEC stating that by virtue of our continuing efforts to implement our business plan and the nature of our assets, we believed that we were no longer a company with no or nominal operations and no or nominal assets, and therefore, no longer a “shell company” under the rules of the SEC.

~~Item~~On 7August 24, 2018, we effected a 30,000-to-1 reverse split of our common stock. ~~Management~~As a result of the reverse split, every 30,000 pre-split shares of the Company’s ~~Discussion~~common ~~and~~stock ~~Analysis~~outstanding on the effective date of ~~Financial~~the ~~Conditions~~reverse split were automatically combined into one new share of common stock without any action on the part of the holders, and ~~Results~~the number of ~~Operations~~outstanding shares of common stock was reduced from approximately 8,888,443 to approximately 296,000 (subject to the rounding up of fractional shares). All historical share balances and share price-related data in this annual report have been adjusted based on the 30,000-to-1 reverse split ratio.

~~Company~~Results ~~Overview~~of Operations

WeThe ~~were~~following ~~incorporated~~summary inof ~~Nevada~~our onresults ~~January~~of 5,operations ~~2011~~should ~~under~~be ~~the~~read ~~name~~in ~~Ample-Tee.~~conjunction ~~Our~~with ~~original~~our ~~purpose~~financial ~~was~~statements toincluded ~~engage~~elsewhere in ~~the~~this ~~business of promoting, marketing, selling and distributing hard-to-find ergonomic products for the physically disabled~~prospectus.

OnTo ~~October 20~~date, ~~2015,~~we ~~our~~have ~~current~~not ~~President,~~earned ~~Treasurer~~any ~~and~~revenues ~~Secretary, J. Edwards Daniels, acquired control of the Company by purchasing~~ from ~~Lawrence Chenard, our former president, 84,400,000 shares of our common stock for a purchase price of $250,000 (80,000,000 of which shares were delivered by Mr~~operations. Daniels to the Company for cancellation without consideration in August 2016 for the purpose of making more shares available for issuance to new investors and making the Company’s capital structure more attractive to those new investors). At the time of this acquisition, the Company was a “shell company” within the meaning of the rules of the SEC.

35Fiscal ~~Table~~Year ofEnded ~~Contents~~August 31, 2018 and 2017

OnOur ~~May~~operating ~~19,~~results ~~2016,~~for wethe ~~changed~~years ~~our~~ended ~~name~~August to31, ~~Airborne~~2018 ~~Wireless~~and ~~Network~~2017, toand ~~better~~the ~~align~~changes ~~our~~between ~~name~~those ~~with~~periods ~~our~~for ~~intention~~the torespective ~~develop~~items, ~~and~~are ~~deliver~~summarized ~~next~~as ~~generation global connectivity.~~follows:

In connection with this contemplated shift in business focus, on August 3, 2016, we acquired from Apcentive all of Apcentive’s right, title and interest in and to U.S. Patent No. 6,285,878 B1 and all related supporting materials, continuations, amendments, updates, and contemplated updates and amendments and the trademark “Infinitus Super Highway.” The patent, which expires on September 20, 2018, gives the holder the exclusive right in the United States and countries honoring United States patents to create a fully meshed, high-speed broadband wireless network by linking commercial aircraft in flight. In consideration for the patent and the trademark, we issued a number of shares of our common stock to Apcentive and agreed to pay Apcentive a future royalty equal to 1.5% of the net cash we receive from the promotion, marketing, sale, licensing, distribution and other exploitation of the patent.

	Year Ended,
	August 31,
Statement of Operations Data:	2018		2017		Changes

Revenue	$	-	$	-	$	-
Total operating expenses		68,617,601		36,423,391		32,194,210
Other expenses		8,065,623		489,568		7,576,055
Net loss	$	76,683,224	$	36,912,959	$	39,770,265

On37 ~~January~~Table ~~4, 2017, we filed a Form 8-K with the SEC stating that by virtue~~ of our continuing efforts to implement our business plan and the nature of our assets, we believed that we were no longer a company with no or nominal operations and no or nominal assets, and therefore, no longer a “shell company” under the rules of the SEC. Contents

~~Results~~We incurred a net loss of ~~Operations~~$76.7 million for the year ended August 31, 2018 as compared to a net loss of $36.9 million for the same period in 2017. The increase in net loss was due to an increase in operating expenses and other expenses. The increase in operating expenses was mainly attributable to the intensified development and marketing of Infinitus, stock-based compensation expense related to common stock and warrants issued to consultants and debt holders, and professional fees for consulting, legal and accounting services. The increase in other expenses relates to loss in change in fair value on derivative liabilities and interest expense, primarily from the issuance of convertible notes during the year ended August 31, 2018.

~~The~~We ~~following~~expect ~~summary~~that ofoperating ~~our~~costs ~~results~~will ofcontinue ~~operations~~to ~~should~~ be ~~read~~incurred inat ~~conjunction~~an ~~with~~elevated ~~our~~level ~~financial~~in ~~statements~~future ~~included~~periods ~~elsewhere~~as inwe ~~this~~continue ~~annual~~to ~~report~~develop Infinitus.

ToOur ~~date~~operating expenses for the years ended August 31, we2018 ~~have~~and ~~not~~2017, ~~earned~~and ~~any~~the ~~revenues~~changes ~~from~~between ~~operations.~~those periods for the respective items, are summarized as follows:

Fiscal Years Ended August 31, 2017 and 2016

	Year Ended,
	August 31,
Operating Expenses:	2018		2017		Changes

Marketing and branding	$	9,314,045	$	1,794,919	$	7,519,126
Depreciation		10,469		4,562		5,907
General and administrative expenses		1,280,448		358,707		921,741
Management fees		111,000		38,135		72,865
Professional fees		5,141,969		2,155,756		2,986,213
Research and development		1,902,452		1,086,599		815,853
Salaries and wages		1,129,725		608,282		521,443
Stock based compensation		49,727,493		30,376,431		19,351,062
Total operating expenses	$	68,617,601	$	36,423,391	$	32,194,210

~~Our~~The biggest component of the increase in operating ~~results~~expenses ~~for~~was $49.7 million of stock-based compensation expenses incurred in the 2018 period compared to $30.4 million of stock-based compensation expenses incurred in the 2017 period. In the year ended August 31, ~~2017~~2018, stock compensation expense included: (i) $2.0 million in connection with the issuance of 71 shares of common stock and ~~2016~~$13.6 million in connection with the issuance of 191 warrants to purchase shares to Air Lease Corporation pursuant to our marketing agreement with that company; (ii) $599,425 in connection with the issuance of 10,892 shares of common stock to Jet Midwest Group pursuant to our service agreement with that company; (iii) $130,855 in connection with the issuance of 4 shares of common stock and $359,852 in connection with the ~~changes~~issuance ~~between~~of ~~those~~10 ~~periods~~warrants to purchase shares to Brighton Capital Ltd. pursuant to our consulting agreement with that company; (iv) $27 million with respect to employee stock options; (v) $5.5 million in connection with the issuance of 3,262 warrants to purchase shares to shareholders; (vi) $408,164 in connection with the issuance of 14 shares of common stock to vendors for services rendered; and (vii) $281,901 in connection with the ~~respective~~issuance ~~items~~of 22,275 ~~are~~shares ~~summarized~~of ascommon ~~follows~~stock to debt holders. In the year ended August 31, 2017, stock compensation expense included: (i) $11.9 million in connection with the issuance of 9,058,652 shares of common stock to Air Lease Corporation pursuant to our marketing agreement with that company; (ii) $1.6 million in connection with the issuance of 1,573,642 shares of common stock to Jet Midwest Group pursuant to our service agreement with that company; (iii) $434,000 in connection with the issuance of 386,656 shares of common stock to consultants; (iv) $16.2 million with respect to employee stock options; and (v) $229,000 in connection with the issuance of 125,000 shares of warrants to consultants.

	Year Ended
	August 31,
Statement of Operations Data:	2017		2016		Changes
Revenue	$	-	$	-	$	-
Total operating expenses		36,423,391		168,323		36,255,068
Other expenses		489,568		-		489,568
Net loss	$	36,912,959	$	168,323	$	36,744,636

Marketing and branding expenses incurred relate to television and print advertising for branding purposes. We believe that building recognition for our brand enhances our reputation and ultimately our ability to attract technology, financial and other companies which can potentially assist us in developing and commercializing Infinitus. Furthermore, building our reputation and brand will enhance our ability to attract vendors and customers, like airlines and internet service providers, once Infinitus is ready for commercialization. During the year ended August 31, 2018, our company has increased marketing and branding efforts and incurred $9.3 million marketing and branding expenses; whereas, $1.8 million were incurred by our company during the year ended August 31, 2017. We expect that our expenditures on marketing and branding will increase in future fiscal periods as we continue to develop Infinitus, and will grow proportionally with our research and development spending.

We38 ~~did~~Table ~~not~~of ~~earn revenues for the years ended August 31, 2017 or 2016.~~Contents

WeProfessional ~~incurred~~fees ainclude ~~net~~fees ~~loss~~to ofconsultants, ~~$36.9~~investor ~~million~~relations firms, and legal, accounting and compliance professionals for our audit, SEC filings, securities offerings and contracts. During the year ended August 31, ~~2017~~2018, asprofessional ~~compared~~fees towere a$5.1 ~~net~~million ~~loss~~compared ofto $~~168,323~~2.2 million for the ~~same~~comparative period in ~~2016~~2017. The increase in ~~net~~professional ~~loss~~fees ~~was~~were ~~due~~mainly attributed to ~~significantly~~the ~~increased~~increase ~~operating~~in ~~expenses~~consulting ~~incurred~~fees inrelated ~~connection~~to ~~with~~business, ~~the~~strategic and software development ofand ~~our~~legal ~~Infinitus~~fees ~~Super~~related ~~Highway~~to ~~starting~~private inplacements ~~August~~and ~~2016.~~public Weofferings ~~expect~~of ~~that~~our ~~operating~~securities. ~~costs~~We ~~will~~expect to continue to beincur ~~incurred~~professional fees at an elevated level infor the foreseeable future ~~periods~~in asconnection wewith ~~continue~~capital-raising totransactions, ~~develop~~regulatory ~~Infinitus.~~compliance and responses and other related matters.

36Research ~~Table~~and development expenses incurred relate to the development of ~~Contents~~Infinitus starting in August 2016. During the year ended August 31, 2018, research and development expense was $1.9 million, as compared to $1.1 million during the same period in 2017. The increase in our research and development spending during the year ended August 31, 2018 was due to our intensified focus on developing Infinitus. Had the Company had access to greater capital resources, including cash on hand, during the year, the Company would have spent an even greater amount on research and development. As a result of the closing of our public offering of 8,000 units on May 29, 2018, we anticipate that spending on research and development will grow in future fiscal quarters, especially as we prepare for the two-plane test and eventually the 20-plane test.

~~Our~~General ~~operating~~and administrative expenses ~~for~~include office, shipping, entertainment, travel, insurance and other miscellaneous expenses. During the year ended August 31, ~~2017 and 2016~~2018, general and ~~the~~administrative ~~changes~~expenses ~~between~~increased ~~those~~primarily ~~periods~~from ~~for~~travel ~~the~~costs ~~respective~~increasing ~~items~~$772,000 ~~are~~as ~~summarized~~compared asto ~~follows:~~the same period in 2017.

	Year Ended
	August 31,
Operating expenses:	2017		2016		Changes
Advertising and marketing	$	1,794,919	$	-	$	1,794,919
Depreciation and amortization		4,562		-		4,562
General and administrative expenses		358,707		5,531		353,176
Management fees		38,135		-		38,135
Professional fees		2,155,756		90,483		2,065,273
Research and development		1,086,599		-		1,086,599
Salaries and wages		608,282		-		608,282
Stock based compensation		30,376,431		72,309		30,304,122
Total operating expenses	$	36,423,391	$	168,323	$	36,255,068

Our other expenses for the years ended August 31, 2018 and 2017, and the changes between those periods for the respective items, are summarized as follows:

The principal reason for the increase in operating expenses was $30.4 million of stock-based compensation expenses incurred in the 2017 period compared to $72,309 of stock-based compensation expenses incurred in fiscal 2016. In the year ended August 31, 2017, stock compensation expense included: (i) $11.9 million in connection with the issuance of 9,058,652 shares of common stock to Air Lease Corporation pursuant to our marketing agreement with that company; (ii) $1.6 million in connection with the issuance of 1,573,642 shares of common stock to Jet Midwest Group pursuant to our service agreement with that company; (iii) $434,000 in connection with the issuance of 386,656 shares of common stock to consultants; (iv) $16.2 million with respect to employee stock options; and (v) $229,000 in connection with the issuance of 125,000 shares of warrants to consultants.

	Year Ended,
	August 31,
Other (Income) Expense	2018		2017		Changes

Interest expense	$	6,517,537	$	150	$	6,517,387
Change in fair value of derivative liabilities		1,548,086		-		1,548,086
Loss on related party loan conversion		-		489,418		(489,418	)
Total other expense	$	8,065,623	$	489,568	$	7,576,055

~~Advertising~~During ~~and~~the ~~marketing~~year ~~expenses~~ended August 31, 2018, our Company incurred ~~relate~~$8,065,623 toin ~~television~~other ~~and~~expenses ~~print~~which ~~advertising~~included ~~for~~a ~~branding~~net ~~purposes~~loss on change in fair value of derivative liabilities of $1.5 ~~There~~million ~~were~~and nointerest ~~such~~expense ~~expenses~~of ~~incurred~~$6.5 bymillion. ~~the~~The ~~Company~~loss on change in ~~2016~~fair value of derivative liabilities related to $4.2 ~~General~~million as a day one loss in the fair value of warrants and ~~administrative~~convertible ~~expenses~~notes ~~include~~recorded ~~office,~~as ~~shipping,~~a ~~entertainment,~~derivative ~~travel~~liability, ~~insurance~~$8.0 million as a day one loss from the addition of new derivative liabilities recognized upon issuance of convertible preferred stock and ~~other~~a ~~miscellaneous~~gain ~~expenses~~of $10.6 ~~Professional~~million ~~fees~~in ~~include~~the ~~fees~~change toin ~~consultants,~~the ~~investor~~fair ~~relations,~~value ~~and~~of ~~legal~~derivative liabilities, ~~accounting~~as calculated using Black-Scholes option model. The interest expense includes amortization of debt discount and ~~compliance~~interest ~~fees~~incurred ~~for~~on ~~our~~convertible ~~audit~~notes issued during the year ended August 31, ~~SEC~~2018. ~~filings~~For the year ended August 31, ~~securities~~2017, ~~offerings~~other expenses included $150 of interest expense and ~~contracts.~~loss on related party loan conversion of $489,418.

	Year Ended
	August 31,
Other Expenses	2017		2016		Changes
Interest expense	$	150	$	-	$	150
Loss on related party loan conversion		489,418		-		489,418
Total other expenses	$	489,568	$	-	$	489,568

Liquidity and Capital Resources

~~During~~The ~~the~~following ~~year~~table ~~ended~~presents ~~August~~selected ~~31,~~financial ~~2017,~~information ~~the~~as ~~Company has incurred $489,568 other expenses which include loss on related party loan conversion~~ of ~~$489,418,~~and ~~resulted~~for ~~from~~ the ~~issuance~~years ofended ~~339,880~~August ~~shares of common stock valued at $1.69 per share~~31, ~~for the settlement of notes payable of $84~~2018,~~980.~~ ~~There~~and ~~were no such expenses incurred by the Company in 2016.~~2017:

Fiscal Years Ended August 31, 2016 and 2015

	August 31,			August 31,
Balance Sheet Data:	2018			2017		Changes

Cash	$	155,988		$	217,694	$	(61,706	)
Working capital (deficiency)	$	(9,271,865	)	$	81,229	$	(9,353,094	)
Total assets	$	1,210,248		$	528,326	$	681,922
Total liabilities	$	10,447,503		$	421,749	$	10,025,754
Total stockholders' equity (deficit)	$	(9,237,255	)	$	106,577	$	(9,343,832	)

~~Our~~39 ~~operating~~Table ~~results~~of ~~for the year ended August 31, 2016 and 2015, and the changes between those periods for the respective items, are summarized as follows:~~Contents

	Year Ended
Statement of Operations Data:	August 31, 2016			August 31, 2015
Revenues	$	-		$	-
Total operating expenses		168,323			17,452
Other income		-			17,288
Net loss	$	(168,323	)	$	(164	)

Because we have not generated any revenues, we depend on proceeds from the sales of securities and loans to finance our operations. As previously disclosed, on May 29, 2018, we completed a public offering of 8,000 units consisting of Preferred Stock and warrants to purchase additional shares of Preferred Stock from which we generated $6.7 million, after deducting underwriting discounts and other expenses of the offering. If the warrants included in the offering are exercised, then the Company could receive additional gross proceeds of up to $24 million, although there can be no assurance that the warrants will be exercised in full, or at all. Additionally, during the year ended August 31, 2018, we also generated proceeds from the issuances of securities exempt from the registration requirements of the Securities Act, including the following: (i) $1.2 million from the issuance of units that included an aggregate of 3,178 shares of common stock and warrants to purchase an additional 3,178 shares of common stock that expire in one to five years from the sale date at exercise prices ranging from $10.20 to $97,500 per share; (ii) $1.7 million from the exercise of 84 warrant units; (iii) $5.7 million from the issuance of convertible notes; and (iv) $600,000 from the exercise of 600 warrants issued in our May 2018 public offering into 600 shares of Series A Convertible Preferred Stock.

37Subsequent ~~Table~~to August 31, 2018, we received gross proceeds of ~~Contents~~$800,000 from the exercise of 800 warrants issued in our May 2018 public offering into 800 shares of Series A Convertible Preferred Stock.

~~Net loss was $168~~Accordingly,~~323~~ ~~for~~we ~~year~~must ~~ended~~obtain ~~August~~additional ~~31,~~financing ~~2016,~~to ~~and~~continue ~~$164~~operations ~~for~~at ~~the~~our ~~year~~current ~~ended August 31, 2015~~level. ~~The~~Although ~~principal~~we ~~reason~~believe ~~for~~that ~~this~~we ~~increase~~have ~~was~~enough ~~the~~cash ~~over~~on ~~900%~~hand ~~increase~~to infund ~~operating~~our ~~expenses.~~contemplated ~~The~~two-plane ~~increase~~test, inwe ~~operating~~are ~~expenses~~unable ~~during~~to ~~the~~predict ~~year~~for ~~ended~~how ~~August~~long ~~31,~~our ~~2016~~cash ~~was~~on ~~primarily~~hand ~~due~~will tofund anour ~~increase~~operations. inWe ~~accounting,~~believe ~~audit,~~that ~~legal~~we ~~and~~will ~~professional~~be ~~fees~~able ~~for~~to ~~SEC~~secure ~~filings~~additional private and ~~stock-based~~public ~~compensation~~financing ~~from~~in ~~stock~~the ~~options~~future. ~~granted~~We tocan ~~employees.~~give ~~Other~~no ~~income~~assurance ~~for~~that ~~the~~we ~~year~~can ~~ended~~obtain ~~August~~any 31additional financing, ~~2015~~or isif ~~related~~such tofinancing ~~gain~~is onavailable, ~~debt~~that ~~extinguishment~~it ofwould ~~$17,288,~~be ~~which~~available ~~was~~on aterms ~~non-recurring~~generally ~~transaction~~as ~~that~~favorable ~~did~~as ~~not~~terms ~~occur~~of inrecent ~~fiscal 2017~~financings.

WeUnless ~~incurred~~we ~~$168,323~~are ~~and~~able ~~$17,452~~to inraise ~~operating~~additional ~~expenses~~capital ~~for~~or ~~the~~begin ~~year~~to ~~ended~~generate ~~August~~sufficient 31revenues to finance operations as a going concern, ~~2016~~we may experience liquidity and ~~2015,~~solvency ~~respectively~~problems. ~~Our~~Such ~~operating~~liquidity ~~expenses~~and ~~are~~solvency ~~primarily~~problems ~~for~~may ~~professional~~force ~~fees~~us to ~~maintain~~cease operations if additional financing is not available. In addition to our ~~reporting~~burn ~~status~~rate ~~with~~and ~~the~~ongoing ~~SEC~~research and ~~stock~~development expenses, we anticipate expending significant funds in connection with a contemplated two-~~based~~plane ~~compensation~~test ~~from~~utilizing ~~stock~~two ~~options~~Cessnas ~~granted~~(or toequivalent ~~our~~planes) ~~employees.~~installed Wewith ~~have~~Infinitus ~~not~~technology ~~attained~~incorporating ~~profitable~~the ~~operations~~free ~~and~~space ~~are~~optic ~~dependent~~links ~~upon~~underlying ~~obtaining~~the ~~financing~~Company’s patent application filed on July 25, 2017, and ~~have~~a ~~historically~~larger ~~relied~~airborne ontest ~~loans~~involving ~~from~~up ~~related~~to ~~parties.~~20 ~~For~~commercial ~~these~~aircraft ~~reasons,~~during ~~our~~the ~~auditors~~next ~~believe~~12-24 months, assuming that ~~there~~sufficient isprogress ~~substantial~~has ~~doubt~~been made in the relevant software and hardware development and that we ~~will~~are be able to ~~continue~~obtain asadditional ~~a going concern~~funding.

