UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

~~[X]~~ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~July~~January 31, ~~2016~~2017

~~[_]~~ ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________ to _________________

Commission File No.: 000-55581

TRANS-PACIFIC AEROSPACE COMPANY, INC.

(Exact name of registrant as specified in its charter)

Nevada	36-4613360
Wyoming	36-4613360
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2975 Huntington Drive, Suite 107 San Marino, CA 91108 (Address of principal executive offices)

~~2975~~Issuer’s ~~Huntington Drive,~~telephone ~~Suite~~number: ~~107~~(626) 796-9804

~~San Marino, CA 91108~~________________________________________________

(Address of principal executive offices)

Issuer’s telephone number: (626) 796-7804

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) 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 ~~___~~ ☐

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

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

Large accelerated filer ~~[ ]~~ ☐ Accelerated filer [☐ ]Non-accelerated filer ☐ (Do not check if a smaller reporting company) Smaller reporting company ☒

~~Non-accelerated~~Indicate ~~filer~~by ~~[ ]~~check ~~(Do~~mark ~~not~~whether ~~check~~the registrant ifis a ~~smaller~~shell ~~reporting~~ company (as defined in Rule 12b-2 of the Exchange Act) ~~Smaller~~. ~~reporting~~Yes ~~company~~☐ No ~~[X]~~☒

~~Indicate~~As byof ~~check~~March ~~mark~~21, ~~whether~~2017, ~~the registrant~~4,808,880,936 isshares aof ~~shell~~our ~~company~~common ~~(as~~stock ~~defined~~were ~~in Rule 12b-2 of the Exchange Act)~~outstanding. ~~Yes No X~~

As of September 7, 2016, 3,920,880,936 shares of our common stock were outstanding.

TRANS-PACIFIC AEROSPACE COMPANY, INC.

FORM 10-Q

~~July~~January 31, ~~2016~~2017

TABLE OF CONTENTS

		Page	~~Page~~
PART I-- FINANCIAL INFORMATION
PART I – FINANCIAL INFORMATION		3
Item 1.	Financial Statements	~~Financial Statements~~3	~~F-1~~
		Unaudited Condensed Consolidated Balance Sheets as of July 31, 2016 and October 31, 2015	F-1
	Condensed Consolidated Balance Sheets as of January 31, 2017 (Unaudited) and October 31, 2016	3
		Unaudited Condensed Consolidated Statements of Operations for three and nine months ended July 31, 2016 and 2015	F-2
	Unaudited Condensed Consolidated Statements of Operations for the three months ended January 31, 2017 and 2016	4
		Unaudited Consolidated Statement of Stockholders’ Equity (Deficit) for the nine months ended July 31, 2016	F-3
	Unaudited Condensed Consolidated Statement of Stockholders' Equity (Deficit) for the three months ended January 31, 2017	5
		Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended July 31, 2016 and 2015	F-4
	Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended January 31, 2017 and 2016	6
	Notes to the Unaudited Condensed Consolidated Financial Statements	~~Notes to the Unaudited Condensed Consolidated Financial Statements~~7	~~F-5~~
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~24	1
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	~~Quantitative and Qualitative Disclosures About Market Risk~~26	3
Item 4		Control and Procedures	3
Item 4.	Control and Procedures	27
PART II-- OTHER INFORMATION
PART II – OTHER INFORMATION		28
Item 1	Legal Proceedings	~~Legal Proceedings~~28	4
Item 1A	Risk Factors	~~Risk Factors~~28	4
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	~~Unregistered Sales of Equity Securities and Use of Proceeds~~28	4
Item 3.	Defaults Upon Senior Securities	~~Defaults Upon Senior Securities~~28	5
Item 4.	Mine Safety Disclosures	~~Mine Safety Disclosures~~28	5
Item 5.	Other Information	~~Other Information~~28	5
Item 6.	Exhibits	~~Exhibits~~28	5
SIGNATURES		29	6

PART ~~I--~~1 –FINANCIAL INFORMATION

~~ITEM~~Item 1. ~~–FINANCIAL~~Financial ~~STATEMENTS~~Statements

TRANS-PACIFIC AEROSPACE COMPANY, INC.

Consolidated Balance Sheets

	July 31			October 31,
	January 31,			October 31,
	2016			2015
	2017			2016
	(Unaudited)
ASSETS
Current assets
Cash	$	616,~~551~~484		$	67,~~833~~277
Accounts receivable		109,140			–
Advance to related party		20,803			–
Prepaid expenses		–			1,584
Total current assets		37,287			7,277
Total current assets		115,691			8,417
Non-Current assets
Office equipment, net of accumulated depreciation of $5,605 and $4,702, respectively		2,801			3,704
Office equipment, net of accumulated depreciation of $6,207 and $5,906, respectively		2,199			2,500
Security deposit		1,584			1,584
Total non-current assets		43,~~385~~783			54,~~288~~084
Total assets	$	~~120~~41,~~076~~070		$	1311,~~705~~361
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current liabilities
Accounts payable and accrued expenses	$	~~210~~713,~~022~~469		$	60713,~~021~~469
Income taxes payable		1,951			1,951
Accrued salary and payroll taxes		20,433			20,433
Accrued interest payable		–			500
Other payables - related parties		61,217			61,217
Other payables - related parties		264,773			58,975
Convertible note payable - Series C		9,500			–
Convertible note payable, net of discount		–			8,333
Convertible note payable, currently in default		260,000			260,000
Derivative liabilities - conversion option		–			–
Total current liabilities		1,066,570			1,057,070
Total current liabilities		757,179			410,213
Total liabilities		1,066,570			1,057,070
Total liabilities		757,179			410,213
Commitments and Contingencies
Payables to related parties		211,311			211,311
Stockholders' (deficit)
Preferred stock, par value $0.001, 5,000,000 shares authorized 4,007 and 2,945 shares issued and outstanding at July 31, 2016 and October 31, 2015, respectively		4			3
Preferred stock, par value $0.001, 5,000,000 shares authorized:
Common stock, par value $0.001, 4,500,000,000 shares authorized 3,574,620,085 and 3,829,346,478 shares issued and outstanding at July 31, 2016 and October 31, 2015, respectively		3,574,620			3,829,346
5,035 and 15,063 shares of Series A issued and outstanding at January 31, 2017 and October 31, 2016, respectively		5			15
Additional paid-in capital		19,624,742			17,142,748
1,500 and 0 shares of Series B issued and outstanding at January 31, 2017 and October 31, 2016, respectively		2			–
Preferred stock to be issued		236,000			–
Common stock, par value $0.001, unlimited number of shares authorized 4,400,880,936 and 4,199,880,936 shares issued and outstanding at January 31, 2017 and October 31, 2016, respectively		4,400,880			4,199,880
Common stock to be issued		64,093			86,093
Additional paid-in capital		20,529,428			20,584,870
Accumulated Deficit		(23,402,037	)		(20,814,980	)
Preferred stock to be issued		118,900			18,000
Total Trans-Pacific Aerospace Company Inc. stockholders' equity		97,422			243,210
Common stock to be issued		83,593			83,593
Non-controlling interest in subsidiary		(734,525	)		(639,718	)
Accumulated Deficit		(25,551,677	)		(25,383,090	)
Total stockholders' (deficit)		(637,103	)		(396,508	)
Total Trans-Pacific Aerospace Company Inc. stockholders' equity		(418,869	)		(496,732	)
Total liabilities and stockholders' (deficit)	$	120,076		$	13,705
Non-controlling interest in subsidiary		(817,942	)		(760,288	)
Total stockholders' (deficit)		(1,236,811	)		(1,257,020	)
Total liabilities and stockholders' (deficit)	$	41,070		$	11,361

See accompanying notes to consolidated financial statements

~~F-1~~3

TRANS-PACIFIC AEROSPACE COMPANY, INC.

Unaudited Consolidated Statements of Operations

	For the Three Months Ended July 31,						For the Nine Months Ended July 31,
	For the Three Months Ended January 31,
	2016			2015			2016			2015
	2017			2016
Sales	$	–		$	–		$	109,140		$	–
Operating expenses
Cost of sales		–			–			–			–
Professional fees		4,585			2,875
Gross profit		–			–			109,140			–
Consulting		132,200			220,600
Operating expenses
Other general and administrative		187,606			82,042
Professional fees		7,220			24,385			30,335			100,895
Total operating expenses		324,391			305,517
Consulting		269,400			74,500			2,337,000			173,500
Operating loss from continuing operations		(324,391	)		(305,517	)
Other general and administrative		163,449			1,263,227			339,946			3,913,521
Interest expense, net		(4,550	)		(31,050	)
Total operating expenses		440,069			1,362,112			2,707,281			4,187,916
Other income - related party		102,700			–
Operating loss from continuing operations		(440,069	)		(1,362,112	)		(2,598,141	)		(4,187,916	)
Net loss from continuing operations	$	(226,241	)	$	(336,567	)
Interest expense, net		(6,270	)		(138,704	)		(83,723	)		(333,460	)
Discontinued operations
Change in fair value of derivative liabilities		–			(6,476	)		–			424,822
Net gain (loss) from discontinued operations		–			–
Derivative expenses		–			–			–			(486,359	)
Loss before income taxes		(226,241	)		(336,567	)
Net loss from continuing operations	$	(446,339	)	$	(1,507,292	)	$	(2,681,864	)	$	(4,582,913	)
Income taxes		–			–
Discontinued operations
Net Loss		(226,241	)		(336,567	)
Net gain (loss) from discontinued operations		–			–			–			–
Less: Loss attributable to non-controlling interest		(57,654	)	$	(23,750	)
Loss before income taxes		(446,339	)		(1,507,292	)		(2,681,864	)		(4,582,913	)
Net Loss attributable to the Company	$	(168,587	)	$	(312,817	)
Income taxes		–			–			–			–
Basic and dilutive net loss from operations per share	$	(0.00	)	$	(0.00	)
Net Loss	$	(446,339	)	$	(1,507,292	)	$	(2,681,864	)	$	(4,582,913	)
Weighted average number of common hares outstanding, basic and diluted		4,343,562,255			3,506,900,273
Less: Loss attributable to non-controlling interest	$	(41,205	)	$	(41,209	)	$	(94,807	)	$	(120,390	)
Net Loss attributable to the Company	$	(405,134	)	$	(1,466,083	)	$	(2,587,057	)	$	(4,462,523	)
Basic and dilutive net loss from operations per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding, basic and diluted		3,462,184,357			3,274,015,518			3,356,733,681			1,372,910,658

See accompanying notes to consolidated financial statements

~~F-2~~4

TRANS-PACIFIC AEROSPACE COMPANY, INC.