~~Liquidity~~The ~~and~~following ~~Capital~~table ~~Resources~~ sets forth certain information about our cash flows during the year ended August 31, 2018 and 2017:

Fiscal Years Ended August 31, 2017, 2016 and 2015

	Year Ended,
	August 31,
Cash Flow Data:	2018			2017			Changes

Cash Flows used in Operating Activities	$	(15,301,336	)	$	(5,952,193	)	$	(9,349,143	)
Cash Flows used in Investing Activities		(19,731	)		(29,910	)		10,179
Cash Flows provided by Financing Activities		15,259,361			6,198,988			9,060,373
Net Change in Cash	$	(61,706	)	$	216,885		$	(278,591	)

	August 31,		August 31,			August 31,
Balance Sheet Data:	2017		2016			2015
Cash	$	217,694	$	809		$	5,427
Bank indebtedness	$	56	$	1,985		$	-
Working capital (deficiency)	$	81,229	$	(90,664	)	$	(34,707	)
Total assets	$	528,326	$	9,976		$	5,427
Total liabilities	$	421,749	$	100,640		$	40,134
Total stockholders' equity (deficit)	$	106,577	$	(90,664	)	$	(34,707	)

Cash Flows from Operating Activities

~~Because~~We we have not generated ~~any~~positive ~~revenues,~~cash weflows ~~depend on proceeds~~ from ~~the~~operating ~~sales of securities and loans to finance our operations~~activities. ~~During~~For the year ended August 31, ~~2017~~2018, wenet ~~relied~~cash ~~primarily~~flows onused ~~proceeds~~in ~~from~~operating ~~the~~activities ~~issuances~~were of$15.3 ~~securities~~million, ~~including~~consisting ~~the~~of ~~following:~~a ~~(i)~~net loss of $476.7 million, ~~from~~offset ~~the~~by ~~issuance~~stock-based compensation of ~~units~~$49.7 ~~that~~million, ~~included~~net angain ~~aggregate~~on change in fair value of ~~4,104,998~~derivative ~~shares~~liabilities of ~~common~~$1.5 ~~stock~~million, ~~and~~amortization ~~warrants~~of todebt ~~purchase~~discount anof ~~additional~~$6.1 4million,~~104,998~~ ~~shares~~depreciation of ~~common~~$10,469 ~~stock~~, ~~that~~penalty ~~expire~~on inconvertible ~~one~~note toof ~~five~~$15,000 ~~years~~and ~~from~~an ~~the~~increase ~~sale~~in ~~date~~operating atliabilities ~~prices~~from ~~ranging~~accounts ~~from~~payable ~~$1.25~~and toaccrued ~~$3.25~~liabilities ~~per~~of ~~share;~~$4,487,669 and ~~(ii)~~ accrued interest of $1209,~~440~~363,~~000~~ as well as an increase in operating activities from ~~the~~prepaid ~~issuance~~expenses of 1$734,~~152,000~~366. ~~shares~~Unless ofand ~~common~~until ~~stock~~we ~~upon~~generate ~~exercise~~revenue offrom ~~outstanding~~Infinitus, ~~warrants.~~we expect to continue to generate net losses.

~~Accordingly,~~40 weTable must obtain additional financing to continue operations at our current level. We believe that we will be able to secure additional private and public financing in the future. We can give no assurance that we can obtain any additional financing, or if such financing is available, it would be available on terms generally as favorable as terms of ~~recent financings.~~ Contents

~~Subsequent~~For tothe year ended August 31, 2017, wenet ~~obtained~~cash ~~$2,596,625~~flows used in ~~additional~~operating ~~capital.~~activities Wewere ~~issued~~$5,952,193, ~~units~~ consisting of ana ~~aggregate~~net ofloss ~~431,080 shares~~ of ~~common stock and warrants to purchase 431~~$36,~~080 shares of common stock~~912,959. ~~exercisable~~The ~~for~~operating ~~three~~cash ~~years~~flows ~~from~~used ~~issuance~~were atreduced aby ~~price~~stock-based ~~range~~compensation of $~~0.83~~30,376,431, toloss ~~$2.05~~on ~~per~~related ~~share,~~party ~~for~~note ~~aggregate~~conversion ~~gross proceeds~~ of $~~484~~489,~~000. In addition~~418, wedepreciation ~~issued~~and ~~convertible~~amortization ~~notes in the total amount~~ of $24,~~112,625~~562 inand ~~conjunction~~an ~~with~~increase ~~496,000~~in ~~common~~accounts ~~shares~~payable and ~~warrants~~accrued toliabilities ~~purchase up to 18,000 shares~~ of ~~our common stock at a~~ $~~1.75~~368,401 ~~exercise~~and ~~price.~~was ~~The~~increased ~~Convertible~~by ~~Notes~~an ~~have~~increase ~~maturity~~in ~~dates~~prepaid ~~ranging~~expenses ~~from~~of ~~six months to one year~~$276,117 ~~annual interest rates ranging from 0% to 8%~~ and a ~~conversion~~decrease ~~price~~in ~~equal~~line ~~to 70%~~ of ~~the~~credit ~~lowest trading price~~ of ~~the Company’s Common Stock for the last 25 days prior to the conversion~~$1,929.

~~Unless~~Cash weFlows ~~are~~from ~~able~~Investing to raise additional capital or begin to generate sufficient revenues to finance operations as a going concern, we may experience liquidity and solvency problems. Such liquidity and solvency problems may force us to cease operations if additional financing is not available. In addition to our burn rate and ongoing research and development expenses, we anticipate expending significant funds in connection with the Cessna proof of test and a larger airborne test involving up to 20 commercial aircraft during the 2018 calendar year, assuming that sufficient progress has been made in the relevant software and hardware development and that we are able to obtain additional funding.Activities

38For ~~Table~~the year ended August 31, 2018, we acquired $19,731 of ~~Contents~~office and computer equipment.

~~The~~For ~~following~~the ~~table~~year ~~sets~~ended ~~forth~~August ~~certain~~31, ~~information~~2017, ~~about~~we ~~our~~acquired ~~cash~~$29,910 ~~flow~~of ~~during~~office ~~the~~and ~~year~~computer ~~ended August 31, 2017~~equipment.

	Year Ended August 31,
Cash Flow Data:	2017			2016			2015
Cash Flows used in Operating Activities	$	(5,952,193	)	$	(49,906	)	$	(4,145	)
Cash Flows used in Investing Activities		(29,910	)		-			-
Cash Flows provided by Investing Activities		6,198,988			45,288			4,145
Net Increase (decrease) in Cash During Period	$	216,885		$	(4,618	)	$	-

Cash Flows from Financing Activities

~~Cash~~For ~~Flows~~the year ended August 31, 2018, net cash flows provided by financing activities was $15.3 million, consisting of proceeds from ~~Operating~~the ~~Activities~~issuance of convertible notes of $5.7 million, proceeds from the issuance of common stock from share subscriptions in exempt private placements of $1.2 million, proceeds from the exercises of warrants of $1.7 million, proceeds from the consummation of our public offering of units consisting of Preferred Stock and warrants to the purchase shares of Preferred Stock of $6.7 million and proceeds from preferred stock units issued from the exercise of warrants of $600,000, and was offset by repayment of convertible notes of $550,000.

~~We have not generated positive cash flows from operating activities.~~ For the year ended August 31, 2017, net cash flows ~~used~~provided inby ~~operating~~financing activities ~~were~~was $56,~~952~~198,~~193~~988, consisting of aproceeds ~~net~~from ~~loss~~issuance of ~~$36,912,959,~~common ~~offset by~~ stock~~-based~~ ~~compensation~~and warrants of $304,~~376~~719,~~431~~373, ~~loss~~proceeds onfrom ~~related~~the ~~party~~exercise ~~note~~of ~~conversion~~warrants of $~~489~~1,~~418~~440,000, ~~depreciation~~proceeds ~~and~~from ~~amortization~~the conversion of ~~$4,562~~related ~~and~~party anloans ~~increase~~to incommon ~~accounts~~shares ~~payable and accrued liabilities~~ of $~~368~~49,~~401~~980, ~~and~~offset, ~~was increased by an increase~~ in ~~prepaid expenses of $276~~part,~~117~~ ~~and~~by arepayment ~~decrease~~to inrelated ~~line~~parties of ~~credit of~~ $110,~~929~~365. ~~Unless and until we general revenue from Infinitus, we expect to continue to generate net losses.~~

~~For~~Off ~~the~~Balance ~~year~~Sheet ended August 31, 2016, net cash flows used in operating activities was $49,906, primarily from a loss of $168,323 and was reduced by stock based compensation of $72,309, an increase in accounts payable and accrued liabilities of $53,290 and an increase in line of credit of $1,985, and was increased by an increase in prepaid expense of $9,167. Arrangements

~~For~~The ~~the~~Company ~~year~~does ~~ended~~not ~~August~~have ~~31,~~any ~~2015,~~off-balance ~~net~~sheet ~~cash~~arrangements ~~flows~~that ~~used~~have inor ~~operating~~are ~~activities~~reasonably ~~was~~likely ~~$4,145,~~to ~~consisting~~have of a ~~net~~current ~~loss~~or ~~of $164~~future ~~and~~effect ~~was~~on ~~offset~~the byCompany’s ~~gain~~financial oncondition, ~~extinguishment~~changes ofin ~~debt~~financial condition, revenues or expenses, results of ~~$17~~operations,~~288~~ ~~and~~liquidity, ancapital ~~increase~~expenditures inor ~~accounts~~capital ~~payable~~resources ofthat ~~$13,307~~are material to investors.

~~Cash~~Application ~~Flows~~of ~~from~~Critical ~~Investing~~Accounting ~~Activities~~Policies

~~For~~We have identified the ~~year~~policies ~~ended~~below ~~August~~as ~~31,~~critical ~~2017,~~to weour ~~acquired~~business ~~$29,910~~operations and the understanding of ~~office~~our ~~and~~results ~~computer~~of ~~equipment~~operations. ~~For~~The ~~the~~impact ~~years~~on ~~ended~~our ~~August~~business ~~31,~~operations ~~2016~~and any associated risks related to these policies are discussed throughout Management’s Discussion and ~~August~~Analysis ~~31,~~of ~~2015,~~Financial weCondition ~~did~~and ~~not~~Results ~~use~~of ~~cash~~Operations ~~flow~~when ~~for~~such ~~investing~~policies ~~activities~~affect our reported or expected financial results.

~~Cash~~In ~~Flows~~the ordinary course of business, we have made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”). We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. The results form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from ~~Financing~~other ~~Activities~~sources. Actual results could differ significantly from those estimates under different assumptions and conditions. We believe that the following discussion addresses our most critical accounting policies, which are those that are most important to the portrayal of our financial condition and results of operations and require our most difficult subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

~~For~~The ~~the~~material ~~year~~estimates ~~ended~~for ~~August~~our ~~31,~~company ~~2017,~~are ~~net~~that ~~cash~~of ~~flows~~income ~~provided~~tax byvaluation ~~financing~~allowance ~~activities~~recorded ~~was~~for ~~$6,198,988,~~deferred ~~consisting~~tax ofassets ~~proceeds~~and ~~from~~stock-based ~~issuance~~compensation. ofWe ~~common~~recorded stock-based compensation for options and warrants issued and the fair value of ~~$4,719,373,~~embedded ~~proceeds~~conversion ~~from~~options ~~the~~that ~~exercise~~are convertible into a variable amount of ~~warrants~~shares. The fair values of $1options,~~440~~ warrants,~~000,~~ ~~proceeds~~and ~~from~~embedded conversion options are determined using the ~~conversion~~Black-Scholes option pricing model. We have no historical data on the accuracy of these estimates. The estimated sensitivity to change is related ~~party~~to ~~loans~~the various variables of the Black-Scholes option pricing model stated below. The specific quantitative variables are included in the notes to ~~common~~the ~~shares~~consolidated financial statements. The estimated fair value of ~~$49~~options is recognized as expense on the straight-line basis over the options’ vesting periods. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model with the expected life,~~980,~~ ~~offset~~dividend yield, inexpected ~~part~~volatility, byand ~~repayment~~risk-free interest rate weighted-average assumptions used for options and warrants granted. Expected volatility for 2018 and 2017 was estimated using our common stock for convertible notes and the average historical volatility of three public companies offering services similar to ~~related~~ours ~~parties~~for warrants and stock options. The risk-free rate for periods within the contractual life of ~~$10,365~~the option is based on the U.S. Treasury yield curve in effect at the grant date. The expected life of options is based on the life of the instrument on grant date.

~~For~~41 ~~the~~Table ~~years~~of ~~ended August 31, 2016 and 2015, net cash flows provided by financing activities were $45,288 and $4,145, respectively, through advances from related parties.~~Contents

~~Off~~Basis ~~Balance~~of ~~Sheet~~Accounting ~~Arrangements~~and Going Concern

~~The~~Our audited ~~Company~~financial ~~does~~statements ~~not~~ have ~~any~~been ~~off-balance~~prepared ~~sheet~~on ~~arrangements~~the ~~that~~accrual ~~have~~basis orof ~~are~~accounting ~~reasonably~~in ~~likely~~conformity towith GAAP. In addition, the accompanying audited financial statements have abeen ~~current~~prepared orassuming ~~future~~that ~~effect~~we onwill ~~the~~continue ~~Company’s~~as ~~financial~~a ~~condition~~going concern, ~~changes~~which contemplates the realization of assets and the liquidation of liabilities in ~~financial~~the ~~condition,~~normal ~~revenues~~course orof ~~expenses,~~business. ~~results~~We generated accumulated losses of ~~operations~~approximately $113,812,053 ~~liquidity~~through August 31, 2018 and have insufficient working capital ~~expenditures~~and cash flows to support operations. These factors raise substantial doubt about our ability to continue as a going concern. The audited financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or ~~capital~~the ~~resources~~amounts and classification of liabilities that ~~are~~might ~~material~~result tofrom ~~investors~~this uncertainty.

39Research ~~Table~~and ofDevelopment ~~Contents~~Expenses

~~Commitments~~We follow ASC 730-10, “Research and Development,” and expense research and development costs when incurred. Accordingly, third-party research and development costs, including designing, prototyping and testing of product, are expensed when the contracted work has been performed or milestone results have been achieved. Indirect costs are allocated based on percentage usage related to the research and development. Research and development costs of $1,902,452 and $1,086,599 were incurred for the year ended August 31, 2018 and 2017, respectively.

~~The~~Stock-Based ~~following table summarizes our contractual obligations as of August 31, 2017:~~Compensation

	Payment due by period
	Total		Less than 1 year		1-3 Years		3-5 Years		More than 5 years
Operating leases	$	64,420	$	42,136	$	22,284	$	-	$	-
Total	$	64,420	$	42,136	$	22,284	$	-	$	-

ASC 718, “Compensation - Stock Compensation,” prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

~~Operating~~Our ~~Leases~~company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity - Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

AsStock-based ~~of August~~expense ~~31,~~totaled ~~2017~~$49,727,493 ~~the~~and ~~Company’s total future minimum lease payments under noncancelable operating leases were~~ $6430,~~420.~~376,431, ~~The~~for ~~Company’s~~the ~~leases~~year ~~have~~ended ~~original~~August ~~terms~~31, ~~not~~2018 ~~exceeding 2 years. For additional discussion on our commitments~~ and ~~contingencies~~2017, ~~please see Note 10 to our financial statements included elsewhere in this annual report~~respectively.

~~Application~~Intangible ~~of Critical Accounting Policies~~Assets

We ~~have~~account ~~identified~~for ~~the~~intangible ~~policies~~assets ~~below~~in asaccordance ~~critical~~with toASC ~~our~~350 ~~business~~“Intangibles-Goodwill ~~operations~~ and ~~the~~Other.” ~~understanding~~The cost of ~~our~~intangible ~~results~~assets with determinable useful lives is amortized to reflect the pattern of ~~operations.~~economic ~~The~~benefits ~~impact~~consumed, either on ~~our~~a ~~business~~straight-line ~~operations~~or ~~and~~accelerated ~~any~~basis ~~associated~~over ~~risks~~the ~~related~~estimated toperiods ~~these~~benefited. ~~policies~~Patents, technology and other intangibles with contractual terms are ~~discussed~~generally ~~throughout~~amortized ~~Management’s~~over ~~Discussion~~their ~~and~~respective ~~Analysis~~legal ofor ~~Financial~~contractual ~~Condition~~lives. Customer relationships, brands and ~~Results~~other ofnon-contractual ~~Operations~~intangible ~~when~~assets ~~such~~with ~~policies~~determinable ~~affect~~lives ~~our~~are ~~reported~~amortized over 3 years. When certain events or ~~expected~~changes ~~financial~~in ~~results~~operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted.

In42 ~~the~~Table ~~ordinary course~~ of business, we have made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”). We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. The results form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ significantly from those estimates under different assumptions and conditions. We believe that the following discussion addresses our most critical accounting policies, which are those that are most important to the portrayal of our financial condition and results of operations and require our most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.Contents

The ~~material~~Company ~~estimates~~issued 1,334 shares of common stock (approximately 26% of its outstanding common stock on issuance) for ~~our~~the ~~company~~acquisition ~~are~~of ~~that~~certain intellectual property. Subsequent to the transferor’s receipt of the ~~stock-based~~consideration ~~compensation~~shares, ~~recorded~~2,667 shares held by Mr. Daniels were cancelled without consideration to the Company in August 2016 (for ~~common~~the purpose of making more shares ~~issued~~available for ~~non-cash~~issuance ~~consideration~~to new investors and ~~options~~making the Company’s capital structure more attractive to those new investors), thereby increasing the transferor’s beneficial ownership of the Company’s common stock to over 50%. Accordingly, the intellectual property was recorded on the Company’s books at its historical cost of $0. To further substantiate the valuation and ~~warrants~~due ~~granted~~to the lack of readily available market information, the Company hired an independent third-party firm to perform a valuation on the acquired intangible assets. It was concluded that the intellectual property had nominal current value because future net economic benefit could not be reasonably estimated. This firm employed, but ultimately excluded or discounted the following methods of valuation: cost calculation, replacement value, relief from royalty-IP value and fair exchange. It was determined that the ~~income~~intellectual ~~tax~~property had nominal current value because (i) the patent had fewer than three years left until expiration, (ii) management projections indicated approximately $582.8 million in capital was required to bring the proposed products/services to market, (iii) the Company, as of the valuation ~~allowance~~date, ~~recorded~~had no revenues, a limited business plan, no committed source of funding, a limited workforce and other limitations and (iv) the Company had limited or no contracts in place for ~~deferred~~personnel, ~~tax~~customers ~~assets~~or vendors to implement its business plan. As a result of further stock issuances by the Company, on and after February 28, 2017, the transferor held less than 50% of the outstanding common stock of the Company. Further, in July 2017, the transferor transferred all of such shares among its shareholders and thus, no longer has direct ownership in the Company.

~~The~~Convertible fair values of options and warrants are determined using the Black-Scholes option pricing model. We have no historical data on the accuracy of these estimates. The estimated sensitivity to change is related to the various variables of the Black-Scholes option pricing model stated below. The specific quantitative variables are included in the notes to the consolidated financial statements. The estimated fair value of options is recognized as expense on the straight-line basis over the options’ vesting periods. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model with the expected life, dividend yield, expected volatility and risk-free interest rate weighted-average assumptions used for options and warrants granted. Expected volatility for 2017 was estimated using the average historical volatility of three public companies offering services in the same industry classification. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the grant date. The expected life of options is based on the life of the instrument on grant date.Notes

40Convertible ~~Table~~notes are regarded as compound instruments, consisting of ~~Contents~~a liability component and an equity component. The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortized cost basis until extinguished upon conversion or at the instrument’s maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized as additional paid-in capital and included in equity, net of income tax effects, and is not subsequently remeasured. After initial measurement, they are carried at amortized cost using the effective interest method.

~~Stock-Based~~Derivative ~~Compensation~~Financial Instruments

~~ASC~~The ~~718,~~fair ~~“Compensation~~value -of ~~Stock~~an ~~Compensation,”~~embedded ~~prescribes~~conversion ~~accounting~~option ~~and~~that ~~reporting~~is ~~standards~~convertible ~~for~~into ~~all~~a ~~share-based~~variable ~~payment~~amount ~~transactions~~of inshares ~~which~~and ~~employee~~warrants ~~services~~that ~~are acquired. Transactions~~ include ~~incurring~~price ~~liabilities,~~protection orreset ~~issuing~~provision orfeatures ~~offering~~are deemed to ~~issue~~be ~~shares,~~“down-round ~~options~~protection” and, ~~other~~therefore, ~~equity~~do ~~instruments~~not ~~such~~meet asthe ~~employee~~scope ~~stock~~exception ~~ownership~~for ~~plans~~treatment ~~and~~as ~~stock~~a ~~appreciation~~derivative ~~rights.~~under ~~Share-based~~ASC ~~payments~~815 to“Derivatives ~~employees~~and Hedging”, ~~including~~since ~~grants~~“down-round ofprotection” ~~employee~~is ~~stock~~not ~~options,~~an ~~are~~input ~~recognized~~into asthe ~~compensation~~calculation ~~expense~~of in the ~~financial~~fair ~~statements~~value ~~based~~of onthe ~~their~~conversion ~~fair~~option ~~values.~~and ~~That~~warrants ~~expense~~and iscannot ~~recognized~~be ~~over~~considered ~~the~~“indexed ~~period~~to ~~during~~the ~~which~~Company’s anown ~~employee~~stock” which is ~~required~~a torequirement ~~provide services in exchange~~ for the ~~award,~~scope ~~known~~exception as ~~the~~outlined ~~requisite~~under ~~service~~ASC ~~period (usually the vesting period)~~815.