Unaudited Consolidated Statement of Stockholders' Equity (Deficit)

	Preferred Stock						Common Stock							Additional Paid-In			Common Stock To Be			Preferred Stock To Be			Non Controlling			Accumulated
													Additional			Common			Preferred			Non
		Shares			Amount			Shares			Amount			Capital			Issued			Issued			Interest			Deficit		Total
	Preferred Stock						Common Stock						Paid-In			Stock			Stock			Controlling			Accumulated
Balances, October 31, 2014		–		$	–			179,447,431		$	179,447		$	15,461,785		$	64,093					$	(489,407	)	$	(16,064,350	)	$	(848,432	)
	Shares			Amount			Shares			Amount			Capital			To Be Issued			To Be Issued			Interest			Deficit			Total
Common stock converted to preferred stock		767			1			(759,817,144	)		(759,817	)		759,817															1
Balances, October 31, 2015		2,945		$	3			3,829,346,478		$	3,829,346		$	17,142,748		$	86,093		$	–		$	(639,718	)	$	(20,814,980	)	$	(396,508	)
Preferred stock issued for services & compensation		1,203			1									644,999			–												645,000
Common stock converted to preferred stock		694			1			(692,943,784	)		(692,944	)		692,943			–			–			–			–			–
Common stock issued for cash								228,000,000			228,000			(18,000	)		–												210,000
Preferred stock converted to common stock		(984	)		(1	)		984,000,000			984,000			(983,999	)		–			–			–			–			–
Preferred stock issued for cash		250			–									300,000			22,000												322,000
Preferred stock issued for services & compensation		11,664			11			–			–			2,762,787			–			–			–			–			2,762,798
Stocks issued in lieu of finders fees		725			1			57,019,761			57,020			(57,021	)														–
Preferred stock issued for cash		752			1.00			–			–			316,000			(22,000	)		18,000			–			–			312,001
Common stock issued for services & compensation		–			–			~~387~~29,000,000			~~387~~29,000			3852,~~000~~600			19,500			–			–			–			~~425~~101,~~000~~100
Common stock issued upon conversion of notes payable								3,737,696,430			3,737,696			(3,355,618	)														382,078
Common stock issued upon conversion of loan and payables		–			–			251,478,242			251,478			(165,107	)		–			–			–			–			86,371
Conversion of derivative liability to common stock		–			–			–			–			~~540~~163,~~586~~740			–			–			–			–			~~540~~163,~~586~~740
Amortization of stock options														2,760,000															2,760,000
Amortization of stock option		–			–			–			–			383,958			–			–			–			–			383,958
Imputed interest														18,200															18.200
Common stock retired		–			–			(201,000,000	)		(201,000	)		201,000			–			–			–			–			–
Note discount														50,000															50,000
Preferred stock retired		(8	)		–			–			–			–			–			–			–			–			–
Assignment of convertible notes to officer														–															–
Imputed interest		–			–			–			–			18,200			–			–			–			–			18,200
Loss on Minority interest		–			–			–			–			–			–			–			(~~150~~120,~~311~~570	)		–			(~~150~~120,~~311~~570	)
Net loss from continuing operations for the year ended October 31, 2015																										(4,750,630	)		(4,750,630	)
Net loss from continuing operations for the year ended October 31, 2016		–			–			–			–			–			–			–			–			(4,568,110	)		(4,568,110	)
Balances, October 31, 2015		2,945		$	3			3,829,346,478		$	3,829,346		$	17,142,748		$	86,093		$	–	#	$	(639,718	)	$	(20,814,980	)	$	(396,508	)
Balances, October 31, 2016		15,063		$	15			4,199,880,936		$	4,199,880		$	20,584,870		$	83,593		$	18,000		$	(760,288	)	$	(25,383,090	)	$	(1,257,020	)
Common stock converted to preferred stock		694			1			(692,943,784	)		(692,944	)		692,943															–
Preferred stock converted to common stock		(244	)		–			209,000,000			209,000			(209,000	)		–			–			–			–			–
Preferred stock converted to common stock		(513	)		(1	)		513,000,000			513,000			(513,000	)														(1	)
Preferred stock issued for services & compensation		1,700			2			–			–			134,998			–			–			–			–			135,000
Preferred stock issued for services & compensation		664			1									2,062,798															2,062,799
Preferred stock issued for cash		16			–			–			–			6,000			–			100,900			–			–			106,900
Preferred stock issued for cash		225			–									24,500			(22,000	)		236,000									238,500
Common stock retired		–			–			(8,000,000	)		(8,000	)		8,000			–			–			–			–			–
Common stock issued for services & compensation								29,000,000			29,000			52,600															81,600
Preferred stock retired		(10,000	)		(10	)		–			–			10			–			–			–			–			–
Common stock issued upon conversion of other payables								97,217,391			97,218			(52,497	)														44,721
Imputed interest		–			–			–			–			4,550			–			–			–			–			4,550
Common stock retired								(201,000,000	)		(201,000	)		201,000															–
Loss on Minority interest		–			–			–			–			–			–			–			(57,654	)		–			(57,654	)
Preferred stock retired		(8	)		–									–															–
Net loss from continuing operations for the three months ended January 31, 2017		–			–			–			–			–			–			–			–			(168,587	)		(168,587	)
Imputed interest														13,650															13,650
Balances, January 31, 2017 (unaudited)		6,535		$	7			4,400,880,936		$	4,400,880		$	20,529,428		$	83,593		$	118,900		$	(817,942	)	$	(25,551,677	)	$	(1,236,811	)
Loss on Minority interest																							(94,807	)					(94,807	)
Net loss from continuing operations for the Nine months ended July 31, 2016																										(2,587,057	)		(2,587,057	)
Balances, July 31, 2016 (Unaudited)		4,007		$	4			3,574,620,085		$	3,574,620		$	19,624,742		$	64,093		$	236,000	#	$	(734,525	)	$	(23,402,037	)	$	(637,103	)

See accompanying notes to consolidated financial statements

~~F-3~~5

TRANS-PACIFIC AEROSPACE COMPANY, INC.

Unaudited ~~Consolidated~~ Consolidated Statements of Cash Flows

	For the Nine Months Ended July 31,
	For the Three Months Ended January 31,
	2016			2015
	2017			2016
Cash flows from operating activities:
Net Loss	$	(2226,~~681,864~~241	)	$	(4336,~~582,913~~567	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		2135,~~144,398~~000			3204,~~607,500~~000
Amortization of debt discount		~~41,667~~–			~~289~~25,~~976~~000
Imputed interest expense		134,~~650~~550			134,~~650~~550
Change in fair value of derivative liabilities		–			(424,822	)
Depreciation expense		301			301
Derivative expense		–			486,359
Interest converted to common stock		1,720			15,179
Interest paid by shareholder		27,186			–
Depreciation expense		903			903
Change in operating assets and liabilities:
Accounts receivable		(109,140	)		–
Prepaid and deferred expenses		–			792
Prepaid and deferred expenses		1,584			(2,376	)
Accrued interest payable		–			1,500
Accounts payable and accrued expenses		150,001			2,236
Net cash used in operating activities		(86,390	)		(100,424	)
Accrued interest payable		(500	)		(3,722	)
Cash flows from investing activities
Net cash used in operating activities		(410,395	)		(598,030	)
Advance to related party		(20,803	)		–
Net cash used in investing activities		(20,803	)		–
Cash flows from financing activities:
Common stock issued for cash		–			510,000
Preferred stock sold for cash		106,900			–
Preferred stock sold for cash		238,500			22,000
Convertible note issued for cash		9,500			–
Convertible note issued for cash		–			160,500
Other payables - related parties		–			97,212
Repayment of convertible notes		–			(48,000	)
Net cash provided by financing activities		116,400			97,212
Other payables - related parties		171,613			(725	)
Net increase / decrease in cash		9,207			(3,212	)
Net cash provided by financing activities		410,113			643,775
Cash, beginning of the period		7,277			6,833
Net increase / decrease in cash		(282	)		45,745
Cash, end of the period	$	16,484		$	3,621
Cash, beginning of the period		6,833			50,089
Cash, end of the period	$	6,551		$	95,834
Supplemental cash flow disclosure:
Interest paid	$	–		$	–
Income taxes paid	$	–		$	–
Supplemental disclosure of non-cash transactions:
Common stock issued for payment on outstanding liabilities	$	44,720		$	49,892
Retirement of common shares	$	8,000		$	200,000
Common stock issued for conversion of notes payable	$	–		$	382,077
Conversion of derivative liability to common stock	$	–		$	511,339
Retirement of common shares	$	201,000		$	–
Note and interest paid by shareholder	$	77,186		$	–
Derivative liabilities	$	–		$	23,089

See accompanying notes to consolidated financial statements

~~F-4~~6

Trans-Pacific Aerospace Company, Inc.

Notes to Unaudited Consolidated Financial Statements

~~July~~January 31, ~~2016~~2017

NOTE 1 – BACKGROUND AND ORGANIZATION

Organization

The Company was incorporated in the State of of Nevada on June 5, 2007, as Gas Salvage Corp. for the purpose of engaging in the exploration and development of oil and gas. In In July 2008, the Company changed its name to Pinnacle Energy Corp. On February 1, 2010, the Company completed the acquisition of of the aircraft component part design, engineering and manufacturing assets of Harbin Aerospace Company, LLC (“HAC”). The transaction was structured as a business combination. Following completion of the HAC acquisition, the Company’s Board of Directors decided to dispose of the oil and gas business interests and focus on the aircraft component market. On February 10, 2010, the Company completed the sale of all of its oil and gas business interests in exchange for cancellation of all obligations under an outstanding promissory note having a principal amount of $1,000,000. Pursuant to Financial Accounting Standards Board (FASB) standards, the Company has retro-actively presented its oil and gas business as discontinued operations.

In March 2010, the Company changed its ~~name~~ name to Trans-Pacific Aerospace Company, Inc.

On July 27, 2008, the Company completed a three-for-one stock split of the Company’s common stock. The share and per-share information disclosed within this Form 10-Q reflect the completion of this stock split.

On April 5, 2013, the Company entered into Securities Purchase Agreements to purchase additional capital stock of Godfrey (China) Limited (“Godfrey”), the Company’s 25%-owned Hong Kong subsidiary engaged in the development of the production facility in Guangzhou, China. On June 21, 2013, upon closing of the transactions under the Securities Purchase Agreements, the Company increased its ownership of Godfrey from 25% to 55%.

~~Business~~Effective ~~Overview~~January 27, 2017, we completed a change of domicile to Wyoming from Nevada by means of a merger of Trans-Pacific Aerospace Company Inc., a Nevada corporation with and into the Company’s wholly-owned subsidiary, Trans-Pacific Aerospace Company, Inc., a Wyoming corporation.

~~The~~Business Company’s aircraft component business commenced on February 1, 2010. To date, its operations have focused on product design and engineering. The Company has recently commenced commercial manufacture or sales of its products.Overview

The Company’s ~~designs,~~aircraft ~~manufactures~~component ~~and~~business ~~sells~~commenced ~~aerospace~~on ~~quality~~February ~~component~~1, ~~parts~~2010. ~~for~~To ~~commercial and military aircraft~~date, ~~space~~its ~~vehicles,~~operations ~~power plants and surface and undersea vessels. These parts~~ have ~~applications~~focused inon ~~both~~product ~~newly~~design ~~constructed platforms~~ and ~~as spares for existing platforms~~engineering. The Company’s ~~initial~~has recently ~~products~~commenced ~~are~~commercial ~~self-lubricating~~manufacture ~~spherical~~or ~~bearings~~sales ~~that~~of ~~help~~its ~~with~~products ~~several~~and ~~flight-critical~~is ~~tasks, including~~continuing ~~aircraft~~to ~~flight~~develop ~~controls~~its ~~and~~commercial ~~landing gear~~market.

~~Going~~The ~~Concern~~Company designs, manufactures and sells aerospace quality component parts for commercial and military aircraft, space vehicles, power plants and surface and undersea vessels. These parts have applications in both newly constructed platforms and as spares for existing platforms. The Company’s initial products are self-lubricating spherical bearings that help with several flight-critical tasks, including aircraft flight controls and landing gear.