The ~~Company~~accounting ~~accounts~~treatment ~~for~~of ~~stock-based~~derivative ~~compensation~~financial ~~issued~~instruments torequires ~~non-employees~~that the Company record the embedded conversion option and ~~consultants~~warrants inat ~~accordance~~their ~~with~~fair values as of the ~~provisions~~inception date of ~~ASC~~the ~~505-50,~~agreement ~~“Equity-Based~~and ~~Payments~~at tofair ~~Non-Employees.”~~value ~~Measurement~~as of ~~share-based~~each ~~payment~~subsequent ~~transactions~~balance ~~with~~sheet ~~non-employees~~date. isAny ~~based~~change onin ~~the~~ fair value ofis ~~whichever~~recorded isas ~~more~~non-operating, ~~reliably~~non-cash ~~measurable:~~income ~~(a)~~or ~~the~~expense ~~goods~~for oreach ~~services~~reporting ~~received;~~period orat ~~(b)~~each balance sheet date. The Company reassesses the ~~equity~~classification of its derivative instruments ~~issued~~at each balance sheet date. ~~The~~If ~~fair~~the ~~value~~classification changes as a result of events during the ~~share-based~~period, ~~payment~~the ~~transaction~~contract is ~~determined~~reclassified atas of the ~~earlier~~date of ~~performance~~the ~~commitment~~event ~~date~~that orcaused ~~performance~~the ~~completion date~~reclassification.

~~Income~~The ~~taxes~~Black-Scholes option valuation model was used to estimate the fair value of the conversion options. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time, of other comparative securities, equal to the weighted average life of the options.

~~The~~Conversion ~~Company~~options ~~utilizes the asset and liability method in accounting for income taxes. Under this method, deferred tax assets and liabilities~~ are ~~recognized~~recorded ~~for~~as ~~operating~~debt ~~loss~~discount and tax credit carry-forwards and for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are ~~measured~~amortized ~~using~~as ~~enacted~~interest ~~tax~~expense ~~rates~~over ~~expected to apply to taxable income in~~ the ~~year~~life ~~in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities~~ of ~~a change in tax rates is recognized in~~ the ~~results~~underlying ofdebt ~~operations in the period that includes the enactment date~~instrument. ~~A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that the value of such assets will be realized.~~

~~The~~Also, ~~Company~~refer ~~uses the two-step approach~~ to ~~recognizing~~Note ~~and~~2 ~~measuring~~– ~~uncertain~~Summary ~~tax~~Significant ~~positions.~~Accounting ~~The~~Policies ~~first~~and ~~step~~Note is9 to- ~~evaluate~~Derivative ~~the~~Liabilities ~~tax~~in ~~position for recognition by determining if~~ the ~~weight~~audited ofannual ~~available~~financial ~~evidence~~statements ~~indicates it is more likely than not,~~ that ~~the~~are ~~position~~included ~~will~~elsewhere bein ~~sustained~~this onannual ~~audit, including resolution of related appeals or litigation processes, if any~~report. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company’s tax positions and tax benefits, which may require periodic adjustments.

~~Basis~~43 Table of ~~Accounting and Going Concern~~Contents

~~Our~~Recent ~~financial statements have been prepared on the accrual basis of~~ accounting in conformity with GAAP. In addition, the accompanying financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. We generated accumulated losses of approximately $36,639,411 through August 31, 2017 and have insufficient working capital and cash flows to support operations. These factors raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from this uncertainty.pronouncements

~~Recent~~For a discussion of recently issued and adopted accounting pronouncements, please see Note 2 to the annual audited financial statements included elsewhere in this annual report.

~~For~~Item ~~discussion~~7A. ofQualitative ~~recently issued~~ and ~~adopted~~Quantitative ~~accounting~~Disclosures ~~pronouncements,~~About ~~please~~Market ~~see Note 2 to the audited financial statements included herein~~Risk.

~~Item~~Not 7Aapplicable. ~~Qualitative and Quantitative Disclosures About Market Risk~~

WeItem ~~are exposed to market risks in the ordinary course of our business~~8. ~~These~~Financial ~~risks~~Statements ~~primarily include interest rate risk~~ and ~~foreign~~Supplementary ~~currency risk as follows:~~Data.

41The ~~Table~~consolidated financial statements and Report of ~~Contents~~Independent Registered Public Accounting Firm are listed in the “Index to Consolidated Financial Statements” on page F-1 and included on pages F-2 through F-23.

~~Interest~~Item ~~Rate~~9. ~~Risk~~Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

~~We had cash and cash equivalents totaling $217,694 and $809 at August 31, 2017 and 2016, respectively~~None. Our cash and cash equivalents consist of cash in bank accounts. The primary objective of holding cash in bank accounts is to preserve principal and provide liquidity without significantly increasing risk. We do not manage our cash for trading or speculative purposes. Due to current low rates paid on cash deposited with banks, a hypothetical 100-basis point increase or decrease in interest rates would not have a material effect on our cash holdings for the periods presented.

~~Foreign~~Item ~~Currency~~9A. ~~Risk~~Controls and Procedures.

~~For~~Evaluation ~~the years ended August 31, 2017 and 2016, the all~~ of ~~our~~Disclosure ~~operating~~Controls ~~expenses were denominated in U.S. dollars,~~ and we earned no revenue. Accordingly, we have not had material foreign currency risk associated with revenues and cost-based activities. The functional currency of the Company is the U.S. Dollar. For the years ended August 31, 2017 and 2016, we had no operations and expended no funds outside of the United States. Therefore, our results of operations and cash flows are minimally subject to fluctuations from changes in foreign currency rates. We believe the exposure to foreign currency fluctuation from operating expenses is immaterial at this time as the related costs do not constitute a significant portion of our total expenses. As we grow operations, our exposure to foreign currency risk will likely become more significant. For the years ended August 31, 2017 and 2016, we did not enter into any foreign currency exchange contracts.Procedures

~~Item~~We 8maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and 15(d)-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by the SEC’s rules and forms and that such information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Management, with the participation of our Chief Executive Officer and Chief Financial ~~Statements~~Officer, performed an evaluation of the effectiveness of our disclosure controls and ~~Supplementary~~procedures ~~Data~~as of August 31, 2018. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that, as a result of the material weakness in our internal control over financial reporting described below, our disclosure controls and procedures were not effective as of August 31, 2018.

~~The~~Management’s ~~consolidated~~Annual ~~financial statements and~~ Report ofon ~~Independent~~Internal ~~Registered~~Control ~~Public~~over ~~Accounting Firm are listed in the “Index to Consolidated~~ Financial ~~Statements” on page F-1 and included on pages F-2 through F-19.~~Reporting

~~Item~~Management 9is responsible for the preparation of our financial statements and related information. ~~Changes~~Management uses its best judgment to ensure that the financial statements present fairly, in ~~and~~all ~~Disagreements~~material ~~with~~respects, ~~Accountants~~our onfinancial ~~Accounting~~position and ~~Financial~~results ~~Disclosure~~of operations in conformity with generally accepted accounting principles.

OnManagement ~~February~~is ~~23,~~responsible ~~2016, our board of directors concluded, after consulting with Kyle Tingle, CPA, LLC, our independent public accounting firm at that time, that our audited financial statements~~ for ~~the~~establishing ~~fiscal years ended August 31, 2015~~ and ~~August~~maintaining ~~31,~~adequate ~~2014~~internal ~~were~~control ~~required~~over tofinancial bereporting ~~restated~~as ~~and~~defined ~~should~~in nothe ~~longer~~Exchange ~~be relied upon~~Act. ~~Our~~These ~~board~~internal ofcontrols ~~directors~~are ~~made~~designed ~~this~~to ~~determination~~provide ~~because~~reasonable ofassurance anregarding ~~error in~~ the ~~accounting~~reliability ~~treatment~~ of ~~$5,350 relating to our sale of 29,997,796 shares of our common stock on September 13, 2013. Those~~ financial ~~statements~~reporting ~~indicate~~and ~~that there was a subscription receivable for those shares in~~ the ~~amount~~preparation of $5,350, which was not correct, as those shares were paid for on September 13, 2013. On April 5, 2016, we filed Annual Reports on Form 10-K/A for our fiscal years ended August 31, 2015, and August 31, 2014 that included appropriately restated financial statements for ~~those~~external ~~years.~~purposes ~~Also~~in onaccordance ~~April~~with 5,generally ~~2016,~~accepted ~~Kyle Tingle, CPA, LLC, resigned as our independent registered public~~ accounting ~~firm~~principles. There ~~were~~are noinherent ~~disagreements~~limitations ~~with~~in ~~Mr.~~the ~~Tingle~~effectiveness ~~regarding~~of any ~~matters~~system of ~~accounting~~internal ~~principles~~controls orincluding ~~practices,~~the ~~financial~~possibility ~~statement~~of ~~disclosure~~human orerror ~~auditing~~and ~~scope~~overriding ~~and~~of ~~procedure~~controls. ~~during~~Consequently, ~~the~~an ~~full~~effective ~~two~~internal ~~fiscal~~control ~~years~~system ~~prior~~can toonly ~~his~~provide ~~resignation~~reasonable, ~~nor~~not ~~the~~absolute, ~~subsequent~~assurance ~~interim~~with ~~period~~respect ~~through~~to ~~November~~reporting ~~30,~~financial ~~2015~~information.

~~Item~~Our ~~9A.~~internal ~~Controls~~control over financial reporting includes policies and ~~Procedures~~procedures that: (i) pertain to maintaining records that, in reasonable detail, accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles and that the receipts and expenditures of the Company are being made in accordance with the authorization of our management and directors; and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

~~Evaluation~~44 Table of ~~Disclosure Controls and Procedures~~Contents

WeUnder ~~maintain~~the ~~disclosure~~supervision ~~controls~~of ~~and~~management, ~~procedures~~including ~~(as~~our ~~defined~~Chief inExecutive ~~Rule~~Officer ~~13a-15(e)~~ and ~~15(d)-15(e)~~our ~~under~~Chief ~~the~~Financial ~~Exchange~~Officer, ~~Act) that are designed to ensure that information required to be disclosed by us in reports that~~ we ~~file~~conducted oran ~~submit~~evaluation ~~under~~of the ~~Exchange~~effectiveness ~~Act~~of isour ~~recorded,~~internal ~~processed,~~control ~~summarized~~over ~~and~~financial ~~reported~~reporting ~~within~~based ~~the~~on ~~time periods prescribed by~~ the ~~SEC’s~~framework ~~rules~~in ~~and~~Internal ~~forms~~Control ~~and~~— ~~that~~Integrated ~~such~~Framework ~~information~~issued ~~required to be disclosed~~ by ~~us in reports that we file or submit under~~ the ~~Exchange~~Committee ~~Act~~of isSponsoring ~~accumulated~~Organizations ~~and~~of ~~communicated to our management, including our Chief Executive Officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Management, with~~ the ~~participation~~Treadway ofCommission ~~our~~(2013 ~~Chief~~framework) ~~Executive Officer~~ and ~~principal~~subsequent ~~financial~~guidance ~~officer,~~prepared ~~performed~~by ~~an evaluation of~~ the ~~effectiveness~~Commission ofspecifically ~~our~~for ~~disclosure~~smaller ~~controls~~public ~~and procedures as of August 31, 2017~~companies. Based on that evaluation, our management, ~~including our Chief Executive Officer and principal financial officer,~~ concluded that, ~~as a result of the material weakness in~~ our internal control over financial reporting ~~described~~was ~~below, our disclosure controls and procedures were~~ not effective as of August 31, ~~2017.~~2018 because it identified the following material weakness and significant deficiencies:

42 Table of Contents

	(1)	Management override of controls;

	(2)	absent or inadequate segregation of duties within a significant account or process;

	(3)	inadequate design of monitoring controls used to assess the design and operating effectiveness of the entitiy’s internal control over time.

~~Management’s~~A ~~Annual~~material ~~Report~~weakness onis ~~Internal~~a ~~Control~~deficiency or a combination of deficiencies in internal control over ~~Financial~~financial ~~Reporting~~reporting such that there is a reasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

~~Management~~We isexpect ~~responsible~~to be materially dependent upon third parties to provide us with accounting consulting services for the ~~preparation~~foreseeable future which we believe mitigates the impact of the material weaknesses discussed above. Until such time as we have implemented stronger internal controls and procedures, there are no assurances that the material weaknesses and significant deficiencies in our ~~financial~~disclosure ~~statements~~controls and ~~related~~procedures ~~information.~~will ~~Management~~not ~~uses~~result ~~its~~in ~~best~~errors ~~judgment~~in our financial statements which could lead to ~~ensure~~a ~~that~~restatement ~~the~~of those financial statements. ~~present~~Management ~~fairly,~~is inworking to remediate the above material ~~respects,~~weaknesses by engaging an independent third-party to evaluate our ~~financial~~policies, ~~position~~procedures and ~~results~~controls ofand ~~operations~~by inimplementing ~~conformity~~the ~~with~~recommended ~~generally~~changes ~~accepted~~to ~~accounting~~our ~~principles~~control environment.

~~Management~~Our ismanagement, ~~responsible~~including ~~for~~our ~~establishing~~Chief Executive Officer and ~~maintaining~~Chief ~~adequate~~Financial ~~internal~~Officer, ~~control~~does ~~over~~not ~~financial~~expect ~~reporting~~that asour ~~defined~~disclosure incontrols ~~the~~and ~~Exchange~~procedures ~~Act.~~or ~~These~~our internal controls ~~are~~will ~~designed~~prevent toall errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance ~~regarding~~that the ~~reliability~~objectives of ~~financial~~the ~~reporting~~control ~~and~~system ~~the~~are ~~preparation~~met. ofFurther, ~~financial~~the ~~statements~~design ~~for~~of ~~external~~a ~~purposes~~control insystem ~~accordance~~must ~~with~~reflect ~~generally~~the ~~accepted~~fact ~~accounting~~that ~~principles.~~there ~~There~~ are ~~inherent~~resource ~~limitations~~constraints inand the ~~effectiveness~~benefits of ~~any~~controls ~~system~~must ofbe ~~internal~~considered ~~controls~~relative ~~including~~to their costs. Due to the ~~possibility~~inherent oflimitations ~~human~~in ~~error~~all ~~and~~control ~~overriding~~systems, no evaluation of controls. ~~Consequently,~~can anprovide ~~effective~~absolute ~~internal~~assurance that all control ~~system~~issues ~~can~~and ~~only~~instances ~~provide~~of ~~reasonable~~fraud, ~~not~~if ~~absolute~~any, ~~assurance~~within ~~with~~our ~~respect~~company tohave ~~reporting~~been ~~financial information~~detected.

~~Our~~Pinnacle ~~internal~~Accountancy ~~control~~Group ~~over~~of ~~financial reporting includes policies and procedures that: (i) pertain to maintaining records that~~Utah, ~~in reasonable detail, accurately and fairly reflect~~ our ~~transactions;~~independent ~~(ii)~~registered ~~provide~~public ~~reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted~~ accounting ~~principles~~firm, ~~and~~has ~~that~~issued ~~the~~an ~~receipts~~attestation ~~and~~report ~~expenditures~~on of the Company’s ~~are~~internal ~~being~~control ~~made~~over infinancial ~~accordance~~reporting, ~~with~~which ~~the~~is ~~authorization~~on ofpage ~~our~~F-2 ~~management and directors; and (iii) provide reasonable assurance regarding the prevention or timely detection~~ of ~~unauthorized~~this ~~acquisition,~~annual ~~use~~report ~~or disposition of our assets that could have a material effect~~ on ~~our~~Form ~~financial statements~~10-K.

~~Under~~Changes the supervision of management, including our Chief Executive Officer and our principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal ~~Control~~Controls — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and subsequent guidance prepared by the Commission specifically for smaller public companies. Based on that evaluation, our management concluded that our internal control over ~~financial~~Financial ~~reporting was not effective as of August 31, 2017 because it identified the following material weakness and significant deficiencies:~~ Reporting

	(1)	lack of a functioning audit committee and lack of a majority of outside directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;
	(2)	inadequate segregation of duties consistent with control objectives;
	(3)	insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of U.S. GAAP and SEC disclosure requirements; and
	(4)	ineffective controls over period end financial disclosure and reporting processes.

There have been no changes in our internal control over financial reporting during the quarter ended August 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

A material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

We expect to be materially dependent upon third parties to provide us with accounting consulting services for the foreseeable future which we believe mitigates the impact of the material weaknesses discussed above. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP and establish an audit committee and implement internal controls and procedures, there are no assurances that the material weaknesses and significant deficiencies in our disclosure controls and procedures will not result in errors in our financial statements which could lead to a restatement of those financial statements.

43 Table of Contents

Our management, including our Chief Executive Officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

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 the Company’s registered public accounting firm because, as an emerging growth company, the Company is exempt from the requirement that an attestation report be prepared.

Changes in Internal Controls over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended August 31, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.

4445 Table of Contents

PART III

Item 10. Directors, Executive Officers, and Corporate Governance.

The following table sets forth the name, age and position of each of our executive officers and directors as of the date of this annual report.

Name	Age	Position
Michael J. Warren	6566	Chief Executive Officer and Director
J. Edward Daniels	67	President, Treasurer, Secretary and Director
Kevin L. Spence	62	Chief Financial Officer
Marius D. de Mos	66	Vice President, Technical Affairs and Development
J. Edward Daniels	68	President, Treasurer, Secretary and Director
Jason T. de Mos	36	Vice President, Business Development and Aviation Compliance
Marius D. de Mos	67	Vice President, Technical Affairs and Development
Earle O. Olson	58	Vice President, Industry Relations
Jason T. de Mos(1)	37	Vice President, Business Development and Aviation Compliance
Earle O. Olson(1)	59	Vice President, Industry Relations
Samuel Gulko (2)(3)(4)	86	Director
Karen B. Laustsen (4)	58	Director
James H. Leach (2)(3)(4)	59	Director
James C. Witham (2)(3)	77	Director

Each director serves for a term of one year and until his successor is duly elected and qualified. Our executive officers are appointed by our board of directors. There are no family relationships between or among any of our executive officers or directors, except that Jason de Mos is the son of Marius de Mos.___________

Pursuant to our Marketing Memorandum of Understanding with Air Lease Corporation, Air Lease Corporation has the right to representation on our board of directors. This may be in the form of a director or a non-voting observer. As of the date of this annual report, Air Lease Corporation has not exercised its right to designate a director. We expect that if and when it was to exercise this right, we would either nominate the individual chosen by Air Lease Corporation for election to our board of directors at our next annual meeting of stockholders, or expand the number of seats on our board, and appoint the individual designated by Air Lease Corporation to the vacancy created by such expansion; that individual would then stand for re-election at our next annual meeting of stockholders. This right will terminate when Air Lease Corporation owns less than 5% of our outstanding shares or terminates its marketing efforts on our behalf.

(1)	On October 31, 2018, the Company provided notice to Earle Olson, the Company’s Vice President, Industry Relations, and Jason T. de Mos, the Company’s Vice President, Business Development and Aviation Compliance, that it was necessary to furlough such individuals from their active employment status, effective on such date, indefinitely.
(2)	Member of audit committee.
(3)	Member of nominating and corporate governance committee.
(4)	Member of compensation committee.

45Each ~~Table~~director serves for a term of ~~Contents~~one year and until his successor is duly elected and qualified. Our executive officers are appointed by our board of directors. There are no family relationships between or among any of our executive officers or directors, except that (i) Jason de Mos is the son of Marius de Mos and (ii) Karen Laustsen and James C. Witham are married to one another.

Background of Executive Officers and Directors

The following is a brief summary of the background of each of our executive officers and directors:

Michael J. Warren. Mr. Warren has been our Chief Executive Officer since February 2017 and a member of our board of directors since March 2017. From July 2012 through January 2017, Mr. Warren served as the Regional Operations and Security Director for ECC International in Afghanistan. In that capacity, he supervised the security of 18 major DOD Construction Projects, including an Asia Development Bank road project building the Ring Road from Herat to Mazer-e-Sharif, and a United States Agency for International Development (“USAID”) Infrastructure Development project with the Afghan Ministry of Mines, Oil, and Gas. Prior to being the Regional Operations and Security Director for ECC International, Mr. Warren was the Director of Operations, Security & Safety for Checchi & Company Consulting, Inc., in Afghanistan, where he focused on the Measurement and Evaluation Program under contract with USAID. Mr. Warren completed his 20-year U. S. Marine Corps officer career in 1994.

Mr. Warren obtained a Bachelor of Arts degree in Political Science from the University of Missouri in 1975. Mr. Warren also graduated from the U.S. Marine Corps University in Quantico, Virginia in 1990, majoring in Strategic Planning and Operational Planning. Mr. Warren is certified as a Counter Terrorism Planner, a Counterinsurgency Expert and in numerous security and safety courses. Mr. Warren also has experience with software and hardware companies having worked as the Director of Sales for Think3 CAD software from January 1, 2000 to December 31, 2000 and CCI/TRIAD from 1989 to 1999 and from 2001 to 2003 in the San Francisco Bay Area.

Our board of directors believes that Mr. Warren is qualified to serve as a member of our board of directors because of his extensive background in project management and service with numerous companies in the computer hardware and software industry. He brings over 40 years of proven leadership and management to our company and possesses an extensive background in operational and program management in both the government and the private sector.

Kevin L. Spence. Mr. Spence has been our Chief Financial Officer since January 1, 2018. Mr. Spence has over 35 years of experience in corporate management and the financial industry. Since January 1, 2018, he has served as a member of the board of directors of Armor Scientific Holdings, Inc., a privately held provider of Single and Multi-Factor Authentication software. From January 2014 to August 2017, he served as Chief Financial Officer of Remington Designs, LLC (DBA iCoffee by Remington), a designer and developer and distributor of coffee brewers utilizing proprietary patented technology. Mr. Spence also currently serves as a consultant to Antarctica Capital Management, LLC, a global investment firm headquartered in New York, with operations in the United States, the United Kingdom and India, a position he has held since June of 2013. From January of 1992 to 2000, Mr. Spence served as Executive Vice President and Chief Financial Officer of United States Filter Corporation, a New York Stock Exchange Exchange-listed leading global provider of industrial and commercial water and wastewater treatment systems and services. Prior to his service at United States Filter Corporation, Mr. Spence also served as an audit partner with the international accounting firm of KMPG and was responsible for all aspects of client services in accounting and auditing, and working in areas ranging from manufacturing, banking, real estate and franchising in Southern California. Mr. Spence was principal of Kevin Spence Consulting when it filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code on May 6, 2010. Mr. Spence was chief financial officer of GreenCore Technology, Inc. when an involuntary petition for liquidation under Chapter 7 of the U.S Bankruptcy Code was filed against that company on November 7, 2008. Keven Spence Consulting exited bankruptcy proceedings on January 29, 2014. Mr. Spence graduated with a Bachelor of Science degree in accounting from the University of Southern California and is a Certified Public Accountant.

Table of Contents

J. Edward Daniels. Mr. Daniels has been our President, Treasurer, Secretary and a director since October 20, 2015. For the last five years, Mr. Daniels has been a real estate investor and developer with Cal West Partners, a real estate firm that he owns. In 1975, Mr. Daniels obtained a Bachelor of Arts degree in Business Administration from Oakland University, Rochester, Michigan. In light of his many years of experience in real estate development and management, our board of directors believes that Mr. Daniels is well-qualified to serve as a member of our board of directors.

Marius D. de Mos. Mr. de Mos has been our Vice President of Technical Affairs and Development since August 2016. From April 2010 through August 2016, Mr. de Mos was employed by Prestyle EOSA LLC, a Simi Valley, California company that develops far-infrared heating products, as its Chief Technology Officer. In July 2010, Mr. de Mos filed a petition seeking relief under chapter 7 of the federal bankruptcy code. Mr. de Mos exited bankruptcy proceedings in September 2011. In 1971 Mr. de Mos received from Anthony Fokker School Hague, Netherlands, the equivalent of a Bachelor’s Degree and Master’s Degree in aeronautical electronics and aircraft systems.

Our board of directors considers Mr. de Mos a pioneer of modern day in-flight connectivity. He was part of the team that designed, developed, built (by hand), interfaced and commissioned Airfone, the first-ever FAA-approved airborne in-cabin wireless commercial telephone system, which paved the way for modern-day airborne wireless connectivity such as Wi-Fi and IFE systems. He has an extensive background in worldwide telecommunications, ranging from the development of terrestrial systems to satellite and cutting-edge airborne technologies. Many of these systems have been installed globally and are/were owned and/or managed by local or central governments and well-known companies such as GTE, Verizon, Motorola, AT&T, UK-based Cable and Wireless, and others.

46Jason ~~Table~~T. de Mos. Mr. de Mos has been our Vice President of ~~Contents~~Business Development and Aviation Compliance since October 2016. Mr. de Mos is a career aviation professional with extensive industry and leadership experience; interfacing with key governmental agencies including the FAA, TSA, NTSB and FCC on certification, compliance and investigation support. Mr. de Mos holds an FAA Airline Transport Pilot Certification, a Captain Type Rating Bombardier Learjet 60 (LR60), is a Bombardier Canadair Regional Jet CRJ 200 (CL65) pilot, is a Certified Flight Instructor, Instrument Instructor Pilot, FCC Restricted Radio Telephone Operator License holder and has logged over 7300 hours as Captain. A former life flight air ambulance medevac Captain, Mr. de Mos participated in, planned and executed many mission critical operations early in his career. From March 2007 to March 2017, Mr. de Mos served as Chief Pilot of flight operations at South Bay Aviation. Since May 2013, Mr. de Mos has served as Captain at Golden State Jet, Van Nuys, California, operating a Bombardier Learjet 60, where he has coordinated aircraft charter through brokers as well as individuals and transported customers to destinations throughout the US, Canada, Mexico and the Caribbean. Mr. de Mos is also currently employed by Golden State Jet. In 2002, Mr. de Mos obtained his Bachelor of Science from Tarleton State University in Aviation, a member of Texas A&M University, with a minor in Business. Mr. de Mos has attended numerous aviation seminars, training events and professional courses throughout his career including Pinnacle Airlines/Northwest Airlink, Flight Safety International, and CAE Simuflite. Since October 31, 2018, Mr. de Mos has been on furlough from his position with the Company.

Jason T. de Mos. Mr. de Mos has been our Vice President of Business Development and Aviation Compliance since October 2016. Mr. de Mos is a career aviation professional with extensive industry and leadership experience; interfacing with key governmental agencies including the FAA, TSA, NTSB and FCC on certification, compliance and investigation support. Mr. de Mos holds an FAA Airline Transport Pilot Certification, a Captain Type Rating Bombardier Learjet 60 (LR60), is a Bombardier Canadair Regional Jet CRJ 200 (CL65) pilot, is a Certified Flight Instructor, Instrument Instructor Pilot, FCC Restricted Radio Telephone Operator License holder and has logged over 7300 hours as Captain. A former life flight air ambulance medevac Captain, Mr. de Mos participated in, planned and executed many mission critical operations early in his career. From March 2007 to March 2017, Mr. de Mos served as Chief Pilot of flight operations at South Bay Aviation. Since May 2013, Mr. de Mos has served as Captain at Golden State Jet, Van Nuys, California, operating a Bombardier Learjet 60, where he has coordinated aircraft charter through brokers as well as individuals and transported customers to destinations throughout the US, Canada, Mexico and the Caribbean. Mr. de Mos currently devotes approximately 4 hours a week to Golden State Jet. In 2002, Mr. de Mos obtained his Bachelor of Science from Tarleton State University in Aviation, a member of Texas A&M University, with a minor in Business. Mr. de Mos has attended numerous aviation seminars, training events and professional courses throughout his career including Pinnacle Airlines/Northwest Airlink, Flight Safety International, and CAE Simuflite.

Earle O. Olson. Mr. Olson has been our Vice President of Industry Relations since November 1, 2016. From 1992 to October 2016, Mr. Olson was employed by AMP, Inc. (now Tyco Electronics Corp.) in a variety of roles with increasing responsibility, ending as an international business development manager focused upon robust communication interconnect/chassis hardware in fiber optics, matched impedance high-speed copper, and high bandwidth RF designs.

Mr. Olson’s experience within the commercial and military aerospace industries spans over 36 years in a variety of roles. He possesses specialized experience in global commercial and military industries, as well as a background in airborne applications from inflight entertaining and networking, to flight controls, sensors and more.

We believe that Mr. Olson’s experience will assist us in connecting the aerial part of Infinitus to ground stations and with other related activity, as well as the identification of third-party vendors for design, manufacture and modification of A/C to assure the efficient use of our capital. Since October 31, 2018, Mr. Olson has been on furlough from his position with the Company.

Code of Ethics

The board of directors has adopted a code of ethics that applies to all of the Company’s employees, all members of the board of directors and the Company’s executive officers, including the Company’s principal executive officer, principal financial officer and principal accounting officer. The Airborne Wireless Network Code of Ethics is posted on our website, under the heading titled "Investors - Corporate Compliance."

Board of Directors, Committees and Director Independence

Our board of directors currently consists of two members. Neither of our directors is considered to be an independent director because they each serve our company as an executive officer. Our common stock is quoted on the OTCQB, which does not maintain any standards requiring us to establish or maintain an audit, nomination or compensation committee. We have not established any committees of our board of directors, nor are either of our directors “audit committee financial experts” within the meaning of the rules of the SEC.

Table of Contents

~~Item~~Samuel 11Gulko. ~~Executive~~Mr. ~~Compensation~~Gulko was appointed to our board of directors in December 2017. Since September 2002, he has provided tax and consulting services on a part-time basis to a limited number of clients. Since October 2004, he has served on the board of directors of Smith Micro Software, Inc., a NASDAQ-listed publicly traded software development company. From July 1996 until his retirement in September 2002, Mr. Gulko functioned as the Chief Financial Officer, and as the Vice President of Finance, Secretary and Treasurer of Neotherapeutics, Inc., a publicly traded biotechnology company (now known as Spectrum Pharmaceuticals, Inc.). During this same period, he also served as a member of the Board of Directors of Neotherapeutics, Inc. From April 1987 to July 1996, Mr. Gulko was self-employed as a Certified Public Accountant and business consultant, as well as the part-time Chief Financial Officer of several privately owned companies. Mr. Gulko was a partner in the audit practice of Ernst & Young LLP from September 1968 until March 1987. Mr. Gulko holds a B.S. in Accounting from the University of Southern California. We believe Mr. Gulko brings extensive qualifications and experience in finance and public accounting to our board of directors, including as a result of his prior service as an audit partner at Ernst & Young LLP, his prior service as a CFO of a publicly traded company and his experience serving on another public company board of directors.

~~Summary~~Karen ~~Compensation~~B. ~~Table~~Laustsen. Ms. Laustsen was appointed to our board of directors in December 2017. Since 2009, she has provided consulting services to entrepreneurs seeking to buy, sell or start a business through Put It Together, LLC. Ms. Laustsen served as the President, Chief Operating Officer, corporate Secretary and as a member of the Board of Directors of GreenCore Technology, Inc., a publicly traded company, from 1997 until May 2009, where her responsibilities included corporate governance, regulatory compliance, acquisition due diligence and investor and public relations. She served on the Board of Directors and as Chief Operating Officer of Aquacell Water, Inc., a publicly traded company, from 2005 through 2009, and as that company’s President from July 2005 until January 2007. Ms. Laustsen held the positions of Senior Vice President and then Executive Vice President of American Stock Exchange-listed company US Alcohol Testing of America, Inc. from 1987 through 1996, and served on Board of Directors of that company from 1994 until 1996. During her tenure, she led the company through due diligence and the completion of four acquisitions. She was instrumental in securing a licensing agreement from the US Naval Research Laboratories and assembling a team of researchers and an executive management team for the company’s spun-off publicly traded subsidiary, US Drug Testing, Inc. for which she served as a member of the Board of Directors from 1992 to 1996. Ms. Laustsen also served on the Board of Directors of the acquired and spun off subsidiary Good Ideas, Inc. from 1992 to 1996. Ms. Laustsen was president of GreenCore Technology, Inc. when an involuntary petition for liquidation under Chapter 7 of the U.S, Bankruptcy Code was filed against that company on November 7, 2008. We believe Ms. Laustsen brings extensive knowledge and qualifications to our board of directors through her lengthy executive level experience in the operations of publicly traded companies, as well as her service on the boards of directors of five public companies.

~~The~~James ~~following~~H. ~~table~~Leach. ~~sets~~Mr. ~~forth~~Leach ~~information~~was ~~concerning~~appointed ~~the~~to ~~compensation~~our ~~for~~board ~~services~~of ~~rendered~~directors toin usDecember in2017. ~~all~~Since ~~capacities~~1995, ~~for~~Mr. Leach has been the ~~fiscal~~President ~~years~~of ~~ended~~the ~~August~~Leach ~~31,~~Family ~~2017~~Trust ~~and~~which ~~2016~~manages bythe ~~Michael~~interests Jof one of Rhode Island’s oldest industrial families. ~~Warren~~Since 2005, ~~our~~Mr. ~~Chief~~Leach ~~Executive~~has ~~Officer~~served on the Board of Kenney Manufacturing Company, Ja 104-year old manufacturer of household products. ~~Edward~~He ~~Daniels,~~is ~~our~~the ~~President,~~Chairman ~~Treasurer~~of ~~and~~the ~~Secretary~~Rhode Island PBS Foundation, and, ~~until~~a ~~the~~former ~~hiring~~Chairman of the Providence City Planning Commission, where he served for over twenty years. Mr. ~~Warren~~Leach aswas ~~our~~formerly ~~Chief~~a ~~Executive~~Board ~~Officer~~Member inof ~~February~~Dinewise, ~~2017~~Inc., ~~our~~a ~~principal~~provider ~~executive~~of ~~officer~~direct-to-consumer in-home, ~~Jason~~gourmet demeal ~~Mos,~~services. ~~our~~He ~~Vice~~has ~~President~~served as a Trustee of ~~Business~~the ~~Development~~Providence ~~and~~Public ~~Compliance,~~Library and ~~Earle~~as ~~Olson~~a Board Member of Lifespan/Miriam Hospital, ~~our~~a 247-bed teaching hospital affiliated with Brown University Medical School. He has also served as the Vice ~~President~~Chairman of ~~Industry~~the ~~Relations~~Touro ~~(collectively~~Synagogue Foundation in Newport, Rhode Island. Mr. Leach holds a Bachelor of Arts in Finance from Nasson College, and is a graduate of the ~~“Named~~Harvard Business School Executive ~~Officers”)~~Education GNE Program. We ~~had~~believe nothat ~~other~~Mr. ~~executive~~Leach’s ~~officers~~investment experience, stature in the ~~year~~community ~~ended~~and ~~August~~prior ~~31,~~board ~~2017~~of ~~(“Fiscal~~directors ~~2017”),~~experience ~~other~~make ~~than~~him ~~Marius~~a devalued ~~Mos,~~member ~~Vice Presidnet~~ of ~~Technical~~the ~~Affairs~~board ~~and~~of ~~Development~~directors.

Name and Principal Position	Year	Salary ($)		Option Awards ($)		All Other Compensation ($)		Total ($)
Michael J. Warren	2017		113,320		11,134,303(1)		28,700(5)		11,276,323
Chief Executive Officer	2016		-		-		-		-
J. Edward Daniels	2017		9,258		9,436,160(2)		38,135(6)		9,483,553
President, Treasurer and Secretary (Principal executive and financial officer)	2016		-		-		-		-
Jason de Mos	2017		120,872		3,571,773(3)		-		3,692,645
Vice President of Business Development and Compliance	2016		-		-		-		-
Earle Olson	2017		120,397		3,960,769(4)		-		4,081,166
Vice President of Industry Relations	2016		-		-		-		-

James C. Witham. Mr. Witham was appointed to our Board of Directors in December 2017. Mr. Witham has provided consulting services to small businesses since May of 2009 through his company Witham Group LLC. From 1997 through May 2009, Mr. Witham served as Chairman of the Board and Chief Executive Officer of GreenCore Technology, Inc., a company he founded and took public, which traded on the American Stock Exchange. From 2005 to 2009 he also served as Chairman and Chief Executive Officer of that company’s spun off subsidiary, Aquacell Water, Inc., which was also publicly traded. From April 1987 until April 1996, Mr. Witham was the Chairman of the Board and Chief Executive Officer of US Alcohol Testing Of America, Inc., which he founded and took public, and which became one of the top trading equities on the American Stock Exchange. Mr. Witham also served as the Chairman of the Board and Chief Executive Officer of two of US Alcohol Testing’s publicly traded spun-off subsidiaries, US Drug Testing, Inc. (1992 through 1996) and Good Ideas, Inc. (1992 through 1996). Mr. Witham was chief executive officer and chairman of GreenCore Technology, Inc. when an involuntary petition for liquidation under Chapter 7 of the U.S. Bankruptcy Code was filed against that company on November 7, 2008. We believe Mr. Witham brings a wealth of experience and substantial benefit to our board of directors given his extensive background and acute insight in founding, operating and serving as Chairman of the board of directors of five publicly traded companies across a wide range of industries.

~~____________~~48 Table of Contents

(1)	We granted to Michael Warren a five-year option to purchase up to 6,000,000 shares of our common stock on February 1, 2017. The option vests and becomes exercisable as to one third of the shares on each of January 1, 2018, January 1, 2019 and January 1, 2020, at per share exercise prices of $2.00, $2.75 and $3.25, respectively. The option had an aggregate grant date fair value of $11,134,303, calculated in accordance with FASB ASC Topic 718. The expense recognized for this option award was calculated using the Black Scholes option pricing model, as described in Note 7 to our audited financial statements as of and for the years ended August 31, 2017, 2016, and 2015 included in this annual report.
(2)	We granted to J. Edward Daniels a five-year option to purchase up to 5,000,000 shares of our common stock on July 31, 2017. The option vests and becomes exercisable as to one quarter of the shares on each of July 31, 2017, January 1, 2018, January 1, 2019 and January 1, 2020, at per share exercise prices of $2.00, $2,25, $2.50 and $2.75, respectively. The option had an aggregate grant date fair value of $9,436,160, calculated in accordance with FASB ASC Topic 718. The expense recognized for this option award was calculated using the Black Scholes option pricing model, as described in Note 7 to our audited financial statements as of and for the years ended August 31, 2017, 2016, and 2015 included in this annual report.
(3)	We granted to Jason de Mos a five-year option to purchase up to 4,500,000 shares of our common stock on October 7, 2016. The option vests and becomes exercisable as to one third of the shares on each of October 7, 2017, October 7, 2018 and October 7, 2019, at a per share exercise prices of $0.75, $1.25 and $2.00, respectively. The option had an aggregate grant date fair value of $3,571,773, calculated in accordance with FASB ASC Topic 718. The expense recognized for this option award was calculated using the Black Scholes option pricing model, as described in Note 7 to our audited financial statements as of and for the years ended August 31, 2017, 2016, and 2015 included in this annual report.
(4)	We granted to Earle Olson a five-year option to purchase up to 4,500,000 shares of our common stock on November 1, 2016. The option vests and becomes exercisable as to one third of the shares on each of November 1, 2017, November 1, 2018 and November 1, 2019, at per share exercise prices of $0.75, $1.25 and $2.00, respectively. The option had an aggregate grant date fair value of $3,960,769, calculated in accordance with FASB ASC Topic 718. The expense recognized for this option award was calculated using the Black Scholes option pricing model, as described in Note 7 to our audited financial statements as of and for the years ended August 31, 2017, 2016, and 2015 included in this annual report.
(5)	On February 1, 2017, the Company paid $49,200 for housing occupied by our Chief Executive Officer in California. The payment was for a one-year lease commencing February 1, 2017 and expiring on January 31, 2018. Accordingly, $28,700 represents the value of seven months of the lease.
(6)	Represents management fees paid by the Company to Mr. Daniels prior to the entry into his employment agreement.

Code of Ethics

48The ~~Table~~board of ~~Contents~~directors has adopted a code of ethics that applies to all of the Company’s employees, all members of the board of directors and the Company’s executive officers, including the Company’s principal executive officer, principal financial officer and principal accounting officer. The Airborne Wireless Network Code of Ethics is posted on our website, under the heading titled “Investors - Corporate Compliance.”

~~Employment~~Director ~~Agreements~~Independence

~~Michael~~We J.have ~~Warren.~~decided Weto ~~entered~~evaluate ~~into~~the anindependence ~~employment~~of ~~agreement~~our ~~effective~~directors ~~February~~in 1accordance with the listing standards of the NASDAQ Stock Market (“NASDAQ”), ~~2017~~whose ~~with~~rules ~~Michael~~require J.that ~~Warren~~a ~~pursuant~~majority toof ~~which~~the ~~Mr.~~members ~~Warren~~of ~~agreed~~a tocompany’s ~~serve~~board of directors must qualify as ~~our~~“independent,” ~~Chief~~as ~~Executive~~affirmatively ~~Officer~~determined by the board of directors. WeOur ~~may~~board ~~terminate~~of Mrdirectors currently consists of six members. ~~Warren’s~~Because ~~employment~~our atsecurities are not currently listed on NASDAQ or any ~~time~~other ~~and~~national Mrsecurities exchange, we are not presently required to have a board of directors comprised of a majority of independent directors. ~~Warren~~However, ~~may~~our ~~terminate~~board ~~his~~of ~~employment~~directors ~~upon~~has 30determined, ~~days~~based on NASDAQ’s ~~prior~~independence ~~written~~standards, ~~notice~~that four of the six directors serving on our board are independent: Samuel Gulko, Karen Laustsen, James H. Leach and James C. Witham.

~~Pursuant~~Committees ~~to his employment agreement, Mr. Warren is paid an annual salary~~ of $180,000. We also agreed to pay for his housing in California as his permanent residence is in North Carolina. In addition, Mr. Warren is entitled to a grant of options to purchase at least 2,000,000 shares of our common stock on January 1 of each year that he remains employed by us, at a per share exercise price of $2.00 for the ~~first~~Board ~~such grant, $2.75 for the second such grant and $3.25 for the third such grant, in each case in accordance with our policy in effect from time to time and subject to approval~~ of ~~our board of directors.~~Directors

~~The~~Our ~~Company’s~~board of directors has established three standing committees - the Audit, Nominating and Corporate Governance and Compensation Committees - each of which operates under a charter that has been approved by our board of directors. ~~may~~We ~~also~~intend to appoint persons to the board of directors and committees of the board of directors, as required from time to time, ~~award~~to asatisfy ~~bonus~~the tocorporate ~~Mr.~~governance ~~Warren~~requirements of NASDAQ. InWe ~~addition~~have also established an advisory board, ~~Mr.~~on ~~Warren~~which one person who is ~~entitled~~not toa ~~reimbursement~~member ~~for~~of ~~reasonable~~the ~~costs~~board ~~and~~of ~~expenses,~~directors ~~participation~~serves inat ~~certain~~the ~~retirement~~pleasure ~~and~~of ~~health~~the ~~and~~board ~~welfare~~of ~~plans~~directors. ~~made~~Members ~~available~~of the advisory board are not elected by our stockholders, owe no fiduciary duties to ~~employees~~the ~~generally~~Company and are not obligated to ~~paid~~convene ~~vacation.~~a set number of meetings per year, or even meet at all.