The Company's financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America, and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company incurred a net loss from operations of $2,681,864 during the nine months ended July 31, 2016, and an accumulated deficit of $23,402,037 at July 31, 2016. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease development of operations.7

~~Management’s~~Going plans to continue as a going concern include raising additional capital through sales of common stock and/or a debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.Concern

The Company's ~~anticipates~~financial ~~that~~statements ~~losses~~are ~~will~~prepared ~~continue~~using ~~until~~the ~~such~~accrual ~~time~~method of accounting in accordance with accounting principles generally accepted in the United States of America, and ifhave ~~ever~~been prepared on a going concern basis, ~~that~~which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company isincurred ~~able~~a tonet ~~generate~~loss ~~sufficient~~from operations of $226,241 during the three months ended January 31, 2017, and an accumulated deficit of $25,551,677 at January 31, 2017. The Company has not yet established an ongoing source of revenues sufficient to ~~support~~cover its ~~operations~~operating costs and to allow it to continue as a going concern. The ~~accompanying~~ability of the Company ~~financial~~to ~~statements~~continue doas ~~not~~a ~~include~~going ~~any~~concern ~~adjustments~~is ~~that~~dependent ~~might~~on bethe ~~necessary~~Company ifobtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to ~~continue~~obtain asadequate acapital, ~~going~~it ~~concern~~could be forced to cease development of operations.

~~F-5~~Management’s plans to continue as a going concern include raising additional capital through sales of common stock and/or a debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

~~NOTE~~The 2Company -anticipates ~~SUMMARY~~that OFlosses ~~SIGNIFICANT~~will ~~ACCOUNTING~~continue ~~POLICIES~~until such time, if ever, that the Company is able to generate sufficient revenues to support its operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

~~Basis~~NOTE of2 ~~Presentation~~- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~The~~Basis ~~Company maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United States~~ of ~~America~~Presentation ~~(“U.S. GAAP”).~~

The ~~accompanying~~Company ~~unaudited~~maintains ~~consolidated financial~~its ~~statements~~accounting ~~have~~records on ~~been~~an ~~prepared~~accrual basis in accordance with ~~accounting principles~~ generally accepted accounting principles in the United States of America (“U.S.~~) for~~ ~~interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC~~GAAP”) and reflect all adjustments, consisting of normal recurring adjustments and other adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company, for the respective periods presented. The results of operations for an interim period are not necessarily indicative of the results that may be expected for any other interim period or the year as a whole. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the year ended October 31, 2015, filed with the SEC on February 16, 2016.

~~Consolidation~~The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S.) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”) and reflect all adjustments, consisting of normal recurring adjustments and other adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company, for the respective periods presented. The results of operations for an interim period are not necessarily indicative of the results that may be expected for any other interim period or the year as a whole. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the year ended October 31, 2016, filed with the SEC on February 28, 2017.

Accounting policies used by the Company and the Company’s subsidiaries conform to US GAAP. Significant policies are discussed below. The Company’s consolidated accounts include the Company’s accounts and the accounts of the Company’s subsidiaries of which we own a 50% interest or greater.Consolidation

~~These~~Accounting ~~consolidated~~policies ~~financial~~used ~~statements~~by ~~include~~ the ~~accounts~~Company ofand the ~~parent~~Company’s ~~company~~subsidiaries ~~Trans-Pacific~~conform ~~Aerospace~~to ~~Company,~~US ~~Inc~~GAAP., Significant policies are discussed below. The Company’s consolidated accounts include the Company’s accounts and the ~~majority~~accounts ~~owned~~of ~~subsidiary: Godfrey.~~the ~~All~~Company’s ~~intercompany~~subsidiaries ~~transactions~~of ~~have~~which ~~been~~we ~~eliminated~~own a 50% interest or greater.

~~Non~~These consolidated financial statements include the accounts of the parent company Trans-~~controlling~~Pacific Aerospace Company, Inc., and the majority owned subsidiary: ~~interests~~Godfrey. All intercompany transactions have been eliminated.

~~The Company accounts for changes in our~~ Non-controlling ~~interests of subsidiaries according to Accounting Codification Standards 810~~ ~~– Consolidations (“ASC 810”). ASC 810 requires that the Company record such changes as equity transactions, recording no gain or loss on such a sale.~~interests

The Company’s ~~non-controlling~~accounts ~~interest~~for ~~arises~~changes ~~from~~in ~~the~~our ~~purchase~~controlling interests of ~~equity~~subsidiaries inaccording ~~Godfrey.~~to ItAccounting ~~represents~~Codification ~~the~~Standards ~~portion~~810 – ofConsolidations ~~Godfrey~~(“ASC ~~that is not owned~~810”). ASC 810 requires that the Company ~~account~~record ~~for~~such ~~the~~changes ~~equity~~as ~~and income or loss on that operation separately from the Company’s other activities. In the~~ equity ~~section of the Consolidated Balance Sheet, the Company presents the portion of the negative equity~~ ~~attributable to non-controlling interests in Godfrey. In the Consolidated Statement of Operations~~transactions, ~~the~~recording ~~Company~~no ~~presents~~gain ~~the~~or ~~portion of current period net~~ loss inon ~~Godfrey~~such ~~attributable~~a ~~to non-controlling interests~~sale.

~~Use of Estimates~~8

The ~~preparation~~Company’s non-controlling ofinterest arises from the ~~financial~~purchase ~~statements~~ of equity in ~~conformity~~Godfrey. ~~with~~It ~~accounting~~represents ~~principles~~the ~~generally~~portion ~~accepted~~of inGodfrey ~~the~~that ~~United~~is ~~States~~not owned. ASC 810 requires ~~management~~that tothe ~~make~~Company ~~estimates~~account for the equity and ~~assumptions~~ income or loss on that ~~affect~~operation ~~the~~separately ~~reported~~from ~~amounts~~the ofCompany’s other ~~assets~~activities. ~~and~~In ~~liabilities,~~the ~~and~~equity ~~disclosure~~section of ~~contingent~~the ~~liabilities~~Consolidated atBalance Sheet, the ~~date~~Company presents the portion of the ~~financial~~negative equity ~~statements~~attributable ~~and~~to non-controlling interests in Godfrey. In the ~~reported~~Consolidated ~~amounts~~Statement of ~~expenses~~Operations, ~~during~~the Company presents the ~~reporting~~portion of current period. ~~Actual~~net ~~results~~loss ~~could~~in ~~differ~~Godfrey ~~from~~attributable ~~those~~to ~~estimates~~non-controlling interests.

~~Cash~~Use ~~and~~of ~~Cash Equivalents~~Estimates

~~Cash and~~The ~~cash~~preparation ~~equivalents~~of ~~include~~the ~~investments~~financial statements in conformity with ~~initial~~accounting ~~maturities~~principles ofgenerally ~~three~~accepted ~~months~~in orthe ~~less.~~United ~~The~~States ~~Company~~requires ~~maintains~~management ~~its~~to ~~cash~~make ~~balances~~estimates and assumptions atthat ~~credit-worthy~~affect ~~financial~~the ~~institutions~~reported ~~that~~amounts ~~are~~of ~~insured~~assets byand ~~the~~liabilities, ~~Federal~~and ~~Deposit~~disclosure ~~Insurance~~of ~~Corporation~~contingent ~~("FDIC")~~liabilities upat tothe date of the financial ~~$250,000.~~statements ~~There~~and ~~were~~the noreported ~~cash~~amounts ~~equivalents~~of atexpenses ~~July~~during ~~31,~~the ~~2016~~reporting ~~and~~period. ~~October~~Actual ~~31,~~results ~~2015~~could differ from those estimates.

~~Concentration of~~Cash ~~Credit~~and ~~Risk~~Cash Equivalents

~~Financial~~Cash ~~instruments~~ and ~~related~~cash ~~items,~~equivalents ~~which~~include ~~potentially~~investments ~~subject~~with ~~the~~initial ~~Company~~maturities toof ~~concentrations~~three ofmonths ~~credit~~or ~~risk,~~less. ~~are~~The ~~cash~~Company ~~and~~maintains its cash ~~equivalents.~~balances ~~The~~at ~~Company~~credit-worthy ~~places~~financial ~~its~~institutions ~~cash~~that ~~and~~are ~~temporary~~insured ~~cash~~by ~~investments~~the ~~with~~Federal ~~credit~~Deposit ~~quality~~Insurance ~~institutions.~~Corporation At("FDIC") ~~times~~up to $250,000. ~~such~~There ~~investments~~were ~~may~~no ~~be in~~cash ~~excess~~equivalents ofat ~~FDIC~~January ~~insurance~~31, ~~limits~~2017 and October 31, 2016.

~~F-6~~Concentration of Credit Risk

~~Impairment~~Financial instruments and related items, which potentially subject the Company to concentrations of ~~Long-Lived~~credit ~~Assets~~risk, are cash and cash equivalents. The Company places its cash and temporary cash investments with credit quality institutions. At times, such investments may be in excess of FDIC insurance limits.

~~The~~Impairment Company has adopted FASB Accounting Standards Codification (ASC) 360-10, Property, Plant and Equipment FASB ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of ~~an asset may not be recoverable. The Company evaluates its long~~Long-~~lived~~Lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell.Assets

~~Indefinite~~The Company has adopted FASB Accounting Standards Codification (ASC) 360-10, Property, Plant and Equipment FASB ASC 360-10 requires that long-lived ~~Intangible~~assets ~~Assets~~and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell.

~~The Company has an indefinite~~Indefinite-lived ~~intangible asset~~Intangible (goodwill) relating to purchased blueprints, formulas, designs and processes for manufacturing and production of self-lubricated spherical bearings, bushings and rod-end bearings. The indefinite-lived intangible asset is not amortized; rather, it is tested for impairment at least annually by comparing the carrying amount of the asset with the fair value. An impairment loss is recognized if the carrying amount is greater than fair value.Assets

~~Fair~~The ~~Value~~Company has an indefinite-lived intangible asset (goodwill) relating to purchased blueprints, formulas, designs and processes for manufacturing and production of ~~Financial~~self-lubricated spherical ~~Instruments~~bearings, bushings and rod-end bearings. The indefinite-lived intangible asset is not amortized; rather, it is tested for impairment at least annually by comparing the carrying amount of the asset with the fair value. An impairment loss is recognized if the carrying amount is greater than fair value.

The Company adopted FASB ASC 820 on October 1, 2008. Under this FASB, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.9

~~The~~Fair ~~Company~~Value has various financial instruments that must be measured under the new fair value standard including: cash and debt. The Company currently does not have non-financial assets or non-financial liabilities that are required to be measured at fair value on a recurring basis. The Company’s financial assets and liabilities are measured using inputs from the three levels of ~~the~~Financial ~~fair value hierarchy. The three levels are as follows:~~Instruments

~~Level~~The 1Company -adopted ~~Inputs~~FASB ~~are~~ASC ~~unadjusted~~820 on October ~~quoted~~1, ~~prices~~2008. inUnder ~~active~~this ~~markets~~FASB, ~~for~~fair ~~identical~~value ~~assets~~is ordefined ~~liabilities~~as the price that ~~the~~would ~~Company~~be ~~has~~received ~~the~~to ~~ability~~sell an asset or paid to ~~access~~transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the ~~Company’s~~related ~~cash~~disclosures. isUnder ~~based~~GAAP, oncertain ~~quoted~~assets ~~prices~~and liabilities must be measured at fair value, and ~~therefore~~FASB ~~classified~~ASC as820-10-50 details ~~Level~~the 1disclosures that are required for items measured at fair value.