~~Upon~~Audit termination of Mr. Warren’s employment for any reason, he will be entitled to (a) his base salary accrued through the date of termination; (b) any bonus that has been approved by the board of directors and remains unpaid; (c) reimbursement of expenses incurred prior to termination that were incurred in connection with his duties and obligations under the agreement; (d) any benefits accrued or earned in accordance with the terms of any of our applicable benefit plans or programs; and (e) to severance in an amount equal to $15,000; provided, however, that in the event he is terminated “for cause” (as defined below), and subject to applicable law, we shall be entitled to offset against such severance payment an amount equal to any loss or damage which we have incurred as result of the acts or omissions resulting in such termination “for cause.” Committee

~~Commencing~~The onAudit ~~the~~Committee ~~termination~~currently ofconsists ~~his employment and through the second anniversary~~ of ~~such~~Messrs. ~~date~~Gulko, ~~Mr.~~Leach ~~Warren~~and isWitham. ~~prohibited~~The ~~from~~Audit ~~(a)~~Committee ~~inducing~~operates orunder ~~attempting~~a towritten ~~influence~~charter, ~~any~~which ofis ~~our~~available ~~employees~~on ~~to engage in any activities competitive with~~ our ~~then~~website ~~business;~~at ~~(b)~~www.airbornewirelessnetwork.com, ~~employing~~under orthe ~~offering~~heading ~~employment~~“Investors to- ~~any~~Corporate ~~person~~Governance.” ~~who~~Our ~~was~~board ~~employed~~of bydirectors ushas ondetermined ~~the~~that ~~date~~each of ~~termination;~~Messrs. orGulko ~~(c)~~and ~~inducing~~Leach oris ~~attempting~~an to“audit ~~induce~~committee ~~any~~financial ~~customer,~~expert” ~~supplier,~~as ~~licensee~~defined orby ~~other~~the ~~business~~regulations ~~relationship~~promulgated ofby ~~ours~~the toSEC ~~cease~~and orwithin ~~reduce~~the ~~its~~meaning ~~business~~of ~~with us or in any way interfere with~~ the ~~relationship~~NASDAQ ~~between~~Stock ~~any~~Market ~~such customer, supplier, licensee or business relationship and us~~Rules.

J.Our ~~Edwards~~Audit ~~Daniels.~~Committee Weis ~~entered~~responsible ~~into an employment agreement with Mr. Daniels dated July 31~~for, ~~2017~~among ~~pursuant~~other to which Mr. Daniels agreed to continue to serve as our President. We may terminate Mr. Daniels’s employment at any time and Mr. Daniels may terminate his employment upon 30 days’ prior written notice.things:

~~Pursuant~~· toselecting ~~his~~and ~~employment agreement~~retaining, ~~Mr.~~setting ~~Daniels~~the iscompensation ~~paid~~of, anand ~~annual~~overseeing ~~salary~~our ofindependent ~~$100,000,~~registered ~~provided~~public ~~that~~accounting infirm; · approving the ~~event~~audit weand ~~are~~non-audit ~~unable~~services to ~~pay~~be ~~the~~performed ~~base~~by ~~salary~~our ~~for~~independent ~~financial~~registered ~~reasons~~public ~~(as~~accounting ~~determined~~firm; in· ~~good~~reviewing, ~~faith~~with by our ~~board~~independent ofregistered ~~directors)~~public accounting firm, ~~the~~all ~~unpaid~~critical ~~portion~~accounting ~~will~~policies ~~accrue~~and ~~each~~practices; ~~pay~~· ~~period~~reviewing with management the adequacy and beeffectiveness ~~paid,~~of ~~without~~our ~~interest~~financial reporting processes, atinternal ~~the~~control ~~end~~over offinancial ~~each~~reporting ~~calendar~~and ~~quarter.~~disclosure ~~The~~controls ~~Company’s~~and ~~board~~procedures; of· ~~directors~~reviewing ~~may~~and ~~also,~~discussing ~~from~~with ~~time~~management toand ~~time,~~our ~~award~~independent aregistered ~~bonus~~public toaccounting ~~Mr.~~firm ~~Daniels.~~our Inannual ~~addition~~audited financial statements, ~~Mr.~~the ~~Daniels~~audit isopinion ~~entitled~~rendered toby ~~reimbursement~~our ~~for~~independent ~~reasonable~~registered ~~costs~~public accounting firm and ~~expenses,~~the ~~participation~~disclosure included in ~~certain~~the ~~retirement~~“Management’s Discussion and ~~health~~Analysis of Financial Condition and ~~welfare~~Results ~~plans~~of ~~made~~Operations”; ~~available~~· tomonitoring ~~employees~~compliance ~~generally,~~with and investigating conduct alleged to ~~paid~~be ~~vacation.~~in violation of our code of ethics; · reviewing and approving related party transactions; and · reviewing and evaluating, at least annually, the adequacy of the committee charter.

~~Subject~~49 toTable ~~the terms~~ of an agreed upon option plan, Mr. Daniels’s employment agreement entitles him to 1,250,000 stock options upon the effective date of the agreement as well as to at least 1,250,000 additional, fully vested stock options on each of January 1, 2018, January 1, 2019 and January 1, 2020 with an exercise period of five years from the date of issuance and a per share exercise price of $2.00, $2.50 and $2.75 respectively. Contents

~~Upon~~Nominating ~~termination of Mr. Daniels’s employment for any reason, he will be entitled to (a) his base salary accrued through the date of termination; (b) any bonus that has been approved by the Board~~ and ~~remains~~Corporate ~~unpaid;~~Governance (c) reimbursement of expenses incurred prior to termination that were incurred in connection with his duties and obligations under the agreement; (d) any benefits accrued or earned in accordance with the terms of any of our applicable benefit plans or programs; (e) immediate vesting of all options granted pursuant to his employment agreement; and (f) severance in an amount equal to $8,000 per month for 36 months following his termination or a one-time payment of $250,000; provided, however, that in the event he is terminated for Cause (as defined below), and subject to applicable law, we shall be entitled to offset against such severance payment an amount equal to any loss or damage which we have incurred as result of the acts or omissions resulting in such termination for Cause.Committee

~~Commencing~~The onNominating ~~the termination of his employment~~ and ~~through~~Corporate ~~the~~Governance ~~second~~Committee ~~anniversary~~currently consists of ~~such~~Messrs. ~~date~~Gulko, ~~Mr.~~Leach ~~Daniels~~and isWitham. ~~prohibited~~The ~~from~~Nominating ~~(a)~~and ~~inducing~~Corporate orGovernance ~~attempting~~Committee tooperates ~~influence~~under ~~any~~a ofwritten ~~our~~charter, ~~employees~~which tois ~~engage~~available inon ~~any activities competitive with~~ our ~~then~~website ~~business;~~at ~~(b) employing or offering employment to any person who was employed by us on the date of termination; or (c) inducing or attempting to induce any customer~~www.airbornewirelessnetwork.com, ~~supplier,~~under ~~licensee or other business relationship of ours to cease or reduce its business with us or in any way interfere with~~ the ~~relationship~~heading ~~between~~“Investors ~~any~~- ~~such~~Corporate ~~customer, supplier, licensee or business relationship and us~~Governance.”

49Our ~~Table~~Nominating ofand ~~Contents~~Corporate Governance Committee is responsible for, among other things:

~~Jason~~· dedetermining ~~Mos.~~criteria to be considered in selecting nominees for director; · recommending to the board of directors nominees for director to be submitted to our stockholders for election; · developing, recommending and reviewing corporate governance principles applicable to us; · overseeing the Company’s corporate governance practices and procedures; and · reviewing and evaluating, at least annually, the adequacy of the committee charter.

WeCompensation entered into an employment agreement dated October 7, 2016 with Jason T. de Mos pursuant to which Mr. de Mos agreed to serve as our Vice President of Business Development and Aviation Compliance. We may terminate Mr. de Mos’s employment at any time and Mr. de Mos may terminate his employment upon 30 days’ prior written notice.Committee

~~Pursuant~~The toCompensation ~~his~~Committee ~~employment~~currently ~~agreement,~~consists Mrof Ms. deLaustsen ~~Mos~~and isMessrs. ~~paid~~Leach anand ~~annual~~Gulko. ~~salary~~The ofCompensation ~~$127~~Committee operates under a written charter,~~200,~~ ~~provided~~which ~~that~~is available on our website at ~~such~~www.airbornewirelessnetwork.com, ~~time~~under asthe weheading ~~achieve~~“Investors ~~sufficient~~- ~~technological~~Corporate ~~and~~Governance.” ~~financial~~Our ~~milestones,~~Compensation asCommittee ~~determined~~will byassist ~~the~~our board of directors in ~~its~~the ~~discretion,~~discharge ~~and~~of ~~provided~~its ~~further~~responsibilities ~~that~~relating weto ~~have~~the ~~sufficient~~compensation ~~cash~~of onour ~~hand,~~executive ~~his~~officers ~~annual~~and ~~salary~~is ~~will~~responsible ~~increase~~for, toamong ~~$300,000.~~other things:

In· ~~the~~reviewing ~~event~~and ~~that~~approving bycorporate ~~August~~goals 7,and ~~2017,~~objectives werelevant doto ~~not~~compensation ~~have~~of ~~the~~our ~~funds~~Chief toExecutive ~~increase~~Officer; ~~Mr.~~· dereviewing ~~Mos’s~~and ~~annual~~approving ~~salary~~the tocompensation ~~$300,000,~~level ~~then,~~for ~~commencing~~our asChief ofExecutive ~~August~~Officer ~~7, 2017~~ and ~~for~~our ~~each~~other ~~month~~executive ~~thereafter~~officers; ~~that~~· ~~Mr.~~reviewing deand ~~Mos’s~~approving ~~salary~~our isincentive ~~based~~compensation onplans anand ~~annual~~equity ~~salary~~compensation ofplans, ~~less~~and ~~than~~administering ~~$300~~such plans,~~000,~~ weincluding ~~will~~by ~~(a)~~designating ~~issue~~ the ~~Company’s~~employees ~~share equivalent~~ to ~~the~~whom ~~monthly~~such ~~dollar~~awards ~~value~~are ofto ~~the~~be ~~increase ($14~~granted,~~400)~~ on the ~~day~~amount ~~normal~~of ~~salary~~the ~~payment~~awards isgranted ~~due~~and onany aconditions ~~“1099 equivalent basis” or (b) issue the Company’s shares equivalent~~ to the ~~monthly~~awards; ~~dollar~~· ~~value~~reviewing ofall ~~the~~director ~~increase~~compensation onand ~~the~~benefits ~~day~~and ~~normal~~recommending ~~salary~~changes; ~~payment~~· ispreparing ~~due~~disclosures ~~withholding~~regarding ~~the~~executive ~~required~~compensation ~~payroll~~ and ~~associated~~any ~~taxes~~related ~~from~~reports ~~Mr.~~required deby ~~Mos’s base salary; or (c) issue~~ the ~~Company’s~~rules ~~shares equivalent to the monthly dollar value~~ of the ~~increase~~SEC; ~~on the day normal salary payment is due, minus the required payroll~~ and ~~associated~~· ~~taxes,~~reviewing and ~~use the difference to fulfill our normal payroll obligations. However~~evaluating, ~~since~~at ~~August~~least 7annually, ~~2017, upon~~ the ~~mutual~~adequacy ~~agreement~~ of the ~~parties,~~committee Mrcharter. ~~de Mos did not receive any salary increase or additional shares.~~

~~The~~50 ~~Company’s~~Table ~~board~~ of directors may also, from time to time, award a bonus to Mr. de Mos. In addition, Mr. de Mos is entitled to reimbursement for reasonable costs and expenses, participation in certain retirement and health and welfare plans made available to employees generally, and to paid vacation.Contents

~~Upon~~Advisory ~~termination of Mr. de Mos’s employment for any reason, he will be entitled to (a) his base salary accrued through the date of termination; (b) any bonus that has been approved by the~~ Board and remains unpaid; (c) reimbursement of expenses incurred prior to termination that were incurred in connection with his duties and obligations under the agreement; (d) any benefits accrued or earned in accordance with the terms of any of our applicable benefit plans or programs; and (e) to severance in an amount equal to one times his then annual base salary, payable in 12 equal monthly installments; provided, however, that in the event he is terminated For Cause (as defined below), and subject to applicable law, we shall be entitled to offset against such severance payment an amount equal to any loss or damage which we have incurred as result of the acts or omissions resulting in such termination For Cause.

~~Commencing~~We onhave ~~the~~an ~~termination~~Advisory ofBoard ~~his~~consisting ~~employment~~of ~~and~~one ~~through~~member, ~~the~~Alex ~~second~~Sandel. ~~anniversary~~The purpose of ~~such~~the ~~date,~~Company’s ~~Mr.~~Advisory deBoard ~~Mos~~ is ~~prohibited~~three-fold: ~~from~~ (a) ~~inducing~~to ormake ~~attempting~~available to ~~influence~~the ~~any~~board of ~~our~~directors ~~employees~~and tosenior ~~engage~~management inof ~~any~~the ~~activities~~Company ~~competitive~~the ~~with~~depth ~~our~~and ~~then~~breadth ~~business;~~of ~~(b)~~knowledge, ~~employing~~experience orand ~~offering~~expertise ~~employment~~of industry professionals that may serve to ~~any~~both ~~person~~complement ~~who~~the ~~was~~Company’s ~~employed~~form byand usfunction onas ~~the~~well ~~date~~as ofchallenge ~~termination;~~certain orassumptions and conclusions; (cb) ~~inducing~~to ormake ~~attempting~~available to ~~induce~~the ~~any~~Company ~~customer,~~the ~~supplier,~~depth ~~licensee~~and orbreadth ~~other business relationship~~ of ~~ours~~knowledge, toexperience ~~cease~~and orexpertise ~~reduce~~of ~~its~~industry ~~business~~professionals ~~with~~that usmay orserve into ~~any~~best ~~way~~advise ~~interfere~~and ~~with~~guide the ~~relationship~~Company; ~~between~~and ~~any~~(c) ~~such~~to ~~customer,~~provide ~~supplier,~~the ~~licensee~~Company orwith ~~business~~a ~~relationship~~demand-driven ~~and us~~resource.

~~Earle~~Mr. ~~Olson~~Sandel is currently 69 years old. He was a founder of Packard Bell Computers, one of the earliest companies to manufacture and market personal computers. Mr. Sandel and his business partners took Packard Bell from concept to the largest computer manufacturer/distributor in the United States. By the early 1990’s, Packard Bell was recognized as one of the fastest growing computer companies and by the mid-1990’s, Packard Bell was the number one computer sold in private homes. Packard Bell was sold in over 8,000 retail outlets in the United States and in over 120 countries, reaching more than $6 billion in sales (accumulating to about 50% of the retail channel). In the 1980’s, Mr. Sandel’s company, Abco (which later became Cal-Abco, after merging with Cal-Circuits) became the largest independent distributor of computer peripherals and memory chips in the United States, reaching more than $700 million in sales. The company sold to computer dealers, system integrators, value-added resellers and value-added distributors.

WeItem ~~entered into an employment agreement dated November 1, 2016 with Earle O~~11. ~~Olson,~~Executive ~~pursuant to which Mr~~Compensation. Olson agreed to serve as our Vice President of Industry Relations. We may terminate Mr. Olson’s employment at any time and Mr. Olson may terminate his employment upon 30 days’ prior written notice.

~~Pursuant~~Summary toCompensation his employment agreement, Mr. Olson is paid an annual salary of $127,200. The Company’s board of directors may also, from time to time, award a bonus to Mr. Olson. In addition, Mr. Olson is entitled to reimbursement for reasonable costs and expenses, participation in certain retirement and health and welfare plans made available to employees generally, and to paid vacation. Table

50The ~~Table~~following table sets forth information concerning the compensation for services rendered to us in all capacities for the fiscal years ended August 31, 2018 and 2017 by Michael J. Warren, our Chief Executive Officer, Kevin L. Spence, our Chief Financial Officer, and Marius de Mos, Vice President of ~~Contents~~Technical Affairs and Development (collectively, the “Named Executive Officers”). During the year ended August 31, 2018 (“Fiscal 2018”), there were no executive officers other than our Named Executive Officers, J. Edward Daniels, our President, Treasurer and Secretary, Earle Olson, our Vice President of Industry Relations, and Jason de Mos, our Vice President of Business Development and Compliance.

Upon termination of Mr. Olson’s employment for any reason, he will be entitled to (a) his base salary accrued through the date of termination; (b) any bonus that has been approved by the Board and remains unpaid; (c) reimbursement of expenses incurred prior to termination that were incurred in connection with his duties and obligations under the agreement; (d) any benefits accrued or earned in accordance with the terms of any of our applicable benefit plans or programs; and (e) to any benefits outlined in the “Post Termination Agreement,” provided Mr. Olson notifies us within 15 days after termination that he wishes to enter into same. The Post-Termination Agreement provides that (a) Mr. Olson will provide us a full release (other than for indemnification claims) and (b) we will provide Mr. Olson monthly payments of $10,600 (or his current salary at the time of termination) for each month that Mr. Olson does not compete with us for 90 days.

Name and Principal Position	Year	Salary ($)		Option Awards ($)			All Other Compensation ($)			Total ($)

Michael J. Warren	2018		180,000		-			52,070	⁽⁴⁾		256,123
Chief Executive Officer	2017		113,320		11,134,303	⁽¹⁾		28,700	⁽⁴⁾		11,276,323

Kevin L. Spence	2018		97,500		10,040,893	⁽²⁾		-			10,183,941
Chief Financial Officer

Marius de Mos	2018		185,500		-			-			206,475
Vice President of Technical Affairs and Development	2017		136,192		2,528,880	⁽³⁾		-			2,665,072

Commencing on the termination of his employment and through the second anniversary of such date, Mr. Olson is prohibited from (a) inducing or attempting to influence any of our employees to engage in any activities competitive with our then business; (b) employing or offering employment to any person who was employed by us on the date of termination; or (c) inducing or attempting to induce any customer, supplier, licensee or other business relationship of ours to cease or reduce its business with us or in any way interfere with the relationship between any such customer, supplier, licensee or business relationship and us.___________

Definition of “Cause”

(1)	We granted to Michael Warren a five-year option to purchase up to 200 shares of our common stock on February 1, 2017. The option vests and becomes exercisable as to one third of the shares on each of January 1, 2018, January 1, 2019 and January 1, 2020, at per share exercise prices of $60,000, $82,500 and $97,500, respectively. The option had an aggregate grant date fair value of $11,134,303, calculated in accordance with FASB ASC Topic 718. The expense recognized for this option award was calculated using the Black Scholes option pricing model, as described in Note 7 to our audited financial statements as of and for the years ended August 31, 2018 and 2017 included in this annual report.
(2)	We granted to Kevin L. Spence a five-year option to purchase up to 175 shares of our common stock on January 1, 2018. The option vests and becomes exercisable as to one third of the shares on each of January 15, 2018, January 15, 2019 and January 15, 2020, at per share exercise prices of $74,400, $52,500 and $75,000, respectively. The option had an aggregate grant date fair value of $10,040,893, calculated in accordance with FASB ASC Topic 718. The expense recognized for this option award was calculated using the Black Scholes option pricing model, as described in Note 7 to our audited financial statements as of and for the year ended August 31, 2018 and 2017 included in this annual report.
(3)	We granted to Marius de Mos a five-year option to purchase up to 150 shares of our common stock on August 19, 2016. The option vests and becomes exercisable as to one third of the shares on each of August 19, 2017, August 19, 2018 and August 19, 2019, at per share exercise prices of $22,500, $37,500 and $60,000, respectively. The option had an aggregate grant date fair value of $2,528,880, calculated in accordance with FASB ASC Topic 718. The expense recognized for this option award was calculated using the Black Scholes option pricing model, as described in Note 7 to our audited financial statements as of and for the years ended August 31, 2018 and 2017 included in this annual report.
(4)	On February 1, 2017, we paid $49,200 for housing occupied by our Chief Executive Officer in California for the fiscal year ended August 31, 2017. The payment was for a one-year lease commencing February 1, 2017 and expiring on January 31, 2018. Accordingly, $28,700 represents the value of seven months of the lease. We paid $52,070 for such housing during the fiscal year ended August 31, 2018, which amount was sufficient to pay the rental fees for Mr. Warren’s housing during all of such fiscal year.