~~Level~~The 2Company -has ~~Inputs~~various ~~include~~financial ~~quoted~~instruments ~~prices~~that ~~for~~must ~~similar~~be ~~assets~~measured ~~and~~under ~~liabilities~~the innew ~~active~~fair ~~markets,~~value ~~quoted~~standard ~~prices~~including: ~~for~~cash ~~identical~~and ordebt. ~~similar~~The ~~assets~~Company orcurrently ~~liabilities~~does innot ~~markets~~have non-financial ~~that~~assets ~~are~~or ~~not~~non-financial ~~active,~~liabilities ~~inputs~~that ~~other~~are ~~than~~required ~~quoted~~to ~~prices~~be ~~that~~measured ~~are~~at ~~observable~~fair ~~for~~value ~~the~~on ~~asset~~a orrecurring ~~liability (e~~basis.~~g.,~~ ~~interest~~The ~~rates,~~Company’s ~~yield~~financial ~~curves,~~assets ~~etc.),~~ and ~~inputs~~liabilities ~~that~~ are ~~derived~~measured ~~principally~~using inputs from orthe ~~corroborated~~three bylevels ~~observable~~of ~~market~~the ~~data~~fair byvalue ~~correlation~~hierarchy. orThe ~~other~~three ~~means (market~~levels ~~corroborated~~are ~~inputs).~~as follows:

Level 31 - ~~Unobservable~~Inputs ~~inputs~~are unadjusted quoted prices ~~that~~in ~~reflect~~active ~~our~~markets ~~assumptions~~for ~~about~~identical ~~the~~assets ~~assumptions~~or liabilities that ~~market~~the ~~participants~~Company ~~would~~has ~~use~~the inability ~~pricing~~to access at the ~~asset~~measurement ordate. ~~liability~~The fair value of the Company’s cash is based on quoted prices and therefore classified as Level 1.

~~Cash~~Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, ~~accounts~~quoted ~~payable~~prices for identical or similar assets or liabilities in markets that are not active, inputs other ~~payables,~~than ~~and~~quoted ~~accrued~~prices ~~expenses reported~~that onare observable for the ~~balance~~asset ~~sheet~~or liability (e.g., interest rates, yield curves, etc.), and inputs that are ~~estimated~~derived byprincipally ~~management~~from toor ~~approximate~~corroborated ~~fair~~by observable market ~~value~~data ~~due~~by tocorrelation ~~their~~or ~~short~~other ~~term~~means ~~nature~~(market corroborated inputs).

FLevel 3 -7 Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

~~The~~Cash, ~~following~~accounts ~~tables~~payable, ~~provide~~other apayables, ~~summary~~and ofaccrued expenses reported on the balance sheet are estimated by management to approximate fair ~~values~~market ~~of assets~~value ~~and~~due ~~liabilities:~~to their short term nature.

Fair Value Measurements at

July 31, 2016

Carrying Value July 31, 2016

Level 1

Level 2

Level 3

Liabilities:

Convertible notes payable – currently in default

260,000

–

260,000

The following tables provide a summary of the fair values of assets and liabilities:

Fair Value Measurements at

October 31, 2015

January 31, 2017

Carrying Value October 31, 2015

Level 1

Level 2

Level 3

Carrying

Value

January 31,

2017

Level 1

Level 2

Level 3

Liabilities:

Convertible notes payable, net

8,333

–

8,333

Convertible notes payable – currently in default

260,000

–

260,000

The Company believes that the market rate of interest as of July 31, 2016 and October 31, 2015 was not materially different to the rate of interest at which the convertible notes payable were issued. Accordingly, the Company believes that the fair value of the convertible notes payable approximated their carrying value at July 31, 2016 and October 31, 2015 due to short term maturity.10

Revenue Recognition

Fair Value Measurements at

October 31, 2016

Carrying

Value

October 31,

2016

Level 1

Level 2

Level 3

Liabilities:

Convertible notes payable – currently in default

260,000

–

260,000

WeThe ~~received~~Company ~~the~~believes ~~initial~~that ~~order~~the ~~for~~market ~~our~~rate ~~spherical~~of ~~bearings~~interest inas ~~December~~of ~~2015.~~January We31, ~~manufactured~~2017 and ~~delivered~~October ~~these~~31, ~~bearings~~2016 inwas ~~March~~not ~~2016.~~materially ~~The~~different ~~Company~~to ~~recognizes~~the ~~revenue~~rate ~~on sales~~ of ~~products~~interest ~~when~~at which the ~~goods~~convertible notes ~~are~~payable ~~delivered~~were ~~and~~issued. ~~title~~Accordingly, to the ~~goods~~Company ~~passes~~believes tothat the ~~customer~~fair ~~provided~~value ~~that:~~of ~~(i) there~~the ~~are~~convertible nonotes ~~uncertainties~~payable approximated ~~regarding~~their ~~customer~~carrying ~~acceptance;~~value ~~(ii) persuasive~~at ~~evidence~~January of31, an2017 ~~arrangement~~and ~~exists;~~October ~~(iii) the~~31, ~~sales~~2016 ~~price~~due isto ~~fixed~~short ~~and determinable;~~term ~~and (iv) collectability is reasonably assured~~maturity.

~~Income~~Revenue ~~Taxes~~Recognition

The Company ~~accounts~~received ~~for~~the ~~income~~initial ~~taxes~~order ~~under~~from ~~standards~~one ~~issued~~customer byfor ~~the~~its ~~FASB.~~spherical ~~Under~~bearings ~~those~~in ~~standards,~~December ~~deferred~~2015. ~~tax~~The ~~assets~~Company manufactured and ~~liabilities~~delivered ~~are~~these ~~recognized~~bearings ~~for~~in ~~future~~March ~~tax benefits~~2016. orThe ~~consequences~~Company ~~attributable~~recognizes torevenue ~~temporary~~on ~~differences~~sales ~~between the financial statement carrying amounts~~ of ~~existing~~products ~~assets~~when ~~and~~the ~~liabilities and~~goods ~~their~~are ~~respective~~delivered ~~tax bases. Deferred tax assets~~ and ~~liabilities~~title ~~are~~to ~~measured~~the ~~using~~goods ~~enacted~~passes ~~tax rates expected~~ to ~~apply~~the ~~to taxable~~customer ~~income~~provided inthat: ~~the~~(i) there ~~years in which those temporary differences~~ are ~~expected~~no touncertainties beregarding ~~recovered~~customer oracceptance; ~~settled.~~(ii) persuasive Aevidence ~~valuation~~of ~~allowance~~an ~~is provided~~arrangement ~~for~~exists; ~~significant~~(iii) the ~~deferred~~sales ~~tax~~price ~~assets when it~~ is ~~more~~fixed ~~likely~~and ~~than~~determinable; ~~not~~and ~~that~~(iv) collectability ~~such~~is ~~assets~~reasonably ~~will not be realized through future operations~~assured.

~~The accounting guidance for uncertainties~~Income in income tax prescribes a comprehensive model for the financial statement recognition, measurement, presentation, and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The Company recognizes a tax benefit from an uncertain tax position in the consolidated financial statements only when it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits and a consideration of the relevant taxing authority’s widely understood administrative practices and precedents.Taxes

~~Equipment~~The Company accounts for income taxes under standards issued by the FASB. Under those standards, deferred tax assets and liabilities are recognized for future tax benefits or consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not that such assets will not be realized through future operations.

~~Equipment~~The isaccounting ~~recorded~~guidance atfor ~~cost~~uncertainties ~~and depreciated~~in ~~using~~income ~~straight~~tax ~~line~~prescribes ~~methods~~a ~~over~~comprehensive ~~the~~model ~~estimated~~for ~~useful~~the ~~lives~~financial ofstatement ~~the~~recognition, ~~related~~measurement, ~~assets.~~presentation, ~~The~~and ~~Company~~disclosure of ~~reviews~~uncertain ~~the~~tax ~~carrying~~positions ~~value~~taken ofor ~~long-term assets~~expected to be ~~held~~taken ~~and~~in ~~used~~income ~~when~~tax ~~events and circumstances warrant such a review~~returns. IfThe ~~the~~Company ~~carrying~~recognizes ~~value of~~ a ~~long-lived~~tax ~~asset~~benefit ~~is considered~~from ~~impaired,~~an ~~a loss is recognized based on the amount by which the carrying value exceeds the fair market value. Fair market~~uncertain ~~value~~tax isposition ~~determined~~in ~~primarily using~~ the ~~anticipated~~consolidated ~~cash~~financial ~~flows~~statements ~~discounted~~only atwhen ait ~~rate commensurate with the risk involved. The cost of normal maintenance and repairs~~ is ~~charged~~more tolikely ~~operations~~than asnot ~~incurred. Major overhaul~~ that ~~extends~~ the ~~useful~~position ~~life~~will ofbe ~~existing~~sustained ~~assets~~upon ~~is capitalized. When equipment is retired or disposed~~examination, ~~the~~including ~~costs~~resolution ~~and~~of any related ~~accumulated~~appeals ~~depreciation are eliminated and the resulting profit~~ or ~~loss~~litigation isprocesses, ~~recognized~~based inon ~~income.~~the Astechnical ofmerits ~~July~~and ~~31,~~a ~~2016, the useful lives~~ consideration of the ~~office~~relevant ~~equipment~~taxing ~~ranged~~authority’s ~~from five~~widely ~~years~~understood toadministrative ~~seven~~practices ~~years~~and precedents.

~~F-8~~No provision for federal income taxes has been recorded due to the net operating loss carry forwards totaling approximately $4,923,456 as of October 31, 2016 that will be offset against future taxable income. The available net operating loss carry forwards of approximately $4,923,456 will expire in various years through 2035. No tax benefit has been reported in the financial statements because the Company believes there is a 50% or greater chance the carry forwards will expire unused.

~~Issuance of Shares for Non-Cash Consideration to Non-Employees~~11

The Company accounts for the issuance of equity instruments to acquire goods and/or services based on the fair value of the goods and services received or the fair value of the equity instrument at the time of issuance, whichever is more readily determinable. The Company's accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of standards issued by the FASB. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor's performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.Equipment

~~Stock~~Equipment is recorded at cost and depreciated using straight line methods over the estimated useful lives of the related assets. The Company reviews the carrying value of long-~~Based~~term ~~Compensation~~assets to be held and used when events and circumstances warrant such a review. If the carrying value of a long-lived asset is considered impaired, a loss is recognized based on the amount by which the carrying value exceeds the fair market value. Fair market value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. The cost of normal maintenance and repairs is charged to operations as incurred. Major overhaul that extends the useful life of existing assets is capitalized. When equipment is retired or disposed, the costs and related accumulated depreciation are eliminated and the resulting profit or loss is recognized in income. As of January 31, 2017, the useful lives of the office equipment ranged from five years to seven years.

~~Stock-based~~Issuance ~~compensation cost to employees is measured by the Company at the grant date, based on the fair value~~ of ~~the~~Shares ~~award,~~for ~~over~~Non-Cash ~~the requisite service period under ASC~~Consideration ~~718. For options issued~~ to ~~employees, the Company recognizes stock compensation costs utilizing the fair value methodology over the related period of benefit.~~Non-Employees

~~Net~~The ~~Loss~~Company ~~Per~~accounts ~~Share~~for the issuance of equity instruments to acquire goods and/or services based on the fair value of the goods and services received or the fair value of the equity instrument at the time of issuance, whichever is more readily determinable. The Company's accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of standards issued by the FASB. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor's performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.

The Company adopted the standard issued by the FASB, which requires presentation of basic earnings or loss per share and diluted earnings or loss per share. Basic income (loss) per share (“Basic EPS”) is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share (“Diluted EPS”) are similarly calculated using the treasury stock method except that the denominator is increased to reflect the potential dilution that would occur if dilutive securities at the end of the applicable period were exercised. There were convertible notes, 4,007 shares of convertible preferred stock, 2,000,000 Series A Warrants, 2,000,000 Series B Warrants and options for 140,666,667 shares outstanding as of July 31, 2016 that are not included in the calculation of Diluted EPS as their impact would be antiStock-~~dilutive.~~Based Compensation

	For the Nine Months Ended July 31,
	2016			2015
Net loss attributable to the Company	$	(2,587,057	)	$	(4,462,523	)
Basic and diluted net loss from operations per share	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding, basic and diluted		3,356,733,681			1,372,910,658

Stock-based compensation cost to employees is measured by the Company at the grant date, based on the fair value of the award, over the requisite service period under ASC 718. For options issued to employees, the Company recognizes stock compensation costs utilizing the fair value methodology over the related period of benefit.

~~Recently~~Net ~~Adopted~~Loss ~~and~~Per ~~Recently Enacted Accounting Pronouncements~~Share

InThe ~~June~~Company ~~2014,~~adopted the ~~FASB~~standard issued ~~ASU~~by the ~~2014-10~~FASB, which requires presentation of basic earnings or loss per share and diluted earnings or loss per share. Basic income ~~Development~~(loss) ~~Stage~~per ~~Entities~~share (~~Topic~~“Basic ~~915~~EPS”): ~~Elimination~~is ofcomputed ~~Certain~~by ~~Financial~~dividing ~~Reporting~~net ~~Requirements.~~income ~~ASU~~(loss) ~~2014-10~~available ~~eliminates~~to common stockholders by the ~~distinction~~weighted ofaverage anumber ~~development~~of ~~stage~~common ~~entity~~shares ~~and~~outstanding ~~certain~~during ~~related~~the ~~disclosure~~period. ~~requirements,~~Diluted ~~including~~earnings ~~the~~per ~~elimination~~share of(“Diluted ~~inception-to-date~~EPS”) ~~information~~are similarly oncalculated using the ~~statements~~treasury ofstock ~~operations,~~method ~~cash~~except ~~flows~~that ~~and~~the ~~stockholders'~~denominator ~~equity.~~is ~~The~~increased ~~amendments~~to inreflect ~~ASU~~the ~~2014-10~~potential ~~will~~dilution bethat ~~effective prospectively~~would ~~for~~occur ~~annual~~if ~~reporting~~dilutive ~~periods~~securities ~~beginning~~at ~~after~~the ~~December~~end ~~15,~~of ~~2014,~~the ~~and~~applicable ~~interim~~period ~~periods~~were ~~within~~exercised. ~~those~~There ~~annual~~were ~~periods~~convertible notes, ~~however~~5,035 ~~early~~shares of ~~adoption~~convertible ispreferred ~~permitted.~~stock, ~~The~~2,000,000 ~~Company~~Series ~~adopted~~A ~~ASU~~Warrants, ~~2014-10~~2,000,000 ~~during~~Series ~~the~~B ~~quarter~~Warrants ~~ended~~and ~~May~~options 31for 240,666,667 ~~2014~~shares outstanding as of January 31, ~~thereby~~2017 nothat ~~longer~~are ~~presenting~~not orincluded ~~disclosing any~~in ~~information~~the ~~required~~calculation byof ~~Topic~~Diluted ~~915~~EPS as their impact would be anti-dilutive.

The Company reviewed all recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC and they did not or are not believed by management to have a material impact on the Company's present or future financial statements.12

In August 2014, the FASB issued the FASB Accounting Standards Update No. 2014-15 “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).

	For the Three Months Ended January 31,
	2017			2016
Net loss attributable to the Company	$	(168,587	)		(312,817	)
Basic and diluted net loss from operations per share	$	(0.00	)		(0.00	)
Weighted average number of common shares outstanding, basic and diluted		4,343,562,255			3,506,900,273

~~F-9~~Recently Adopted and Recently Enacted Accounting Pronouncements

In ~~connection~~June ~~with preparing financial statements for each annual and interim reporting period~~2014, ~~an entity’s management should evaluate whether there are conditions or events, considered in~~ the ~~aggregate,~~FASB ~~that~~issued ~~raise~~ASU ~~substantial doubt about the entity’s ability to continue as a going concern~~2014-10, ~~within~~Development ~~one~~Stage ~~year~~Entities ~~after~~(Topic ~~the~~915): ~~date~~Elimination ~~that~~of ~~the~~Certain ~~financial~~Financial ~~statements~~Reporting ~~are~~Requirements. ~~issued~~ASU ~~(or~~2014-10 ~~within~~eliminates ~~one year after~~ the ~~date that the financial statements~~distinction ~~are~~of ~~available~~a todevelopment bestage ~~issued~~entity ~~when applicable). Management’s evaluation should be based on relevant conditions~~ and ~~events~~certain ~~that are~~related ~~known~~disclosure ~~and~~requirements, ~~reasonably~~including ~~knowable at~~ the ~~date~~elimination ~~that~~of ~~the financial statements are issued (or at the~~ inception-to-date ~~that~~information on the ~~financial~~ statements ~~are~~ ~~available~~of tooperations, becash ~~issued~~flows ~~when~~and ~~applicable)~~stockholders' equity. ~~Substantial~~The ~~doubt~~amendments ~~about~~in anASU ~~entity’s~~2014-10 ~~ability~~will tobe ~~continue~~effective asprospectively for aannual ~~going~~reporting ~~concern~~periods ~~exists when~~beginning ~~relevant~~after ~~conditions~~December ~~and events~~15, ~~considered in the aggregate~~2014, ~~indicate~~and ~~that~~interim itperiods iswithin ~~probable~~those ~~that~~annual ~~the~~periods, ~~entity~~however ~~will be unable to~~early ~~meet~~adoption ~~its~~is ~~obligations~~permitted. asThe ~~they~~Company ~~become~~adopted ~~due~~ASU ~~within~~2014-10 ~~one~~during ~~year~~the ~~after~~quarter ~~the~~ended ~~date~~May ~~that~~31, ~~the~~2014, ~~financial~~thereby ~~statements~~no ~~are~~longer ~~issued~~presenting (or ~~available to~~disclosing beany ~~issued).~~information ~~The~~required ~~term~~by ~~probable is used consistently with its use in~~ Topic ~~450, Contingencies~~915.

~~When~~In ~~management~~August ~~identifies~~2014, ~~conditions~~the orFASB issued ASU 2014-15, ~~events~~Presentation ~~that~~of ~~raise~~Financial ~~substantial~~Statements—Going ~~doubt~~Concern (Subtopic 205-40): Disclosure of Uncertainties about an ~~entity’~~Entity's ~~ability~~ Ability to ~~continue~~Continue as a ~~going~~Going ~~concern,~~Concern. ASU 2014-15 explicitly requires management ~~should~~to ~~consider whether~~evaluate, ~~its~~at ~~plans~~each ~~that~~annual ~~are~~or ~~intended~~interim toreporting ~~mitigate~~period, whether ~~those~~there ~~relevant~~are conditions or events ~~will~~that ~~alleviate~~exist ~~the~~which raise substantial doubt. ~~The~~about ~~mitigating effect~~an ~~of management’~~entity's ~~plans~~ability ~~should~~to becontinue ~~considered~~as ~~only~~a going concern and to ~~the~~provide ~~extent~~related ~~that~~disclosures. ~~(1)~~ASU it2014-15 is ~~probable~~effective ~~that~~for ~~the~~annual ~~plans~~periods ~~will~~ending beafter ~~effectively implemented~~December ~~and~~15, ~~if so~~2016, ~~(2)~~and itannual and isinterim ~~probable~~periods ~~that~~thereafter, ~~the~~with ~~plans~~early ~~will~~adoption ~~mitigate~~permitted. ~~the~~The ~~conditions~~Company oris ~~events~~currently ~~that~~evaluating ~~raise~~the ~~substantial~~impact ~~doubt~~of ~~about~~adopting this ~~the~~new ~~entity’s~~standard ~~ability~~on toits ~~continue~~financial asstatement ~~a going concern~~disclosures.

IfIn ~~conditions~~February, or2015, ~~events~~the ~~raise~~FASB ~~substantial~~issued ASU No. ~~doubt~~2015-02, ~~about~~Consolidation an(Topic ~~entity’s~~810): ~~ability~~Amendments to ~~continue~~the asConsolidation aAnalysis. ~~going~~ASU ~~concern,~~2015-02 ~~but~~provides guidance on the ~~substantial~~consolidation evaluation ~~doubt~~for isreporting ~~alleviated~~organizations asthat aare ~~result~~required ofto ~~consideration~~evaluate whether they should consolidate certain legal entities such ofas ~~management’s~~limited ~~plans~~partnerships, ~~the~~limited ~~entity~~liability ~~should~~corporations, ~~disclose~~and ~~information~~securitization ~~that~~structures ~~enables~~(collateralized ~~users~~debt ofobligations, ~~the~~collateralized loan ~~financial~~obligations, ~~statements~~and tomortgage-backed ~~understand~~security transactions). ASU 2015-02 is effective for periods beginning after December 15, ~~all~~2015. The adoption of ~~the~~ASU ~~following~~2015-02 ~~(or~~is ~~refer~~not expected to ~~similar~~have ~~information~~a ~~disclosed~~material ~~elsewhere~~effect inon the ~~footnotes):~~Company’s consolidated financial statements. Early adoption is permitted.

aIn May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), to supersede nearly all existing revenue recognition guidance under U.S. ~~Principal~~GAAP. ~~conditions~~The core principle of ASU 2014-09 is to recognize revenues when promised goods or ~~events~~services ~~that~~are ~~raised~~transferred ~~substantial~~to ~~doubt~~customers ~~about~~in an amount that reflects the consideration to which an entity’s ~~ability~~is expected to ~~continue~~be asentitled for those goods or services. ASU 2014-09 defines a ~~going~~five step ~~concern~~process ~~(before~~to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing U.S. GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each performance obligation. ASU 2014-09, as deferred one year by ASU 2015-14, is effective for the Company in the first quarter of fiscal ~~management’s~~year ~~plans~~2018 using either of two methods: (a) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09; or (b.) ~~Management’s~~retrospective ~~evaluation~~with the cumulative effect of initially applying ASU 2014-09 recognized at the ~~significance~~date of ~~those~~initial ~~conditions~~application orand ~~events~~providing certain additional disclosures as defined in ~~relation~~ASU 2014-09. ASU 2014-09, as deferred one year by ASU 2015-14, will be effective for annual reporting periods beginning after December 15, 2018 using either of two methods: (a) retrospective to ~~the~~each ~~entity’s~~prior ~~ability~~reporting period presented with the option to ~~meet~~elect ~~its~~certain ~~obligations~~practical expedients c.as ~~Management’s~~defined ~~plans~~within ~~that~~ASU ~~alleviated~~2014-09; ~~substantial~~or ~~doubt~~(b) ~~about~~retrospective with the ~~entity’s~~cumulative ~~ability~~effect toof ~~continue~~initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined in ASU 2014-09. The Company has not yet selected a ~~going~~transition ~~concern~~method and is currently evaluating the impact of the pending adoption of ASU 2014-09 on the consolidated financial statements.

If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration of management’s plans, an entity should include a statement in the footnotes indicating that there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued). Additionally, the entity should disclose information that enables users of the financial statements to understand all of the following:13

aIn November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. ~~Principal~~This ~~conditions~~ASU orsimplifies ~~events~~the ~~that~~presentation ~~raise~~of ~~substantial~~deferred ~~doubt~~income taxes ~~about~~by eliminating the ~~entity’s~~requirement ~~ability~~for entities to ~~continue~~separate asdeferred atax ~~going~~liabilities ~~concern~~and bassets into current and noncurrent amounts in classified balance sheets. ~~Management’s~~Instead, ~~evaluation~~it ofrequires ~~the~~deferred ~~significance~~tax ofassets ~~those~~and ~~conditions~~liabilities orbe ~~events~~classified inas ~~relation~~noncurrent toin the ~~entity’s~~balance sheet. ~~ability~~ASU to2015-17 ~~meet~~is ~~its~~effective ~~obligations~~for cconsolidation financial statements issued for annual periods beginning after December 15, 2016. Early ~~Management’s~~adoption ~~plans~~is ~~that~~permitted, ~~are~~and ~~intended~~this ASU may be applied either prospectively to ~~mitigate~~all ~~the~~deferred ~~conditions~~tax liabilities and assets or ~~events~~retrospectively to ~~that~~all ~~raise~~periods ~~substantial~~presented. ~~doubt~~The ~~about~~Company has not yet selected a transition method and is currently evaluating the ~~entity’s~~impact ~~ability~~of tothe ~~continue~~adoption of asthis astandard ~~going~~on ~~concern~~its consolidated financial statements.