~~For~~51 ~~purposes~~Table of the employment agreements described above, Cause generally means (i) the breach of any obligation, duty or agreement pursuant to the employment agreement, which is not cured within 15 days (30 days for Mr. Warren) of written notice from us (except for limited breaches which cannot be cured); (ii) employee’s gross negligence in the performance of services to us or his committing any act of personal dishonesty, fraud, undisclosed conflict of interest, or breach of fiduciary duty or trust, in each case which the board of directors determines, in its reasonable judgment, is unsuitable for the employee’s position; (iii) a conviction of, or pleading guilty or nolo contendere to, theft, fraud, a crime involving moral turpitude or a felony; (iv) committing any act of personal conduct that, in the reasonable opinion of the Board, gives rise to material risk of liability for discrimination or sexual or other forms of harassment or other similar liabilities to subordinate employees; (v) continued and repeated violations of specific written directions of the Board, which directions are consistent with the employment agreement and employee’s position, or his repeated failure to perform assigned duties, each if not cured after notice and a reasonable opportunity to correct the act or omission complained of; (vi) employee is found liable in any SEC or other civil or criminal securities law action or entering any cease and desist order with respect to such action where the conduct which is the subject of such action is demonstrably and materially injurious to us; (vii) the breach of employee’s fiduciary duties to us if such breach may reasonably be expected to have a material adverse effect on us; or (viii) employee obstructs or impedes (or endeavors to do so) or fails to materially cooperate with any investigation by the board of directors or any governmental or self-regulatory entity or removes, conceals, destroys, personally withholds, alters or by any other means falsifies any material that is requested in connection with such an investigation (with an exception for attorney-client privileged information).Contents

51Employment ~~Table of Contents~~Agreements

~~Outstanding~~Michael ~~Equity~~J. ~~Awards at 2017 Fiscal Year End~~Warren.

~~The~~We ~~following~~entered ~~table~~into ~~sets~~an ~~forth~~employment ~~information~~agreement ~~regarding~~effective ~~outstanding~~February ~~option~~1, ~~awards~~2017 ~~held~~with byMichael ~~our~~J. ~~named~~Warren ~~executive~~pursuant ~~officers~~to atwhich ~~the~~Mr. ~~end~~Warren ofagreed ~~Fiscal~~to ~~2017~~serve as our Chief Executive Officer. ~~There~~We ~~are~~may noterminate ~~outstanding~~Mr. ~~stock~~Warren’s ~~awards~~employment ~~held~~at byany ~~our~~time ~~named~~and ~~executive~~Mr. ~~officers~~Warren atmay ~~the~~terminate ~~end~~his ofemployment ~~Fiscal~~upon ~~2017~~30 days’ prior written notice.

	Option Awards
Name	Number of securities underlying unexercised options (#) exercisable	Number of securities underlying unexercised options (#) unexercisable	Equity incentive plan awards: number of securities unexercised unearned options (#)	Option exercise price ($)	Option expiration date
Michael Warren	-	2,000,000(1)	-	$2.00	January 1, 2023
	-	2,000,000(2)	-	$2.75	January 1, 2024
	-	2,000,000(3)	-	$3.25	January 1, 2025
J. Edward Daniels	1,250,000(4)	-	-	$2.00	July 31, 2022
	-	1,250,000(5)	-	$2.25	January 1, 2023
	-	1,250,000(6)	-	$2.50	January 1, 2024
	-	1,250,000(7)	-	$2.75	January 1, 2025
Jason de Mos	-	1,500,000(8)	-	$0.75	October 7, 2022
	-	1,500,000(9)	-	$1.25	October 7, 2023
	-	1,500,000(10)	-	$2.00	October 7, 2024
Earle Olson	-	1,500,000(11)	-	$0.75	November 1, 2022
	-	1,500,000(12)	-	$1.25	November 1, 2023
	-	1,500,000(13)	-	$2.00	November 1, 2024

Pursuant to his employment agreement, we agreed to pay Mr. Warren an annual salary of $180,000. We also agreed to pay for his housing in California as his permanent residence is in North Carolina. In addition, Mr. Warren is entitled to a grant of options to purchase at least 67 shares of our common stock on January 1 of each year that he remains employed by us, at a per share exercise price of $60,000 for the first such grant, $82,500 for the second such grant and $97,500 for the third such grant, in each case in accordance with our policy in effect from time to time and subject to approval of our board of directors.

~~_______~~The Company’s board of directors may also, from time to time, award a bonus to Mr. Warren. In addition, Mr. Warren is entitled to reimbursement for reasonable costs and expenses, participation in certain retirement and health and welfare plans made available to employees generally and to paid vacation.

(1)	Options vest in full on January 1, 2018, generally subject to continued employment through the vesting date.
(2)	Options vest in full on January 1, 2019, generally subject to continued employment through the vesting date.
(3)	Options vest in full on January 1, 2020, generally subject to continued employment through the vesting date.
(4)	Options vest in full on July 31, 2017, generally subject to continued employment through the vesting date.
(5)	Options vest in full on January 1, 2018, generally subject to continued employment through the vesting date.
(6)	Options vest in full on January 1, 2019, generally subject to continued employment through the vesting date.
(7)	Options vest in full on January 1, 2020, generally subject to continued employment through the vesting date.
(8)	Options vest in full on October 7, 2017, generally subject to continued employment through the vesting date.
(9)	Options vest in full on October 7, 2018, generally subject to continued employment through the vesting date.
(10)	Options vest in full on October 7, 2019, generally subject to continued employment through the vesting date.
(11)	Options vest in full on November 1, 2017, generally subject to continued employment through the vesting date.
(12)	Options vest in full on November 1, 2018, generally subject to continued employment through the vesting date.
(13)	Options vest in full on November 1, 2019, generally subject to continued employment through the vesting date.

Upon termination of Mr. Warren’s employment for any reason, he will be entitled to (a) his base salary accrued through the date of termination; (b) any bonus that has been approved by the board of directors and remains unpaid; (c) reimbursement of expenses incurred prior to termination that were incurred in connection with his duties and obligations under the agreement; (d) any benefits accrued or earned in accordance with the terms of any of our applicable benefit plans or programs; and (e) to severance in an amount equal to $15,000; provided, however, that in the event he is terminated “for cause” (as defined below), and subject to applicable law, we shall be entitled to offset against such severance payment an amount equal to any loss or damage which we have incurred as result of the acts or omissions resulting in such termination “for cause.”

~~Director~~Commencing ~~Compensation~~on the termination of his employment and through the second anniversary of such date, Mr. Warren is prohibited from (a) inducing or attempting to influence any of our employees to engage in any activities competitive with our then business; (b) employing or offering employment to any person who was employed by us on the date of termination; or (c) inducing or attempting to induce any customer, supplier, licensee or other business relationship of ours to cease or reduce its business with us or in any way interfere with the relationship between any such customer, supplier, licensee or business relationship and us.

~~Because~~Kevin ~~both~~L. ~~of our directors are executive officers, they received no compensation for their services as directors, other than reimbursements for all travel and lodging expenses associated with company matters~~Spence.

~~Retirement~~We ~~Plans~~entered into an employment agreement with Mr. Spence dated as of December 28, 2017 and effective as of January 1, 2018. Under his employment agreement, we may terminate Mr. Spence’s employment at any time and Mr. Spence may terminate his employment upon 30 days’ prior written notice.

~~The~~Pursuant to his employment agreement, we agreed to pay Mr. Spence an annual salary of $120,000. In addition, Mr. Spence is entitled to a grant of options to purchase 59 shares of the Company’s ~~currently~~common ~~maintains~~stock noon ~~plans~~the ~~for~~effective ~~its~~date ~~executive~~of ~~officers~~the orEmployment ~~employees~~Agreement, ~~that~~and ~~provide~~on ~~for~~January ~~payments~~15 orof ~~other~~each ~~benefits~~of 2018, 2019 and 2020, so long as he remains employed by the Company on those dates, at a per share exercise price of $0.01 above the closing price of the Company’s common stock for the January 2018 grant, ~~following~~$52,500 orfor the January 2019 grant and $75,000 for the January 2020 grant, in ~~connection~~each case in accordance with ~~retirement~~the Company’s policies in effect from time to time and subject to approval of the board of directors.

Table of Contents

~~Item~~The 12Company’s board of directors may also, from time to time, award a bonus to Mr. ~~Security~~Spence. ~~Ownership~~In addition, Mr. Spence is entitled to reimbursement for the reasonable costs and expenses of ~~Certain~~performing ~~Beneficial~~his ~~Owners~~duties, to participation in certain retirement and ~~Management~~health and ~~Related~~welfare ~~Stockholder~~plans ~~Matters~~made available to employees generally and to paid vacation.

~~The~~Upon ~~following~~termination ~~table~~of ~~sets~~Mr. ~~forth~~Spence’s ~~certain~~employment ~~information~~for ~~regarding~~any ~~beneficial~~reason, ~~ownership~~he ofwill ~~our~~be ~~common~~entitled ~~stock~~to ~~as of October 31, 2017~~ (a) byhis ~~each~~base ~~person~~salary ~~known~~accrued bythrough usthe todate ~~own beneficially 5% or more~~ of ~~our~~termination; ~~common stock,~~ (b) byany ~~each~~bonus ofthat ~~our~~has ~~named~~been ~~executive~~approved ~~officers~~by ~~and~~the ~~each~~board of ~~our~~ directors and remains unpaid; (c) byreimbursement ~~all~~of ~~executive~~expenses ~~officers~~incurred ~~and~~prior ~~directors~~to oftermination ~~the~~that ~~Company~~were asincurred ain ~~group.~~connection Aswith ofhis ~~October~~duties ~~31,~~and ~~2017,~~obligations ~~there~~under ~~were~~the ~~91,698,421~~agreement; ~~shares~~(d) ofany ~~our~~benefits ~~common~~accrued ~~stock~~or ~~issued~~earned ~~and~~in ~~outstanding.~~accordance ~~Unless~~with ~~otherwise~~the ~~noted,~~terms weof ~~believe~~any ~~that~~of ~~all~~the ~~persons~~Company’s ~~named~~applicable inbenefit ~~the~~plans ~~table~~or ~~have~~programs; ~~sole~~and ~~voting~~(e) ~~and~~severance ~~investment~~in ~~power~~an ~~with~~amount ~~respect~~equal to ~~all~~$10,000 ~~the~~per ~~shares~~month ~~beneficially~~for ~~owned~~36 ~~by them~~months.

	Shares
	Beneficially		Percent
Name and Address of Beneficial Owner	Owned(2)		of Class
Directors and Named Executive Officers(1):
J. Edward Daniels		5,350,000(3)		5.8	%
Michael J. Warren		570,759		0.6	%
Jason T. de Mos		3,212,275(4)		3.4	%
Earle O. Olson		1,500,000(5)		1.6	%
All Executive Officers and Directors as a group (5 persons)		12,345,309(6)		12.7	%
5% Stockholders:
Air Lease Corporation 2000 Avenue of the Stars, 1000N
Los Angeles, California 90067		9,169,809(7)		10.00	%

Commencing on the termination of his employment and through the second anniversary of such date, Mr. Spence is prohibited from (a) inducing or attempting to influence any of the Company’s employees to engage in any activities competitive with the Company’s business or terminating their employment with the Company; (b) employing or offering employment to any person who was employed by the Company on the date of termination; or (c) using the Company’s trade secrets or inducing or attempting to induce any customer, supplier, licensee or other person with a business relationship with the Company to cease or reduce its business with the Company or in any way interfere with the relationship between any such customer, supplier, licensee or business relationship and the Company.

~~____________~~Marius de Mos.

(1)	The address for each director and named executive officer of the Company is c/o Airborne Wireless Network, 4115 Guardian Street, Suite C, Simi Valley, California 93063.
(2)	For purposes of this table, shares are considered beneficially owned if the person directly or indirectly has the sole or shared power to vote or direct the voting of the securities or the sole or shared power to dispose of or direct the disposition of the securities. Shares are also considered beneficially owned if a person has the right to acquire beneficial ownership of the shares within 60 days of the date of October 31, 2017.
(3)	Includes 1,250,000 shares that may be acquired upon the exercise of stock options.
(4)	Includes 1,500,000 shares that may be acquired upon the exercise of stock options. This amount does not include shares of common stock potentially issuable in lieu of cash compensation under Mr. de Mos’s employment agreement.
(5)	These shares may be acquired upon the exercise of stock options.
(6)	Includes 5,750,000 shares that may be acquired upon the exercise of stock options.
(7)	Includes 504,669 common shares that are issuable to Air Lease Corporation, as at October 31, 2017, pursuant to the anti-dilution provisions in our agreement with that company. See “Risk Factors – Our agreements with Air Lease Corporation and Jet Midwest Group require us to issue to them additional capital stock whenever we issue any capital stock so that they maintain the same percentage ownership of our outstanding capital stock; these issuances will further dilute our other stockholders in connection with each stock issuance” for a description of this anti-dilution right.

We entered into an employment agreement dated August 19, 2016 with Marius de Mos, pursuant to which Mr. de Mos agreed to serve as our Vice President of Technical Affairs and Development. We may terminate Mr. de Mos’s employment at any time and Mr. de Mos may terminate his employment upon 30 days’ prior written notice.

~~Compensation~~Pursuant ~~Committee~~to ~~Interlocks~~his employment agreement, we agreed to pay Mr. de Mos an initial annual salary of $127,200, which, following the achievement of certain technological and ~~Insider~~financial ~~Participation~~milestones, would increase to $300,000. The Company’s board of directors may also, from time to time, award a bonus to Mr. de Mos. In addition, Mr. de Mos is entitled to reimbursement for reasonable costs and expenses, participation in certain retirement and health and welfare plans made available to employees generally, and to paid vacation.

~~Because~~Upon wetermination ~~have~~of noMr. ~~standing~~de ~~compensation~~Mos’s ~~committee~~employment offor ~~our~~any ~~board~~reason, ofhe ~~directors,~~will ~~both~~be ofentitled ~~Messrs.~~to ~~Warren~~(a) ~~and~~his ~~Edwards,~~base ~~the~~salary ~~only~~accrued ~~members~~through the date of ~~our~~termination; ~~board~~(b) ofany ~~directors,~~bonus ~~each~~that ofhas ~~whom~~been isapproved ~~also~~by anthe ~~executive~~Board ~~officer~~and remains unpaid; (c) reimbursement of ~~the~~expenses ~~Company,~~incurred ~~participated~~prior to termination that were incurred in ~~deliberations~~connection ofwith ~~the~~his ~~board~~duties ofand ~~directors~~obligations ~~concerning~~under ~~executive~~the ~~officer~~agreement; ~~compensation.~~(d) ~~Neither~~any ~~Mr.~~benefits ~~Warren~~accrued ~~nor~~or ~~Mr.~~earned ~~Edwards,~~in ~~nor~~accordance ~~any~~with ~~other~~the ~~executive~~terms ~~officer~~of any of ~~the~~our ~~Company,~~applicable ~~served~~benefit onplans ~~the~~or ~~compensation~~programs; ~~committee,~~and ~~other~~(e) compensation~~-setting~~ ~~committee~~which oris ~~board~~equal ofin ~~directors~~amount ofto ~~any~~the ~~entity~~annual ~~one~~base salary of ~~whose~~Mr. ~~executive~~de ~~officers~~Mos ~~served~~during onthe ~~our~~employment ~~board~~year of ~~directors.~~termination Inplus ~~addition,~~the noamount ~~other~~of “all unused vacation, which compensation ~~committee~~shall ~~interlocks”~~be ~~existed~~paid in equal installments during the ~~fiscal~~12 ~~year~~months ~~ended~~immediately ~~August~~following ~~31,~~the ~~2017~~date of termination.

53Commencing ~~Table~~on the termination of ~~Contents~~his employment and through the second anniversary of such date, Mr. de Mos is prohibited from (a) inducing or attempting to influence any of our employees to engage in any activities competitive with our then business; (b) employing or offering employment to any person who was employed by us on the date of termination; or (c) inducing or attempting to induce any customer, supplier, licensee or other business relationship of ours to cease or reduce its business with us or in any way interfere with the relationship between any such customer, supplier, licensee or business relationship and us.

~~Item~~53 ~~13.~~Table ~~Certain~~of ~~Relationships and Related Transactions and Director Independence~~Contents

OnDefinition ~~August 3, 2016, we acquired a patent, trademark and other intellectual property from Apcentive in exchange for the issuance to Apcentive~~ of 40,000,000 shares of our common stock and an agreement to make future royalty payments equal to 1.5% of the net cash we receive from the promotion, marketing, sale, licensing, distribution and other exploitation of that patent. As a result of this transaction, Apcentive became our largest shareholder.“Cause”

ToFor ~~enable~~purposes usof tothe ~~have~~employment ~~sufficient~~agreements ~~shares~~described ~~available~~above, Cause generally means (i) the breach of any obligation, duty or agreement pursuant to ~~issue~~the employment agreement, which is not cured within 15 days (30 days for Mr. Warren) of written notice from us (except for limited breaches which cannot be cured); (ii) employee’s gross negligence in ~~connection~~the ~~with~~performance ~~this~~of ~~acquisition~~services to us or his committing any act of personal dishonesty, ~~and~~fraud, toundisclosed ~~accommodate~~conflict ~~possible~~of ~~future~~interest, ~~financing~~or ~~and~~breach ~~acquisition~~of ~~plans~~fiduciary duty or trust, in each case ~~without~~which the ~~necessity~~board of ~~amending~~directors ~~our~~determines, ~~Articles~~in its reasonable judgment, is unsuitable for the employee’s position; (iii) a conviction of, ~~Incorporation~~or pleading guilty or nolo contendere to, ontheft, ~~August~~fraud, 11a crime involving moral turpitude or a felony; (iv) committing any act of personal conduct that, ~~2016~~in the reasonable opinion of the Board, ~~Mr.~~gives ~~Daniels~~rise ~~agreed~~to material risk of liability for discrimination or sexual or other forms of harassment or other similar liabilities to ~~cancel~~subordinate 80employees; (v) continued and repeated violations of specific written directions of the Board,~~000~~ which directions are consistent with the employment agreement and employee’s position,~~000~~ ~~shares~~or his repeated failure to perform assigned duties, each if not cured after notice and a reasonable opportunity to correct the act or omission complained of; ~~common~~(vi) ~~stock~~employee ~~then~~is ~~held~~found liable in any SEC or other civil or criminal securities law action or entering any cease and desist order with respect to such action where the conduct which is the subject of such action is demonstrably and materially injurious to us; (vii) the breach of employee’s fiduciary duties to us if such breach may reasonably be expected to have a material adverse effect on us; or (viii) employee obstructs or impedes (or endeavors to do so) or fails to materially cooperate with any investigation by ~~him~~the board of directors or any governmental or self-regulatory entity or removes, conceals, destroys, personally withholds, alters or by any other means falsifies any material that is requested in connection with such an investigation (with an exception for noattorney-client ~~consideration~~privileged information).

~~Loans~~Outstanding byEquity ~~Related~~Awards ~~Persons~~at 2018 Fiscal Year End

~~During~~The ~~the~~following ~~years~~table ~~ended~~sets ~~August~~forth ~~31,~~information ~~2017,~~regarding ~~and~~outstanding ~~2016,~~option weawards ~~received~~held $0by ~~and $3,365, respectively, in the form of loans from J. Edward Daniels,~~ our ~~President,~~named ~~Treasurer,~~executive ~~Secretary~~officers ~~and~~at ~~member~~the ofend ~~our board~~ of ~~directors, which~~Fiscal ~~were used to pay certain of the Company’s operating expenses~~2018. NoThere ~~interest~~are ~~was~~no ~~charged~~outstanding ~~nor~~stock ~~paid,~~awards ~~the~~held ~~loan~~by ~~agreements were not reduced to writing, the loans had no maturity dates and~~ our ~~obligations~~named toexecutive ~~repay~~officers ~~the~~at ~~loans were not secured. Of~~ the ~~amounts~~end ~~loaned, all had been repaid as~~ of ~~August~~Fiscal ~~31, 2017~~2018.

Procedures for Approval of Related Party Transactions

	Option Awards
Name	Number of securities underlying unexercised options (#) exercisable			Number of securities underlying unexercised options (#) unexercisable			Equity incentive plan awards: number of securities unexercised unearned options (#)		Option exercise price ($)		Option expiration date
Michael Warren		67	⁽¹⁾		-			-	$	60,000.00	January 1, 2023
		-			67	⁽²⁾		-	$	82,500.00	January 1, 2024
		-			67	⁽³⁾		-	$	97,500.00	January 1, 2025
Kevin L. Spence		58	⁽⁴⁾		-			-	$	60,000.00	July 31, 2022
		-			58	⁽⁵⁾		-	$	67,500.00	January 1, 2023
		-			59	⁽⁶⁾		-	$	75,000.00	January 1, 2024
Marius D. de Mos		50	⁽⁷⁾		-			-	$	22,500.00	August 19, 2022
		50	⁽⁸⁾					-	$	37,500.00	August 19, 2023
		-			50	⁽⁹⁾		-	$	60,000.00	August 19, 2024

The Company’s board of directors conducts an appropriate review of, and oversees all related party transactions on a continuing basis and reviews potential conflict of interest situations where appropriate. However, we have not adopted formal policies and procedures for the review, approval or ratification of such transactions, but instead review them on a case-by-case basis.__________

Director Independence

(1)	Options vested in full on January 1, 2018, generally subject to continued employment through the vesting date.
(2)	Options vest in full on January 1, 2019, generally subject to continued employment through the vesting date.
(3)	Options vest in full on January 1, 2020, generally subject to continued employment through the vesting date.
(4)	Options vested in full on January 15, 2018, generally subject to continued employment through the vesting date.
(5)	Options vest in full on January 15, 2019, generally subject to continued employment through the vesting date.
(6)	Options vest in full on January 15, 2020, generally subject to continued employment through the vesting date.
(7)	Options vested in full on August 19, 2017, generally subject to continued employment through the vesting date.
(8)	Options vested in full on August 19, 2018, generally subject to continued employment through the vesting date.
(9)	Options vested in full on August 19, 2019, generally subject to continued employment through the vesting date.