~~The~~In ~~amendments~~March in2016, ~~this~~the ~~Update~~FASB ~~are~~issued ~~effective~~ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The ASU is intended to simplify various aspects of accounting for share-based compensation arrangements, including the ~~annual~~income ~~period~~tax ~~ending~~consequences, ~~after~~classification of ~~December~~awards 15as either equity or liabilities, ~~2016~~and classification on the statement of cash flows. The new guidance requires all excess tax benefits and tax deficiencies related to share-based payments to be recognized in income tax expense, and for ~~annual~~those ~~periods~~excess tax benefits to be recognized regardless of whether it reduces current taxes payable. The ASU also allows an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur. For public companies, these amendments are effective for fiscal years, and interim periods ~~thereafter~~within those fiscal years, beginning after December 15, 2016. ~~Early~~ASU ~~application~~2016-06 will be effective for the Company beginning on January 1, 2018. Different methods of adoption are required for the various amendments and early adoption is permitted, but all of the amendments must be adopted in the same period. The Company is currently evaluating the impact of the adoption of this guidance on its financial condition, results of operations and cash flows.

InOther ~~February,~~recent ~~2015,~~accounting ~~the~~pronouncements ~~FASB~~ issued ~~ASU~~ ~~No.~~by ~~2015-02,~~the ~~Consolidation~~FASB (~~Topic~~including ~~810):~~its ~~Amendments~~Emerging toIssues ~~the~~Task ~~Consolidation~~Force), ~~Analysis. ASU 2015-02 provides guidance on~~ the ~~consolidation evaluation~~American ~~for~~Institute ~~reporting~~of ~~organizations~~Certified ~~that~~Public ~~are required to evaluate whether they should consolidate certain legal entities such as limited partnerships~~Accountants, ~~limited liability corporations,~~ and ~~securitization~~the ~~structures (collateralized debt obligations, collateralized~~United ~~loan~~States ~~obligations,~~Securities and ~~mortgage-backed~~Exchange ~~security~~Commission ~~transactions).~~did ~~ASU~~not ~~2015-02~~or isare ~~effective~~not ~~for~~believed ~~periods~~by ~~beginning~~management ~~after December 15, 2015. The adoption of ASU 2015-02 is not expected~~ to have a material ~~effect~~impact on the Company’s present or future consolidated financial statements. ~~Early adoption is permitted.~~

InNOTE ~~August,~~3 ~~2015,~~– ~~the~~ACCOUNTS FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. The amendments in this Update defer the effective date of ASU No. 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU No. 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period.RECEIVABLE

~~Other~~The ~~recent~~Company ~~accounting~~received ~~pronouncements issued~~the byinitial ~~the~~order ~~FASB~~from one ~~(including~~customer for its ~~Emerging~~spherical ~~Issues~~bearings ~~Task~~in ~~Force),~~December ~~the~~2015. ~~American~~The ~~Institute~~Company ofmanufactured ~~Certified~~and ~~Public~~delivered ~~Accountants,~~these ~~and~~bearings ~~the~~in March 2016. ~~United~~The ~~States~~Company ~~Securities~~recorded sales and ~~Exchange~~accounts ~~Commission~~receivable ~~did~~of ~~not~~$109,140 orand ~~are~~$0 ~~not~~for ~~believed~~cost byof ~~management~~sales due to ~~have~~all arelated ~~material~~costs ~~impact~~and expenses were expensed in prior years. All accounts receivable are due 90 days from the date billed based on the Company’s collection policy ~~present~~and oragreed ~~future~~by ~~consolidated~~the ~~financial~~customer. ~~statements~~As of January 31, 2017 and October 31, 2016, the Company had accounts receivable balance of $0 and $0, net of allowance of bad debts of $109,140, respectively.

F-In May 2016, the Company entered into a Service Level Agreement with a Hong Kong entity pursuant to which it agreed to assist such Hong Kong entity to develop a market for medical, aerospace and other machined products in China and elsewhere. The Company will assist such entity with the manufacture of these products to service these markets. The Company agreed to grant such entity a license to market these products under the TPAC name. This agreement has a term of 10 years and be automatically renewable in annual periods unless terminated earlier. The Company shall be paid $1 million annually for time actually spent performing its duties under this Agreement. Further, the Hong Kong entity agreed to purchase from the Company all raw materials, tooling, machinery and equipment, blueprints, engineering, marketing, operations and management and all other services and supplies. The Company agreed not to solicit any employee or consultant of the Hong Kong entity for a period of 3 years following termination of the Agreement. The Company had not recognized any revenue related to this service level agreement as collectability is not reasonably assured.

~~NOTE 3 – ACCOUNTS RECEIVABLE~~14

~~All~~In ~~accounts~~May ~~receivable~~2016, ~~are~~the ~~due~~Company 90entered ~~days~~into a Licensing ~~from~~and ~~the~~Consulting ~~date~~Services ~~billed~~Agreement ~~based~~with onan ~~the~~Australian ~~Company’s~~entity ~~collection~~pursuant ~~policy~~to ~~and~~which it agreed byto assist such Australian entity to develop a market for aerospace bearings in Australia, Southern Asia (except China), Asia and Africa. The Company will assist such entity with the ~~customer~~manufacture of these products to service these markets. AsThe Company agreed to grant such entity a license to market these products under the name of ~~July~~TPAC ~~31,~~Australia. ~~2016~~This agreement has a term of 1 year and ~~October~~be automatically renewable in annual periods ~~31,~~unless ~~2015,~~terminated earlier. The Company shall be paid $1 million annually for time actually spent performing its duties under this Agreement. The Company agreed not to solicit any employee or consultant of the Australian entity for a period of 3 years following termination of the Agreement. The Company had ~~accounts~~not ~~receivable~~recognized ~~balance~~any ofrevenue ~~$109,140~~related ~~and~~to ~~$0,~~this ~~respectively~~service level agreement as collectability is not reasonably assured.

~~In May 2016, the Company entered into a~~NOTE ~~Service~~4 ~~Level~~– ~~Agreement~~PROPERTY ~~with~~AND a Hong Kong entity pursuant to which it agreed to assist such Hong Kong entity to develop a market for medical, aerospace and other machined products in China and elsewhere. The Company will assist such entity with the manufacture of these products to service these markets. The Company agreed to grant such entity a license to market these products under the TPAC name. This agreement has a term of 10 years and be automatically renewable in annual periods unless terminated earlier. The Company shall be paid $1 million annually for time actually spent performing its duties under this Agreement. Further, the Hong Kong entity agreed to purchase from the Company all raw materials, tooling, machinery and equipment, blueprints, engineering, marketing, operations and management and all other services and supplies. The Company agreed not to solicit any employee or consultant of the Hong Kong entity for a period of 3 years following termination of the Agreement.EQUIPMENT

InAs ~~May~~of ~~2016~~January 31, ~~the~~2017 ~~Company entered into a Licensing~~ and ~~Consulting~~October ~~Services Agreement with an Australian entity pursuant to which it agreed to assist such Australian entity to develop a market for aerospace bearings in Australia~~31, ~~Southern Asia (except China)~~2016, ~~Asia and Africa. The Company will assist~~ ~~such entity with~~ the ~~manufacture of these products to service these markets. The~~ Company ~~agreed~~had tooffice ~~grant~~equipment ~~such~~of ~~entity~~$2,199 aand ~~license to~~2,500, ~~market~~net ~~these products under the name~~ of ~~TPAC~~accumulated ~~Australia.~~depreciation ~~This agreement has a term~~ of 1$6,207 ~~year~~ and be$5,906, ~~automatically renewable in annual periods unless terminated earlier~~respectively. ~~The~~For ~~Company shall be paid $1 million annually for time actually spent performing its~~the ~~duties~~three ~~under~~months ~~this~~ended ~~Agreement.~~January ~~The~~31, ~~Company~~2017 ~~agreed~~and ~~not~~2016, ~~to solicit any employee or consultant of~~ the ~~Australian~~Company ~~entity~~recorded ~~for~~depreciation aexpenses ~~period~~ of 3$301 ~~years~~and ~~following~~$301, ~~termination of the Agreement~~respectively.

~~The~~NOTE ~~Company~~5 ~~will~~- ~~recognize~~RELATED ~~the~~PARTY ~~licensing income from these agreements upon receipt of payments.~~TRANSACTIONS

~~NOTE~~Due to lack of sufficient funding to maintain 4the –Company’s ~~PROPERTY~~operations, ~~AND~~the ~~EQUIPMENT~~Company’s officers and directors loaned money to the Company for short term cash flow needs. As of January 31, 2017 and October 31, 2016, Mr. Peter Liu had payables due to him from Godfrey of $60,000 and $60,000; respectively; The Company had receivables due to (from) HAC amounted to $1,217 and 1,217 at January 31, 2017 and October 31, 2016, respectively.

AsDuring ofthe ~~July~~year ended October 31, 2016, ~~and~~the Company ~~October~~borrowed 31$179,379 ~~2015, the~~from ~~Company~~various ~~had~~shareholders ~~office~~under ~~equipment~~oral ofagreements. ~~$2,801~~This amount bears no interest and 3is due on demand. In addition,~~704,~~ ~~net~~a ofshareholder ~~accumulated~~made ~~depreciation~~repayment of $577,~~605~~186 ~~and~~on ~~$4,702,~~behalf ~~respectively.~~of ~~For~~the Company to pay off the Apollo Note as described in Note 6 ~~nine~~below. ~~months~~The ~~ended~~amount is recorded under related party payable and the amount bears no interest and is due on demand. In July 312016, $43,000 ~~2016~~of ~~and~~the ~~2015~~principal amount was converted to 97,217,391 shares of the Company’s ~~recorded~~common ~~depreciation~~stock. ~~expenses~~As of January 31, 2017 and October 31, 2016, the outstanding balance was $~~903~~211,311 and $~~903~~211,311, respectively.

~~NOTE~~As 5of -January ~~RELATED~~31, ~~PARTY~~2017 ~~TRANSACTIONS~~and October 31, 2016, the total outstanding amount due to related parties was $272,528 and $272,528, respectively. For the amount of $272,528 outstanding as of January 31, 2017 and October 31, 2016, $211,311 was owed to two shareholders as disclosed in Note 7, commitments and contingencies.

~~Due~~During tothe ~~lack~~three ofmonths ~~sufficient~~ended ~~funding~~January to31, ~~maintain~~2017, the Company’s ~~operations~~advanced $20,803 to William McKay, the Company’s ~~officers~~Chief ~~and~~Executive ~~directors~~Officer, ~~loaned~~as ~~money to the Company for~~ short term ~~cash flow needs~~loan. AsThis ofamount ~~July~~bears no ~~31,~~interest ~~2016~~ and ~~October~~is ~~31,~~due ~~2015,~~on Mrdemand. ~~Peter~~As ~~Liu had payables due to him from Godfrey~~ of ~~$60~~January 31,~~000~~ ~~and $60~~2017,~~000;~~ ~~respectively; The~~the ~~Company~~outstanding ~~had~~amount ~~receivables~~was ~~due from HAC amounted to~~ $~~938 and $1~~20,~~025 at July 31, 2016 and October 31, 2015, respectively~~803.

During the ~~nine~~year ~~months~~ ended ~~July~~October 31, 2016, ~~the~~ ~~Company borrowed $171,525 from various shareholders under oral agreements. This amount bears no interest and is due on demand.~~the Inwife ~~addition, a shareholder made repayment~~ of ~~$77,186 on behalf of~~ the Company’s toChief ~~pay~~Executive ~~off~~Officer ~~the~~purchased ~~Apollo~~177 ~~Note~~shares asof ~~described~~its inSeries ~~Note~~A ~~6 below.~~preferred ~~The~~stock ~~amount~~in isconsideration ~~recorded~~of ~~under related party payable and the amount bears no interest and is due on demand. In July 2016,~~ $4392,~~000~~500. As of ~~the~~January ~~principal~~31, ~~amount~~2017, ~~was~~3 ~~converted~~of tothese ~~97,217,391~~ shares ofhad ~~the~~not ~~Company’s~~been ~~common~~issued ~~stock.~~and Aswere ofrecorded ~~July~~as ~~31,~~preferred ~~2016,~~stock ~~the outstanding~~to ~~balance~~be ~~was $205,711~~issued.

AsDuring ofthe ~~July~~year ended October 31, 2016 and the ~~October~~three months ended January 31, ~~2015~~2017, the ~~total~~son ~~outstanding~~of ~~amount~~the ~~due~~Company’s toChief ~~related~~Executive ~~parties~~Officer ~~was~~purchased 778 shares of its Series A preferred stock in consideration of $~~264~~317,~~773~~900. ~~and~~As ~~$58~~of January 31,~~975~~ 2017, ~~respectively~~425 of these shares had not been issued and were recorded as preferred stock to be issued.

~~NOTE~~In 6September –2016, ~~CONVERTIBLE~~the ~~NOTES~~Company ~~PAYABLE~~issued 10,000 shares of its Series A preferred stock to its Chief Executive Officer as a temporary issuance to obtain voting right to make certain board decision at the best interest of the Company. These shares were returned to the Company in December 2016.

As part of the acquisition of HAC, the Company assumed $260,000 of obligations under a convertible note. The convertible note assumed by the Company does not bear interest and became payable on March 12, 2011. The note is convertible into shares of the Company’s common stock at an initial conversion price of $0.25 per share. The conversion price is subject to adjustment for stock splits and combinations; certain dividends and distributions; reclassification, exchange or substitution; reorganization, merger, consolidation or sales of assets. As the convertible note does not bear interest, the Company recorded the present value of the convertible note obligation at $239,667 and accordingly recorded a convertible note payable for $260,000 and a corresponding debt discount of $20,333. Under the effective interest method, the Company accretes the note obligation to the face amount of the convertible note over the remaining term of the note. The discount was fully amortized at March 12, 2011. Debt discount expense totaled $7,452 and $12,880 for the years ended October 31, 2011 and 2010 respectively. The Company performed an evaluation and determined that the anti-dilution clause did not require derivative treatment. On September 16, 2011, the Company entered into an agreement with the note holder to extend the maturity date of the note. Pursuant to the agreement, the entire outstanding amount became fully due and payable on December 31, 2011. The note is now currently in default. For the nine months ended July 31, 2016 and 2015, the Company recorded imputed interest of $13,650 and $13,650, respectively.15

~~F-11~~In December 2016, the Company issued 1,300 shares of its Series B preferred stock to its Chief Executive Officer in consideration of services rendered. These shares are not convertible or redeemable and have a stated value of $10 per share.

~~During~~In ~~the~~December ~~year ended October 31~~2016, ~~2014, we~~the ~~entered~~Company ~~into~~issued ~~Securities~~200 ~~Purchase Agreements with various accredited and sophisticated investors, pursuant to which we sold Convertible~~shares ~~Promissory~~of ~~Notes~~its ~~with~~Series ~~interest~~B ~~rates~~preferred ~~ranging~~stock ~~from 8%~~ to ~~12%,~~a director in ~~the~~consideration ~~original principal amount~~ of ~~$325,000~~services ~~(the “Notes”)~~rendered. ~~The~~ ~~Notes~~These ~~have~~shares ~~maturity~~are ~~date~~not ofconvertible ~~six months~~ or ~~one year from the issuance date~~ redeemable and ~~are~~have ~~convertible into our common stock, at any time after 180 days, at~~ a ~~price~~stated ~~for~~value ~~each share~~ of ~~common~~$10 ~~stock~~per ~~equal to 50% to 60 % of the lowest closing bid price of the common stock as reported on the National Quotation Bureau OTCQB exchange, based on formulas specified in the agreements~~share.

~~The~~In ~~issuances~~September of2016, the ~~Notes~~Company ~~were~~entered ~~exempt~~into ~~from~~a ~~the~~consulting ~~registration~~agreement ~~requirements~~(“Consulting ofAgreement”) ~~the~~with ~~Securities~~Woodward ~~Act~~Global, Ltd. (“WG”), a Nevada corporation owned by Mr. Angus McKay, son of ~~1933~~William R. McKay, asthe ~~amended~~Company’s (Chairman and CEO. Pursuant to the ~~“Securities~~Consulting ~~Act”)~~Agreement, the ~~pursuant~~Company will provide consulting services to ~~Rule 506~~WG for a period of ~~Regulation~~twelve D(12) ~~promulgated~~months ~~thereunder.~~for ~~The~~a ~~purchasers~~total ~~were~~consideration ~~accredited~~of ~~and~~$2,000,000. However, ~~sophisticated~~due ~~investors~~to the uncertainty on collectability, ~~familiar~~the ~~with~~Company ~~our~~will ~~operations~~only record cash received as other income because providing consulting services is not within the normal course of the Company’s business. For the three months ended January 31, 2017, the Company collected and ~~there~~recorded ~~was~~$102,700 noas ~~solicitation~~other income.

~~The~~NOTE ~~Company~~6 ~~analyzed~~– ~~the~~CONVERTIBLE ~~conversion~~NOTES option of the Notes for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the instrument should be classified as liabilities once the conversion option becomes effective after 180 days due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options for the Notes issued. During the year ended October 31, 2014, the Company repaid $112,500 of the principal amount of the Notes.PAYABLE

~~During~~As ~~the~~part ~~six~~of ~~months~~the ~~ended~~acquisition ~~April~~of 30HAC, ~~2015,~~the ~~six~~Company assumed $260,000 of obligations under a convertible note. The convertible note assumed by the ~~above~~Company does not bear interest and became payable on March 12, 2011. The note is convertible ~~notes~~into ~~with~~shares ~~total~~of ~~principal~~the ~~amount~~Company’s common stock at an initial conversion price of $~~212,500~~0.25 ~~reached~~per ~~the~~share. ~~180~~The ~~days~~conversion price is subject to adjustment for stock splits and ~~the~~combinations; certain ~~conversion~~dividends ~~options~~and ~~became~~distributions; reclassification, exchange or substitution; reorganization, merger, consolidation or ~~derivative~~sales ~~liabilities~~of assets. ~~Using~~As the ~~Black-Scholes~~convertible ~~Model~~note does not bear interest, the Company ~~calculated~~recorded the ~~fair~~present value of the ~~conversion~~convertible note ~~options~~obligation at $239,667 and accordingly recorded a convertible note payable for $260,000 and a corresponding debt discount of $20,333. Under the effective interest method, the Company accretes the note obligation to the face amount of the convertible note over the remaining term of the note. The discount was fully amortized at March 12, 2011. Debt discount expense totaled $7,452 and $12,880 for the years ended October 31, 2011 and 2010 respectively. The Company performed an evaluation and determined that the anti-dilution clause did not require derivative ~~liabilities~~treatment. onOn September 16, 2011, the Company ~~180~~entered ~~day~~into an agreement with the note holder to extend the maturity date of the note. Pursuant to the agreement, the entire outstanding amount became fully due and ~~April~~payable 30on December 31, ~~2015~~2011. The ~~change~~note is now currently in ~~fair~~default. ~~value~~For the ~~was~~three months ended January 31, 2017 and 2016, the Company recorded asimputed ~~derivative~~interest ~~expenses~~of $4,550 and $4,550, respectively.

On ~~June~~February 138, ~~2014~~2016, wethe Company entered into a Securities Purchase ~~Agreements~~Agreement with ~~Tangiers~~Crown ~~Investment~~Bridge ~~Group~~Partners, LLC, pursuant to which wethe Company sold aan 108% Convertible Promissory Note, inwith ~~the~~an original principal amount of $5540,000 (the “~~Tangiers~~Crown Bridge Note”). The ~~Tangiers~~principal ~~Note~~amount ~~has~~consists of a consideration of $36,000 plus $4,000 OID. The maturity date ofshall ~~June~~be ~~13,~~12 ~~2015~~months ~~and~~from the issue date. The Crown Bridge Note is convertible anytime into ~~our~~the Company’s common stock, at ~~any~~a ~~time~~price atequal ato 55% multiplied by the lowest trading price ~~for~~on ~~each~~the ~~share~~OTCQB ofor other applicable principal trading market during the 20 trading days prior to the conversion date. If the trading price for the common stock is equal to 60or %lower ofthan ~~the~~$0.003, ~~lowest~~then ~~closing~~an ~~bid~~additional ~~price~~discount of 10% shall be factored into the variable conversion price. However, ~~common~~due ~~stock~~to asmisplacement ~~reported~~of onthe agreement, the ~~National~~Company ~~Quotation~~mistakenly ~~Bureau~~recorded ~~OTCQB~~the ~~exchange,~~cash ~~based~~received onas aother ~~formula~~payables ~~specified~~on inFebruary ~~the~~8, ~~agreement~~2016.

OnUpon ~~November~~discovery 25of the mistake in August, ~~2014~~2016, the weCompany ~~entered~~analyzed ~~into~~the ~~Securities Purchase~~conversion ~~Agreements~~option ~~with~~of ~~Tangiers~~the ~~Investment~~Crown ~~Group~~Bridge ~~LLC,~~Note ~~pursuant~~for toderivative ~~which~~accounting weconsideration ~~sold~~under aASC ~~10%~~815-15 ~~Convertible~~“Derivatives and ~~Promissory~~Hedging” ~~Note,~~and indetermined that the ~~original principal~~instrument ~~amount~~should ofbe ~~$27,500~~classified (as liability on the ~~“Tangiers~~agreement ~~Note~~date ~~2”).~~due ~~The~~to ~~Tangiers~~there ~~Note~~being no 2explicit ~~has~~limit ato ~~maturity~~the ~~date~~number of ~~November~~shares ~~25,~~to ~~2015~~be ~~and is~~delivered ~~convertible~~upon ~~into~~settlement ~~our~~of ~~common~~the ~~stock,~~above atconversion ~~any~~options ~~time~~for atthe aCrown ~~price~~Bridge Note ~~for~~issued. ~~each~~The ~~share~~Company then calculated the fair value of ~~common~~the ~~stock~~conversion ~~equal~~option toand ~~60%~~discount ofon the ~~lowest~~Crown ~~closing~~Bridge Note. For the ~~bid~~year ~~price~~ended ofOctober 31, 2016, the ~~common~~Company ~~stock~~recorded a total of $123,740 as ~~reported~~derivative onexpense ~~the~~and ~~National~~change ~~Quotation~~in ~~Bureau~~fair ~~OTCQB~~value ~~exchange,~~of ~~based~~derivative liabilities onand a ~~formula~~note ~~specified~~discount inof $40,000 for the ~~agreement~~ Crown Bridge Note.