~~Because~~54 weTable ~~have applied to list our common stock on the NASDAQ Stock Market (“NASDAQ”), we have decided to evaluate the independence~~ of our directors in accordance with the listing standards of NASDAQ, whose rules require that a majority of the members of a company’s board of directors must qualify as “independent,” as affirmatively determined by the board of directors. Because our securities are not listed on NASDAQ or any other national securities exchange, we are not required to have a board of directors comprised of a majority of independent directors. Our board of directors currently consists of two members. Neither of our directors is considered to be an independent director under the NASDAQ listing standards because each serves the Company as an executive officer. Contents

Director Compensation

The Company uses a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on the board of directors. In setting the levels of director cash and equity compensation, the Compensation Committee will consider the amount of time that directors expend in fulfilling their duties as well as the skills required by the Company of members of the board of directors. Michael Warren and J. Edward Daniels, as executive officers of the Company, do not receive compensation for board service. Each independent director receives an annual fee of $20,000, payable in $5,000 portions in advance of each fiscal quarter of the Company, and $1,000 per day for any site visits or in-person meetings, plus travel expenses. Each independent director serving as chairperson of one of the committees receives an annual fee of $5,000 for such service.

The following table shows the total compensation paid or accrued during the fiscal year ended August 31, 2018 to each of our directors by the Company.

Name	Fees earned or paid in cash ($)		Option awards ($)			Total ($)
James C. Witham		29,000		188,559	⁽¹⁾		217,559
James H. Leach		27,000		188,559	⁽²⁾		215,559
Samuel Gulko		26,000		188,559	⁽³⁾		214,559
Karen Lausten		29,000		188,559	⁽⁴⁾		212,559
Michael Warren		-		-			-
J. Edward Daniels		-		-			-

(1)	We granted to James C. Witham a five-year option to purchase up to 4 shares of our common stock on December 30, 2017. The option vested upon grant and is exercisable at an exercise price of $59,400 per share. The option had an aggregate grant date fair value of $188,559, calculated in accordance with FASB ASC Topic 718. The expense recognized for this option award was calculated using the Black Scholes option pricing model, as described in Note 6 to our audited financial statements included in this annual report.

(2)	We granted to James H. Leach a five-year option to purchase up to 4 shares of our common stock on December 30, 2017. The option vested upon grant and is exercisable at an exercise price of $59,400 per share. The option had an aggregate grant date fair value of $188,559, calculated in accordance with FASB ASC Topic 718. The expense recognized for this option award was calculated using the Black Scholes option pricing model, as described in Note 6 to our audited financial statements included in this annual report.

(3)	We granted to Samuel Gulko a five-year option to purchase up to 4 shares of our common stock on December 30, 2017. The option vested upon grant and is exercisable at an exercise price of $59,400 per share. The option had an aggregate grant date fair value of $188,559, calculated in accordance with FASB ASC Topic 718. The expense recognized for this option award was calculated using the Black Scholes option pricing model, as described in Note 6 to our audited financial statements included in this annual report.

(4)	We granted to Karen Lausten a five-year option to purchase up to 4 shares of our common stock on December 30, 2017. The option vested upon grant and is exercisable at an exercise price of $59,400 per share. The option had an aggregate grant date fair value of $188,559, calculated in accordance with FASB ASC Topic 718. The expense recognized for this option award was calculated using the Black Scholes option pricing model, as described in Note 6 to our audited financial statements included in this annual report.

Retirement Plans

The Company currently maintains no plans for its executive officers or employees that provide for payments or other benefits at, following or in connection with retirement.

Table of Contents

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information regarding beneficial ownership of our common stock as of November 8, 2018 (a) by each person known by us to own beneficially 5% or more of our common stock, (b) by each of our named executive officers and each of our directors and (c) by all executive officers and directors of the Company as a group. As of November 8, 2018, there were 1,517,216,617 shares of our common stock issued and outstanding. Unless otherwise noted, we believe that all persons named in the table have sole voting and investment power with respect to all the shares beneficially owned by them.

	Shares
	Beneficially			Percent
Name and Address of Beneficial Owner	Owned⁽²⁾			of Class
Directors and Named Executive Officers⁽¹⁾:
Michael J. Warren		88	⁽³⁾	*
Kevin L. Spence		60	⁽⁴⁾	*
Marius de Mos		110	⁽⁵⁾	*
Samuel Gulko		4	⁽⁴⁾	*
Karen Laustsen		4	⁽⁴⁾	*
James H. Leach		4	⁽⁴⁾	*
James C. Witham		4	⁽⁴⁾	*
J. Edward Daniels		225	⁽⁶⁾	*
*All Executive Officers and Directors as a group (10 persons)*		712	⁽⁷⁾	*

Anson Funds Management LP⁽⁸⁾ 190 Elgin Avenue George Town, Grand Cayman		73,554,006,396			10.0	⁽⁹⁾%
Sabby Volatility Warrant Master Fund, Ltd.⁽¹⁰⁾ 10 Mountainview road, Suite 205 Upper Saddle River, NJ 07458		52,933,389,865			10.0	⁽⁹⁾%
Hudson Bay Master Fund Ltd.⁽¹¹⁾ 777 Third Avenue, 30^th Floor New York, NY 10017		69,023,006,002			10.0	⁽⁹⁾%
Ionic Ventures LLC⁽¹²⁾ 5328 Yacht Haven Grande Box #15 / Suite C201 St. Thomas, VI 00802		73,703,508,409			10.0	⁽⁹⁾%

* Represents beneficial ownership of less than 1% of the outstanding shares of our common stock.

_____________

(1)	The address for each director and named executive officer of the Company is c/o Airborne Wireless Network, 4115 Guardian Street, Suite C, Simi Valley, California 93063.
(2)	For purposes of this table, shares are considered beneficially owned if the person directly or indirectly has the sole or shared power to vote or direct the voting of the securities or the sole or shared power to dispose of or direct the disposition of the securities. Shares are also considered beneficially owned if a person has the right to acquire beneficial ownership of the shares within 60 days of November 8, 2018.
(3)	Includes 69 shares that may be acquired upon the exercise of stock options and 1 share held for the benefit of another individual with respect to which he has investment and dispositive power.
(4)	These shares may be acquired upon the exercise of stock options.
(5)	Includes 52 shares that may be acquired upon the exercise of stock options. This amount does not include shares of common stock potentially issuable in lieu of cash compensation under Mr. de Mos’s employment agreement.
(6)	Includes 86 shares that may be acquired upon the exercise of stock options.
(7)	Includes 386 shares that may be acquired upon the exercise of stock options.
(8)	Includes (i) 4,554,000,000 shares that may be acquired upon the conversion of 396 shares of Series A Convertible Preferred Stock and (ii) 69,000,000,000 shares that may be acquired upon the exercise of warrants to purchase 6,000 shares of Series A Convertible Preferred Stock and conversion of such resulting shares of Series A Convertible Preferred Stock into shares of common stock.
(9)	The Series A Certificate of Designation provides that the Company may not effect any conversion of Series A Convertible Preferred Stock, with certain exceptions, to the extent that, after giving effect to an attempted conversion, the holder of such stock would beneficially own a number of shares of common stock in excess of 4.99% (or, at the election of the holder, 9.99%) of the shares of our common stock then outstanding after giving effect to such exercise.
(10)	Includes 52,900,000,000 shares that may be acquired upon the exercise of warrants to purchase 4,600 shares of Series A Convertible Preferred Stock and conversion of such resulting shares of Series A Convertible Preferred Stock into shares of common stock.
(11)	Includes (i) 23,000,000 shares that may be acquired upon the conversion of 2 shares of Series A Convertible Preferred Stock and (ii) 69,000,000,000 shares that may be acquired upon the exercise of warrants to purchase 6,000 shares of Series A Convertible Preferred Stock and conversion of such resulting shares of Series A Convertible Preferred Stock into shares of common stock.
(12)	Includes (i) 4,703,500,000 shares that may be acquired upon the conversion of 409 shares of Series A Convertible Preferred Stock and (ii) 69,000,000,000 shares that may be acquired upon the exercise of warrants to purchase 6,000 shares of Series A Convertible Preferred Stock and conversion of such resulting shares of Series A Convertible Preferred Stock into shares of common stock.

Table of Contents

Item 13. Certain Relationships and Related Transactions, and Director Independence.

There have been no transactions since the beginning of the Company’s last fiscal year, nor any proposed transactions, in which the Company was or is to be a participant that are required to be disclosed under Item 404 of Regulation S-K.

Procedures for Approval of Related Party Transactions

The audit committee of the Company’s board of directors conducts an appropriate review of, and oversees all related party transactions on a continuing basis and reviews potential conflict of interest situations where appropriate. However, the audit committee has not adopted formal policies and procedures for the review, approval or ratification of such transactions, but instead reviews them on a case-by-case basis.

Item 14. Principal Accounting Fees and Services.

The following table shows the fees that were billed for the audit and other services provided by our independent auditors for the fiscal years ended August 31, ~~2017~~2018 and ~~2016~~2017, respectively.

	2017		2016
	2018		2017
Audit Fees	$	1625,~~100~~000	$	1216,~~050~~100
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total	$	1625,~~100~~000	$	1216,~~050~~100

54 Table of Contents

Audit Fees — This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.

Audit-Related Fees — This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees that would normally be disclosed under this category include consultation regarding our correspondence with the SEC and other accounting consulting.

Tax Fees — This category consists of professional services rendered by our independent registered public accounting firm for tax compliance, tax advice and tax planning. The services for the fees that would normally be disclosed under this category include tax return preparation and technical tax advice.

All Other Fees — This category consists of fees for other miscellaneous items.

Our board of directors has adopted a procedure for pre-approval of all fees charged by our independent registered public accounting firm. Under the procedure, the board of directors approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the board of directors, or, in the period between meetings, by a designated member of the board of directors. Any such approval by the designated member is disclosed to the entire board at the next meeting.

Table of Contents

Item 15. Exhibits

(a)	1.	Financial Statements
		The financial statements and Report of Independent Registered Public Accounting Firm are listed in the “Index to Financial Statements” on page F-1 and included on pages F-2 through F-19.
	2.	Financial Statement Schedules
		All schedules for which provision is made in the applicable accounting regulations of the SEC are either not required under the related instructions, are not applicable (and therefore have been omitted), or the required disclosures are contained in the financial statements included herein.
	3.	Exhibits

The following exhibits are filed herewith or incorporated by reference to exhibits previously filed with the SEC.

55 Table of Contents

Exhibit

Incorporated by Reference

Number

Exhibit Description

Form

Exhibit

Filing Date

1.1

Underwriting Agreement

8-K

10.1

05/29/2018

3.1

Amended and Restated Articles of Incorporation, effective as of July 31, 2017

8-K

3.1

08/01/2017

3.2

Certificate of Amendment to Articles of Incorporation, filed June 18, 2018

8-K

3.1

06/20/2018

3.3

Certificate of Amendment to Articles of Incorporation, filed June 28, 2018

8-K

3.1

06/29/2018

3.4

Certificate of Change, filed August 22, 2018

8-K

3.1

08/24/2018

3.5

Amended and Restated Bylaws effective as of July 30, 2017

8-K

3.2

08/01/2017

3.6

Certificate of Designation for Series A Convertible Preferred Stock

8-K

3.1

05/29/2018

4.1

Form of Series 1/2/3 Preferred Stock Warrant

S-1

4.1

05/14/2018

4.2

Form of Underwriters’ Warrant

S-1

4.2

05/03/2018

4.3

Form of Warrant Agent Agreement between Airborne Wireless Network and Columbia Stock Transfer Company

S-1

4.3

04/18/2018

4.4

8% Convertible Promissory Note due September 19, 2018, dated September 19, 2017, issued by Airborne Wireless Network to Concord Holding Group, LLC

8-K

4.2

09/29/2017

4.5

Convertible Promissory Note due July 30, 2018, issued by Airborne Wireless Network to Einstein Investments LLC

8-K

4.1

11/03/2017

4.6

Convertible Promissory Note due August 1, 2018, issued by Airborne Wireless Network to Auctus Fund, LLC

8-K

4.2

11/03/2017

4.7

Convertible Promissory Note due September 22, 2018, issued by Airborne Wireless Network to Einstein Investments, LLC

8-K

4.3

12/29/2017

4.8

10% Convertible Promissory Note issued January 10, 2018 issued by Airborne Wireless Network to Concord Holding Group, LLC

8-K

4.1

01/16/2018

4.9

10% Convertible Promissory Note, Back End Note, issued January 10, 2018 issued by Airborne Wireless Network to Concord Holding Group, LLC

8-K

4.2

01/16/2018

4.10

10% Convertible Promissory Note, dated as of March 30, 2018, issued by Airborne Wireless Network to Concord Holding Group, LLC

8-K

4.1

04/05/2018

4.11

10% Convertible Promissory Note, Back-end Note, dated as of March 30, 2018, issued by Airborne Wireless Network to Concord Holding Group, LLC

8-K

4.2

04/05/2018

4.12

Convertable Debenture, dated as of April 9, 2018, issued by Airborne Wireless Network to YA II PN, Ltd.

8-K

4.1

04/13/2018

10.1

Intellectual Property Purchase Agreement with Apcentive, Inc., dated as of July 31, 2016

8-K/A

10.1

10/21/2016

10.2

Consulting Agreement with C. Neal Monte dated as of August 7, 2016

8-K

10.1

8/16/2016

10.3

Memorandum of Understanding between Airborne Wireless Network and Concept Development Inc., dated August 8, 2016

8-K

10.1

8/11/2016

10.4

Memorandum of Understanding between Airborne Wireless Network and Jet Midwest Group, LLC dated August 30, 2016

8-K

10.1

9/1/2016

10.5

Consulting Agreement between Airborne Wireless and Aero Certification and Engineering LLC dated as of October 18, 2016

8-K

10.1

10/26/2016

10.6

Media and Services Agreement with ZapZorn Inc. dated October 24, 2016

10-K

10.12

12/13/2016

10.7

Services and Compensation Agreement between Airborne Wireless Network and Jet Midwest, LLC dated as of October 31, 2016

8-K

10.1

11/1/2016

~~The~~58 ~~following~~Table ~~exhibits~~of ~~are filed herewith or are incorporated by reference to exhibits previously filed with the SEC:~~Contents

Incorporated by Reference

10.8

Institutional Market Awareness Agreement between Airborne Wireless Network and Eurasian Capital, LLC dated November 16, 2016

10-K

10.13

12/13/2016

Exhibit Number

Exhibit Description

Form

Exhibit

Filing Date

10.9

Memorandum of Understanding between Airborne Wireless Network and Electric Lightwave Holdings, Inc. dated December 12, 2016

8-K

10.1

12/27/2016

3.1

Amended and Restated Articles of Incorporation, effective as of July 31, 2017

8-K

3.1

08/01/2017

10.10

Software Development Agreement between Airborne Wireless Network and Thinking Different Technologies

8-K

10.1

06/26/2017

3.2

Amended and Restated Bylaws effective as of July 30, 2017

8-K

3.2

08/01/2017

10.11

Consulting Agreement between Airborne Wireless Network and Brighton Capital, Ltd., dated July 31, 2017

8-K

10.2

8/04/2017

4.1

Promissory Note, dated September 15, 2017, issued by Airborne Wireless Network to Black Mountain Equities, Inc.

8-K

4.1

09/29/2017

10.12

Design and Manufacturing Services Agreement between Airborne Wireless Network and ViaLight Communications Gmbh.

8-K

10.1

8/15/2017

4.2

8% Convertible Promissory Note due September 19, 2018, dated September 19, 2017, issued by Airborne Wireless Network to Concord Holding Group, LLC

8-K

4.2

09/29/2017

10.13†

Employment Agreement between Airborne Wireless Network and Marius D. de Mos dated as of August 19, 2016

8-K

10.1

8/26/2016

4.3

8% Convertible Promissory Note due September 19, 2018 Back End Note, dated September 19, 2017, issued by Airborne Wireless Network to Concord Holding Group, LLC

8-K

4.3

09/29/2017

10.14†

Employment Agreement between Airborne Wireless Network and Jason T. de Mos dated as of October 7, 2016

8-K

10.1

10/14/2016

4.4

8% Convertible Redeemable Note due September 25, 2018, issued by Airborne Wireless Network to Adar Bays, LLC

8-K

4.4

09/29/2017

10.15†

Employment Agreement between Airborne Wireless Network and Earle Olson dated as of November 1, 2016

10-K

10.10

12/13/2016

4.5

8% Convertible Redeemable Note due September 25, 2018, Back End Note 1, issued by Airborne Wireless Network to Adar Bays, LLC

8-K

4.5

09/29/2017

10.16†

Employment Agreement between Airborne Wireless Network and Michael J. Warren dated February 1, 2017

8-K

10.1

2/21/2017

4.6

8% Convertible Redeemable Note due September 25, 2018, Back End Note 2, issued by Airborne Wireless Network to Adar Bays, LLC

8-K

4.6

09/29/2017

10.17†

Employment Agreement between Airborne Wireless Network and J. Edward Daniels dated July 31, 2017

8-K

10.1

8/04/2017

4.7

8% Convertible Redeemable Note due September 25, 2018, Back End Note 3, issued by Airborne Wireless Network to Adar Bays, LLC

8-K

4.7

09/29/2017

10.18†

Form of Indemnification Agreement for Officers and Directors

8-K

10.1

8/02/2017

4.8

8% Convertible Redeemable Note due September 25, 2018, Back End Note 4, issued by Airborne Wireless Network to Adar Bays, LLC

8-K

4.8

09/29/2017

10.19†

2017 Stock Option Plan

8-K

10.2

8/02/2017

4.9

8% Convertible Redeemable Note due September 25, 2018, Back End Note 5, issued by Airborne Wireless Network to Adar Bays, LLC

8-K

4.9

09/29/2017

10.20

Securities Purchase Agreement, dated September 19, 2017, between Airborne Wireless Network and Concord Holding Group, LLC

8-K

10.3

09/29/2017

4.10

8% Convertible Redeemable Note due September 25, 2018, issued by Airborne Wireless Network to Eagle Equities, LLC, LLC

8-K

4.10

09/29/2017

10.21

Warrant to Purchase Shares of Common Stock, dated October 3, 2017, issued by Airborne Wireless Network to Lucas Hoppel

8-K

10.3

10/06/2017

4.11

8% Convertible Redeemable Note due September 25, 2018, Back End Note 1, issued by Airborne Wireless Network to Eagle Equities, LLC

8-K

4.11

09/29/2017

10.22

Securities Purchase Agreement, dated November 1, 2017, between Airborne Wireless Network and Auctus Fund, LLC

8-K

10.1

11/03/2017

4.12

8% Convertible Redeemable Note due September 25, 2018, Back End Note 2, issued by Airborne Wireless Network to Eagle Equities, LLC

8-K

4.12

09/29/2017

10.23

Securities Purchase Agreement, dated December 22, 2017, between Airborne Wireless Network and Lucas Hoppel

8-K

10.2

12/29/2017

4.13

8% Convertible Redeemable Note due September 25, 2018, Back End Note 3, issued by Airborne Wireless Network to Eagle Equities, LLC

8-K

4.13

09/29/2017

10.24

Warrant to Purchase Shares of Common Stock, dated December 22, 2017, issued by Airborne Wireless Network to Lucas Hoppel

8-K

10.3

12/29/2017

4.14

8% Convertible Redeemable Note due September 25, 2018, Back End Note 4, issued by Airborne Wireless Network to Eagle Equities, LLC

8-K

4.14

09/29/2017

10.25

Services Agreement, dated December 26, 2017, between Airborne Wireless Network and Intellicom Technologies, Ltd.

8-K

10.1

01/02/2018

4.15

8% Convertible Redeemable Note due September 25, 2018, Back End Note 5, issued by Airborne Wireless Network to Eagle Equities, LLC

8-K

4.15

09/29/2017

10.26†

Employment Agreement, dated as of December 28, 2017, between Airborne Wireless Network and Kevin L. Spence

8-K

10.1

01/03/2018

4.16

8% Convertible Redeemable Note due October 2, 2018, issued by Airborne Wireless Network to GS Capital Partners, LLC

8-K

4.1

10/06/2017

10.27

Securities Purchase Agreement, dated as of January 10, 2018, between Airborne Wireless Network and Concord Holding Group, LLC

8-K

10.1

01/16/2018

4.17

8% Convertible Redeemable Note due October 2, 2018 Back End Note 1, issued by Airborne Wireless Network to GS Capital Partners, LLC

8-K

4.2

10/06/2017

10.28

Services and Compensation Agreement, dated March 6, 2018, between Airborne Wireless Network and South Bay Aviation Inc.

8-K

10.1

03/12/2018

4.18

8% Convertible Redeemable Note due October 2, 2018 Back End Note 2, issued by Airborne Wireless Network to GS Capital Partners, LLC

8-K

4.3

10/06/2017

10.29

Securities Purchase Agreement, dated as of March 30, 2018, by and between Airborne Wireless Network and Concord Holding Group, LLC

8-K

10.1

04/05/2018

4.19

Promissory Note dated October 3, 2017, issued by Airborne Wireless Network to Lucas Hoppel

8-K

4.4

10/06/2017

4.20

Convertible Promissory Note due July 30, 2018, issued by Airborne Wireless Network to Einstein Investments LLC

8-K

4.1

11/03/2017

4.21

Convertible Promissory Note due August 1, 2018, issued by Airborne Wireless Network to Auctus Fund, LLC

8-K

4.2

11/03/2017

5659 Table of Contents

10.1

Intellectual Property Purchase Agreement with Apcentive, Inc., dated as of July 31, 2016

8-K/A

10.1

10/21/2016

10.30

Securities Purchase Agreement, dated as of April 9, 2018, by and between Airborne Wireless Network and YA II PN, Ltd.

8-K

10.1

04/13/2018

10.2

Consulting Agreement with C. Neal Monte dated as of August 7, 2016

8-K

10.1

8/16/2016

10.31

Warrant, dated as of April 9, 2018, issued by Airborne Wireless Network to YA II PN, Ltd.

8-K

10.2

04/13/2018

10.3

Memorandum of Understanding between Airborne Wireless Network and Concept Development Inc., dated August 8, 2016

8-K

10.1

8/11/2016

10.32

Exercise Agreement, dated as of October 17, 2018, between Airborne Wireless Network and Sabby Volatility Warrant Master Fund, Ltd.

8-K

10.1

10/17/2018

10.4

Memorandum of Understanding between Airborne Wireless Network and Jet Midwest Group, LLC dated August 30, 2016

8-K

10.1

9/1/2016

10.33

Exercise Agreement, dated as of October 17, 2018, between Airborne Wireless Network and Ionic Ventures LLC

8-K

10.2

10/17/2018

10.5

Consulting Agreement between Airborne Wireless and Aero Certification and Engineering LLC dated as of October 18, 2016

8-K

10.1

10/26/2016

10.34

Lock-up Agreement, dated as of October 17, 2018, between Airborne Wireless Network and Sabby Volatility Warrant Master Fund, Ltd.

8-K

10.3

10/17/2018

10.6

Media and Services Agreement with ZapZorn Inc. dated October 24, 2016

10-K

10.12

12/13/2016

10.35

Lock-up Agreement, dated as of October 17, 2018, between Airborne Wireless Network and Ionic Ventures LLC

8-K

10.4

10/17/2018

10.7

Services and Compensation Agreement between Airborne Wireless Network and Jet Midwest, LLC dated as of October 31, 2016

8-K

10.1

11/1/2016

10.36

Lock-up Agreement, dated as of October 17, 2018, between Airborne Wireless Network and Anson Funds Management LP

8-K

10.5

10/17/2018

10.8

Services Agreement between Airborne Wireless Network and IRTH Communications, LLC dated November 2, 2016

10-K

10.11

12/13/2016

10.37

Lock-up Agreement, dated as of October 17, 2018, between Airborne Wireless Network and Hudson Bay Master Fund Ltd.

8-K

10.6

10/17/2018

10.9

Institutional Market Awareness Agreement between Airborne Wireless Network and Eurasian Capital, LLC dated November 16, 2016

10-K

10.13

12/13/2016

10.38

Lock-up Agreement, dated as of October 17, 2018, between Airborne Wireless Network and YA II PN, Ltd.

8-K

10.7

10/17/2018

10.10

Memorandum of Understanding between Airborne Wireless Network and Electric Lightwave Holdings, Inc. dated December 12, 2016

8-K

10.1

12/27/2016

31.1*

Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer

10.11

Memorandum of Understanding between Airborne Wireless Network and Air Lease Corporation, dated January 9, 2017

10-Q

10.1

7/17/2017

31.2*

Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer

10.12

Consulting Agreement between Airborne Wireless Network and Brighton Capital, Ltd., dated July 31, 2017

8-K

10.2

8/04/2017

32.1*

Section 1350 Certification of Chief Executive Officer

10.13

Design and Manufacturing Services Agreement between Airborne Wireless Network and ViaLight Communications Gmbh.

8-K

10.1

8/15/2017

32.2*

Section 1350 Certification of Chief Financial Officer

10.14†

Employment Agreement between Airborne Wireless Network and Marius D. de Mos dated as of August 19, 2016

8-K

10.1

8/26/2016

101.INS*

XBRL Instance Document

10.15†

Employment Agreement between Airborne Wireless Network and Jason T. de Mos dated as of October 7, 2016

8-K

10.1

10/14/2016

101.SCH*

XBRL Taxonomy Extension Schema Document

10.16†

Employment Agreement between Airborne Wireless Network and Earle Olson dated as of November 1, 2016

10-K

10.10

12/13/2016

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document

10.17†

Employment Agreement between Airborne Wireless Network and Michael J. Warren dated February 1, 2017

8-K

10.1

2/21/2017

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document

10.18†

Employment Agreement between Airborne Wireless Network and J. Edward Daniels dated July 31, 2017

8-K

10.1

8/04/2017

101.LAB*

XBRL Taxonomy Extension Label Linkbase Document

10.19†

Form of Indemnification Agreement for Officers and Directors

8-K

10.1

8/02/2017

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document

10.20†

2017 Stock Option Plan

8-K

10.2

8/02/2017

10.21

Securities Purchase Agreement, dated September 15, 2017, between Airborne Wireless Network and Black Mountain Equities, Inc.

8-K

10.1

09/29/2017

10.22

Warrant to Purchase Shares of Common Stock, dated September 15, 2017, issued by Airborne Wireless Network to Black Mountain Equities, Inc.

8-K

10.2

09/29/2017

10.23

Securities Purchase Agreement, dated September 19, 2017, between Airborne Wireless Network and Concord Holding Group, LLC

8-K

10.3

09/29/2017

10.24

Securities Purchase Agreement, dated September 25, 2017, between Airborne Wireless Network and Adar Bays, LLC

8-K

10.4

09/29/2017

10.25

Securities Purchase Agreement, dated September 25, 2017, between Airborne Wireless Network and Eagle Equities, LLC

8-K

10.5

09/29/2017

10.26

Securities Purchase Agreement, dated October 2, 2017, between Airborne Wireless Network and GS Capital Partners, LLC

8-K

10.1

10/06/2017

10.27

Securities Purchase Agreement, dated October 3, 2017, between Airborne Wireless Network and Lucas Hoppel

8-K

10.2

10/06/2017

10.28

Warrant to Purchase Shares of Common Stock, dated October 3, 2017, issued by Airborne Wireless Network to Lucas Hoppel

8-K

10.3

10/06/2017

10.29

Securities Purchase Agreement, dated November 1, 2017, between Airborne Wireless Network and Auctus Fund, LLC

8-K

10.1

11/03/2017

31.1*

Certification of the principal executive officer Pursuant to Section 302

31.2*

Certification of the principal financial officer Pursuant to Section 302

32.1*

Certification of the principal executive officer and principal financial officer pursuant to Section 906

101*

The following financial information for the fiscal years ended August 31, 2017, 2016 and 2015 formatted in Extensible Business Reporting Language (XBRL): (i) balance sheets, (ii) statements of operations, (iii) statement of stockholders’ deficit, (iv) statements of cash flows and (v) notes to the financial statements.

_________

* Filed herewith.

† Management contract or plan.

~~Item~~60 ~~16.~~Table ~~Form~~of ~~10-K Summary.~~Contents

~~None.~~SIGNATURES

57Pursuant ~~Table~~to the requirements of ~~Contents~~Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

SIGNATURES

		AIRBORNE WIRELESS NETWORK
		(Registrant)

Dated: November 14, 2018		/s/ Michael J. Warren
		Michael J. Warren
		Chief Executive Officer and Director
		(principal executive officer)

Pursuant to the requirements of ~~Section 13 or 15(d)~~ the Securities Exchange Act of 1934, ~~the~~this ~~registrant~~report has ~~duly~~been ~~caused~~signed ~~this~~below ~~report~~by tothe befollowing ~~signed~~persons on ~~its~~ behalf byof the ~~undersigned,~~registrant ~~thereunto~~and ~~duly~~in ~~authorized~~the capacities and on the dates indicated.

	Airborne Wireless Network
Dated: November 14, 2018		/s/ Michael J. Warren
Date: November 14, 2017	By:	/s/ Michael J. Warren
		Michael J. Warren
		Name:	Michael J. Warren
		Chief Executive Officer and Director
		Title:	Chief Executive Officer
		(principal executive officer)
Dated: November 14, 2018		/s/ Kevin L. Spence
		Kevin L. Spence
		Chief Financial Officer
		(principal financial officer and principal accounting officer)
Dated: November 14, 2018		/s/ J. Edward Daniels
		J. Edward Daniels
		President, Treasurer, Secretary and Director
Dated: November 14, 2018		/s/ Samuel Gulko
		Samuel Gulko
		Director
Dated: November 14, 2018		/s/ Karen B. Laustsen
		Karen B. Laustsen
		Director
Dated: November 14, 2018		/s/ James H. Leach
		James H. Leach
		Director
Dated: November 14, 2018		/s/ James C. Witham
		James C. Witham
		Director

~~Pursuant~~61 toTable ~~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.~~Contents

SIGNATURE	TITLE	DATE
/s/ Michael J. Warren	Chief Executive Officer and Director	November 14, 2017
Michael J. Warren	(principal executive officer)
/s/ J. Edward Daniels	President, Treasurer, Secretary and Director	November 14, 2017
J. Edward Daniels	(principal financial officer and principal accounting officer)

INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

58FOR THE YEARS ENDED AUGUST 31, 2018 AND 2017

~~INDEX~~AIRBORNE TOWIRELESS ~~AUDITED CONSOLIDATED FINANCIAL STATEMENTS~~NETWORK

~~FOR~~AUDITED ~~THE~~FINANCIAL ~~YEARS ENDED AUGUST 31, 2017, 2016, AND 2015~~STATEMENTS

~~AIRBORNE~~AUGUST ~~WIRELESS~~31, ~~NETWORK~~2018 AND 2017

AUDITED FINANCIAL STATEMENTS

			Page
Report of Independent Registered Public Accounting Firm			F-2

Balance Sheets as of August 31, 2018 and 2017			F-3

Statements of Operations for the years ended August 31, 2018 and 2017			F-4

Statement of Stockholders’ Equity (Deficit) for the years ended August 31, 2018 and 2017			F-5

Statements of Cash Flows for the years ended August 31, 2018 and 2017			F-6

Notes to the Audited Financial Statements			F-7

~~AUGUST~~F-1 ~~31,~~Table ~~2017,~~of ~~2016 AND 2015~~Contents

			Page
Report of Independent Registered Public Accounting Firm			F-2
Balance Sheets as of August 31, 2017 and August 31, 2016			F-3
Statements of Operations for the years ended August 31, 2017, August 31, 2016, and August 31, 2015			F-4
Statement of Stockholders’ Equity (Deficit) for the years ended August 31, 2017, August 31, 2016 and August 31, 2015			F-5
Statements of Cash Flows for the years ended August 31, 2017, August 31, 2016 and August 31, 2015			F-6
Notes to the Audited Financial Statements			F-7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~F-1~~To the Board of Directors and

~~REPORT~~Shareholders OFof ~~INDEPENDENT~~Airborne ~~REGISTERED~~Wireless ~~PUBLIC ACCOUNTING FIRM~~Network

~~Airborne~~Opinions ~~Wireless~~on ~~Network~~the Financial Statements and Internal Control over Financial Reporting

~~4115~~We ~~Guardian~~have ~~Street~~audited the accompanying balance sheets of Airborne Wireless Network (the Company) as of August 31, ~~Suite~~2018 Cand 2017, and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended August 31, 2018, and the related notes (collectively referred to as the financial statements). We also have audited the Company’s internal control over financial reporting as of August 31, 2018, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

~~Simi~~In ~~Valley~~our opinion, ~~California~~the ~~93063~~ financial statements referred to above present fairly, in all material respects, the financial position of the Company as of August 31, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the two-year period ended August 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

WeAlso, ~~have~~in ~~audited~~our ~~the~~opinion, ~~accompanying~~because ~~balance sheets~~ of ~~Airborne~~the ~~Wireless~~effect ~~Network~~of asthe ofmaterial ~~August~~weaknesses ~~31,~~described ~~2017~~in ~~and~~the ~~2016~~following ~~and~~paragraph on the ~~related~~achievement ~~statements~~ of ~~operations,~~the ~~stockholders'~~objectives ~~equity~~of ~~and~~the ~~cash~~control ~~flows for~~criteria, the ~~years~~Company ~~ended~~has ~~August~~not ~~31,~~maintained ~~2017,~~effective ~~2016~~internal ~~and~~control ~~2015.~~over ~~These~~ financial ~~statements~~reporting ~~are~~as ~~the responsibility~~ of ~~the~~August ~~Company's~~31, ~~management.~~2018, ~~Our~~based ~~responsibility~~on iscriteria toestablished ~~express~~in anInternal ~~opinion~~Control—Integrated onFramework ~~these~~(2013) ~~financial~~issued ~~statements~~by ~~based on our audits~~COSO.

WeA ~~conducted~~material ~~our~~weakness ~~audits~~is ina ~~accordance~~control ~~with~~deficiency, ~~the~~or ~~standards~~a combination of ~~the~~deficiencies, ~~Public~~in ~~Company~~internal ~~Accounting~~control ~~Oversight~~over ~~Board~~financial ~~(United~~reporting, ~~States).~~such ~~Those~~that ~~standards~~there ~~require~~is a reasonable possibility that wea ~~plan~~material ~~and~~misstatement ~~perform~~of the ~~audit~~Company’s toannual ~~obtain~~or ~~reasonable~~interim ~~assurance~~financial ~~about~~statements ~~whether~~will ~~the~~not ~~financial~~be ~~statements~~prevented ~~are~~or ~~free~~detected ofon ~~material~~a ~~misstatement~~timely basis. The ~~Company~~following ismaterial ~~not~~weaknesses ~~required to~~ have, ~~nor~~been ~~were~~identified weand ~~engaged~~included toin ~~perform,~~management’s anassessment. ~~audit~~During ofthe ~~its~~fiscal ~~internal~~year ~~control~~ending ~~over~~August ~~financial~~31, ~~reporting.~~2018, ~~Our~~it ~~audits~~was ~~included~~noted ~~consideration~~that ofmaterial ~~internal~~weaknesses ~~control~~existed ~~over~~in the financial reporting asin athe ~~basis~~following: ~~for~~1) ~~designing~~Management ~~audit~~override ~~procedures~~of ~~that~~controls, ~~are~~2) ~~appropriate~~absent inor ~~the~~inadequate ~~circumstances,~~segregation ~~but~~of ~~not~~duties ~~for~~within ~~the~~a ~~purpose~~significant account or process, and 3) inadequate design of ~~expressing~~monitoring ancontrols ~~opinion~~used onto assess the design and operating effectiveness of the ~~Company~~entity's internal control over ~~financial reporting~~time. ~~Accordingly,~~These wematerial ~~express~~weaknesses nowere ~~such~~considered ~~opinion.~~in Andetermining ~~audit~~the ~~also~~nature, ~~includes examining~~timing, onand aextent ~~test~~of ~~basis,~~audit ~~evidence~~tests ~~supporting~~applied ~~the~~in ~~amounts~~our ~~and~~audit ~~disclosures~~of in the 2018 financial statements, ~~assessing the accounting principles used~~ and ~~significant~~our ~~estimates~~opinion ~~made~~on byinternal ~~management,~~control asover ~~well as evaluating the overall~~ financial ~~statement~~reporting ~~presentation.~~does Wenot ~~believe~~affect ~~that~~ our ~~audits~~opinion ~~provide~~on athese ~~reasonable~~financial ~~basis for our opinion~~statements.

InBasis our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Airborne Wireless Network as of August 31, 2017 and 2016 and the results of its operations and its cash flows for ~~the years ended August 31, 2017, 2016 and 2015 in conformity with accounting principles generally accepted in the United States of America.~~Opinion

The ~~accompanying~~Company’s ~~financial~~management ~~statements~~is ~~have~~responsible ~~been~~for ~~prepared~~these ~~assuming~~financial ~~that~~statements, ~~the~~for ~~Company~~maintaining ~~will~~effective ~~continue~~internal ascontrol aover ~~going~~financial ~~concern.~~reporting, Asand ~~discussed~~for inits ~~Note~~assessment 2of to the ~~financial~~effectiveness ~~statements,~~of ~~the~~internal ~~Company~~control ~~has~~over ~~suffered~~financial ~~continuing~~reporting ~~losses~~included ~~and~~in ~~has~~the ~~not~~accompanying ~~yet~~Management’s ~~established~~Annual aReport ~~reliable,~~on ~~consistent~~Internal ~~and~~Control ~~proven~~over ~~source~~Financial ofReporting. ~~revenue~~Our toresponsibility ~~meet~~is ~~its~~to ~~operating~~express ~~costs~~an opinion on anthe ~~ongoing~~Company’s ~~basis~~financial statements and ~~currently~~an ~~does~~opinion ~~not~~on ~~have~~the ~~sufficient~~Company’s ~~available~~internal ~~funding~~control toover ~~fully~~financial ~~implement~~reporting ~~its~~based ~~business~~on ~~plan~~our audits. ~~These~~We ~~factors~~are ~~raise~~a ~~substantial~~public ~~doubt~~accounting ~~about~~firm ~~its~~registered ~~ability~~with tothe ~~continue~~Public asCompany aAccounting ~~going~~Oversight ~~concern.~~Board ~~Management's~~(United ~~plans~~States) in(PCAOB) ~~regard~~and are required to ~~these~~be ~~matters~~independent ~~are~~with ~~also~~respect ~~described~~to the Company in ~~Note~~accordance 2.with ~~The~~the ~~financial~~U.S. ~~statements~~federal dosecurities ~~not~~laws ~~include~~and ~~any~~the ~~adjustments~~applicable ~~that~~rules ~~might~~and ~~result~~regulations ~~from~~of the ~~outcome~~Securities ofand ~~this~~Exchange ~~uncertainty~~Commission and the PCAOB.

~~/s/~~We ~~Pritchett~~conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, ~~Siler~~whether &due ~~Hardy~~to error or fraud, Pand whether effective internal control over financial reporting was maintained in all material respects.C.

~~Pritchett~~Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, ~~Siler~~whether &due ~~Hardy~~to error or fraud, Pand performing procedures that respond to those risks.C Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

~~Farmington,~~Definition ~~Utah~~and Limitations of Internal Control over Financial Reporting

~~November~~A 13company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, ~~2017~~in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

~~F-2~~Because ~~Table~~of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of ~~Contents~~any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~AIRBORNE~~Emphasis ~~WIRELESS~~of ~~NETWORK~~Matter

~~BALANCE~~The ~~SHEETS~~accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses and has no operations which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

	August 31,			August 31,
	2017			2016
Assets
Current Assets
Cash and cash equivalents	$	217,694		$	809
Prepaid expenses		285,284			9,167
Total Current Assets		502,978			9,976
Property and equipment, net		25,348			-
Total Assets	$	528,326		$	9,976
Liabilities and Stockholders’ Equity (Deficit)
Current Liabilities
Accounts payable and accrued liabilities	$	421,749		$	55,275
Due to related parties		-			45,365
Total Current Liabilities		421,749			100,640
Total Liabilities		421,749			100,640
Commitments and Contingencies (note 10)
Stockholders’ Equity (Deficit)
Preferred stock, $0.001 par value, 10,000,000 shares authorized; no shares issued and outstanding		-			-
Common stock, $0.001 par value, 350,000,000 shares authorized; 90,589,154 and 74,097,796 shares issued and outstanding as of August 31, 2017 and 2016, respectively		90,589			74,098
Additional paid-in capital		37,144,817			51,108
Accumulated deficit		(37,128,829	)		(215,870	)
Total Stockholders’ Equity (Deficit)		106,577			(90,664	)
Total Liabilities and Stockholders’ Equity (Deficit)	$	528,326		$	9,976

Pinnacle Accountancy Group of Utah

We have served as the Company’s auditor since 2018.

Farmington, Utah

November 14, 2018

~~The~~F-2 ~~accompanying~~Table ~~notes are an integral part~~ of ~~these financial statements.~~ Contents

~~F-3~~AIRBORNE ~~Table~~WIRELESS ~~of Contents~~NETWORK

~~AIRBORNE~~BALANCE ~~WIRELESS NETWORK~~SHEETS

STATEMENTS OF OPERATIONS

	August 31,		August 31,
	2018		2017
Assets
Current Assets
Cash and cash equivalents	$	155,988	$	217,694
Prepaid expenses and other assets		1,019,650		285,284
Total Current Assets		1,175,638		502,978

Property and equipment, net		34,610		25,348

Total Assets	$	1,210,248	$	528,326

Liabilities and Stockholders’ Equity (Deficit)
Current Liabilities
Accounts payable and accrued liabilities	$	4,909,419	$	421,749
Accrued interest		67,157		-
Convertible notes payable, net of unamortized debt discount of $863,851 and $0, respectively		976,229		-
Derivative liabilities		4,494,698		-
Total Current Liabilities		10,447,503		421,749

Total Liabilities		10,447,503		421,749

Stockholders’ Equity (Deficit)
Preferred stock, $0.001 par value, 10,000,000 shares authorized.
Series A Convertible Preferred Stock, $0.001 par value, $1,150 stated value, 1,000,000 shares authoriz

Filing Compare · AIRBORNE WIRELESS NETWORK