~~The~~In ~~issuance~~August of2016, the ~~Tangiers~~note ~~Note~~holder 2exercised ~~was~~the ~~exempt~~right ~~from~~to ~~the~~fully ~~registration~~convert ~~requirements of~~ the ~~Securities~~principal ~~Act~~amount ~~pursuant~~plus toaccrued ~~Rule~~interest ~~506~~ of ~~Regulation D promulgated thereunder. The purchaser was accredited and sophisticated investors~~$1,650 ~~familiar~~to ~~with our operations~~154,260,850 ~~and~~shares ~~there~~of ~~was~~the noCompany’s ~~solicitation~~common stock.

The Company analyzed the conversion option of the Tangiers Notes for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the instrument should be classified as liabilities due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options for the Tangiers Notes issued. The Company then calculated the fair value of the conversion option and recorded derivative liability on the issuance date and the subsequent period end dates.16

OnFrom ~~November~~December 102016 through January 2017, ~~2014~~the Company issued $9,500 wein ~~entered~~convertible promissory notes. These notes are automatically convertible into ~~Securities~~Series C Preferred Stock ~~Purchase~~at ~~Agreements~~a ~~with~~price ~~Auctus~~of ~~Private~~$500 ~~Equity~~per ~~Funds~~share upon the effective date our reincorporation as a Wyoming corporation, ~~LLC~~which became effective on January 27, ~~pursuant~~2017. toThe ~~which~~terms weof ~~sold~~the anSeries 8%C ~~Convertible~~Preferred ~~Promissory~~Stock ~~Note,~~have inbeen approved by our board of directors and the shares of Series C Preferred ~~original~~Stock ~~principal~~will ~~amount~~be issued upon filing of ~~$40~~Articles of Amendment with the Wyoming Secretary of State designating 100,000 ~~(the~~shares ~~“Auctus~~of ~~Note”)~~our preferred stock as Series C Preferred Stock, which was filed on March 6, 2017. The ~~Auctus~~Series ~~Note~~C ~~has~~Preferred Stock will have a ~~maturity~~stated value ~~date~~of $500 per share. Holders of ~~November~~the ~~10,~~Series ~~2015 and~~C isPreferred ~~convertible~~Stock ~~into~~will ~~our~~not ~~common~~have ~~stock,~~any atpreferential dividend or liquidation rights or any ~~time~~conversion atrights. aHowever, ~~price~~on or after the six-month anniversary after the issuance date for ~~each~~any share of ~~common~~Series ~~stock~~C ~~equal~~Preferred (an “Issuance Date”), each holder of Series C Preferred Stock has the option to 55redeem the Series C Preferred at the Redemption Price which is (i) 125% of the ~~average~~Stated Value for the period beginning on the 6-month anniversary of the Issuance Date and ending 1-day prior to the ~~lowest~~12-month ~~three~~anniversary of the Issuance Date; (3ii) ~~trading~~150% ~~prices~~ of the ~~common~~Stated ~~stock~~Value asfor ~~reported~~the period beginning on the ~~National~~12-month ~~Quotation~~anniversary ~~Bureau~~of ~~OTCQB~~the ~~exchange,~~Issuance ~~based~~Date and ending 1-day prior to the 18-month anniversary of the Issuance Date and (iii) 200% of the Stated Value for the period beginning on athe 18-month anniversary of the Issuance Date and any date thereafter. As ~~formula~~of ~~specified~~January in31, 2017, the ~~agreement~~shares of Series C Preferred Stock had not been issued yet.

~~The~~As ~~issuance~~ of ~~the~~January ~~Auctus~~31, ~~Note~~2017 ~~was~~and ~~exempt from~~October 31, 2016, the ~~registration~~outstanding ~~requirements~~amount of the ~~Securities~~convertible ~~Act~~notes ~~pursuant to Rule 506 of Regulation D promulgated thereunder. The purchaser~~ was ~~accredited~~$9,500 and ~~sophisticated investors~~$0, ~~familiar with our operations, and there was no solicitation~~respectively.

~~The~~NOTE ~~Company~~7 ~~analyzed the conversion option of the Auctus Note for derivative accounting consideration under ASC 815~~-15 ~~“Derivatives~~COMMITMENTS ~~and~~AND Hedging” and determined that the instrument should be classified as liabilities due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options for the Auctus Note issued. The Company then calculated the fair value of the conversion option and recorded derivative liability on the issuance date and the subsequent period end dates.CONTINGENCIES

~~F-12~~Consulting Agreements

OnThe ~~February~~Company ~~23,~~has ~~2015, we~~ entered into ~~Securities~~consulting agreements ~~Purchase~~for ~~Agreements~~services ~~with~~to ~~KBM~~be ~~Worldwide,~~provided ~~Inc., pursuant~~ to ~~which~~the weCompany ~~sold an 8% Convertible Promissory Note,~~ in the ~~original~~ordinary ~~principal amount~~course of ~~$48,000 (the “KBM Note”)~~business. ~~The~~These ~~KBM~~agreements ~~Note~~call ~~has a maturity date of October 9, 2015 and is convertible into our common stock, at any time after 180 days, at a price~~ for ~~each~~expense ~~share of common stock equal to 55 % of the average of the lowest~~reimbursement ~~three~~and ~~(3)~~various ~~trading~~payments ~~prices~~upon ~~during~~performance ~~the ten trading days prior to the conversion date~~ of ~~the common stock as reported on the National Quotation Bureau OTCQB exchange, based on a formula specified in the agreement~~services.

~~The~~On ~~issuance~~February of1, 2016, the ~~KBM~~Company ~~Note~~entered ~~was exempt~~into ~~from~~a ~~the~~consulting ~~registration~~service ~~requirements~~agreement with Mr. Nicholas Nguyen for a period of 24 months. Upon execution of this agreement, the ~~Securities~~Company shall ~~Act~~issue ~~pursuant~~total toof ~~Rule~~100 ~~506~~shares of ~~Regulation~~its Dconvertible ~~promulgated~~preferred ~~thereunder~~stock as compensation for Mr. ~~The~~Nguyen’s ~~purchaser~~services. All shares ~~was~~were ~~accredited~~fully vested at grant date and ~~sophisticated~~consulting ~~investors~~expense of $600,000 ~~familiar~~was ~~with~~recorded ~~our~~for ~~operations~~the year ended October 31, 2016. As of January 31, 2017, the shares had not been issued and ~~there~~the ~~was~~Company norecorded ~~solicitation~~accrued expense of $600,000.

~~The~~On ~~Company~~February ~~analyzed~~22, 2016, the ~~conversion~~Company ~~option~~entered into ofan ~~the~~agreement ~~KBM~~with ~~Note~~Ms. ~~for~~Lixin ~~derivative~~Chen ~~accounting~~to ~~consideration~~perform ~~under~~marketing ~~ASC~~and ~~815-15~~operation ~~“Derivatives~~consulting ~~and~~services ~~Hedging”~~for ~~and~~the ~~determined~~year ~~that the~~ended ~~instrument~~December ~~should~~31, be2016. ~~classified~~Upon execution asof ~~liabilities~~this ~~once~~agreement, the ~~conversion~~Company ~~option~~shall ~~becomes~~issue ~~effective~~total ~~after~~of ~~180~~300 ~~days~~shares ~~due~~of toits ~~there~~convertible ~~being no~~preferred ~~explicit~~stock ~~limit~~as tocompensation ~~the~~for Ms. ~~number~~Chen’s ofservices. All shares towere befully ~~delivered~~vested ~~upon~~at ~~settlement~~grant ofdate. The Company issued the ~~above~~shares ~~conversion~~in ~~options~~May and recorded $1,260,000 as consulting fee for the ~~Notes~~year ~~issued~~ended October 31, 2016.

InOn ~~March~~July ~~and~~23, ~~April 2015~~2016, wethe Company entered into a ~~Securities~~business ~~Purchase~~consultant ~~Agreements~~agreement with ~~various~~Global ~~accredited~~Savings ~~and~~Organization ~~sophisticated investors,~~ pursuant to which weGSO ~~sold~~agreed ~~8% Convertible~~to ~~Promissory~~provide ~~Notes,~~business incampaign consulting services for the ~~original~~Company’s ~~principal~~products ~~amount~~for a six-month period. In consideration of ~~$45~~GSO services, the Company agreed to issue GSO 1,000 (shares of its series A preferred stock, of which 200 shares were to be issued upon execution of the ~~“New~~agreement ~~Note”)~~and 200 shares issued in each of the successive four months. The ~~New~~Company ~~Notes~~issued ~~have maturity~~all ~~dates~~the ofshares ~~June~~during 12the ~~and~~quarter ended October 2431, ~~2015~~ 2016 and ~~are~~recorded ~~convertible~~a ~~into~~consulting ~~our~~fee ~~common~~of ~~stock~~$700,000 atin ~~any~~the ~~time~~year atended aOctober ~~price~~31, ~~for~~2016. ~~each~~Further on November 29, 2016, the Company signed ~~share~~an ofaddendum ~~common~~agreement ~~stock~~with ~~equal~~GSO to 55extend %the orservice ~~60%~~term offor an additional one month from the ~~lowest~~original ~~closing~~agreement ~~price~~date. Upon execution of the ~~common~~addendum ~~stock~~agreement, asthe ~~reported~~Company onissued ~~the~~200 ~~National Quotation~~shares ~~Bureau~~of ~~OTCQB~~its ~~exchange,~~Series ~~based~~A onConvertible aPreferred ~~formula~~Stock ~~specified~~to inGSO and recorded $120,000 as consulting fee for the ~~agreements~~three months ended January 31, 2017.

The issuances of the New Notes were exempt from the registration requirements of the Securities Act pursuant to Rule 506 of Regulation D promulgated thereunder. The purchasers were accredited and sophisticated investors, familiar with our operations, and there was no solicitation.17

~~The~~Employment Company analyzed the conversion option of the New Notes for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the instrument should be classified as liabilities due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options for the New Notes issued. The Company then calculated the fair value of the conversion option and recorded derivative liability on the issuance date and the subsequent period end dates.Agreements

InOn ~~September~~February ~~2015~~1, 2010, the Company entered into an aEmployment ~~Securities Purchase~~ Agreement with ~~Apollo~~William ~~Capital~~McKay. ~~Corp,~~Under ~~pursuant~~the toagreement, ~~which~~Mr. weMcKay ~~sold~~will receive a ~~12%~~base ~~Convertible~~salary ~~Promissory~~of ~~Note~~$180,000, inplus an initial ~~the~~bonus ~~original~~of ~~principal~~1,200,000 ~~amount~~shares of ~~$50~~the Company’s common stock (to be issued in 300,000 ~~(the~~share ~~“Apollo~~blocks ~~Note”~~on a quarterly basis). The shares ~~Apollo~~were ~~Note~~valued ~~has~~based ~~maturity~~on ~~date~~the ofclosing ~~March~~stock ~~29,~~price ~~2016~~on ~~and are~~the ~~convertible~~date ~~into~~of ~~our~~the ~~common~~agreement. ~~stock,~~The atinitial ~~any~~term ~~time~~of ~~after~~the ~~180~~Employment ~~days~~Agreement expired on January 31, at2011 aand ~~price~~automatically renewed for ~~each~~an ~~share~~additional ofone-year ~~common~~term. ~~stock~~The ~~equal~~agreement toended ~~40%~~January of31, ~~the~~2013 and ~~lowest~~Mr. ~~closing~~McKay ~~price~~agreed ofto ~~the~~continue ~~common~~serve ~~stock~~ as ~~reported~~the onCompany’s ~~the~~CEO ~~National~~without ~~Quotation~~base ~~Bureau~~salary. ~~OTCQB~~As ~~exchange~~of January 31, ~~based~~2017 onand aOctober ~~formula~~31, ~~specified~~2016, in the ~~agreements~~total accrued salaries owed to Mr. McKay were $0.

~~The~~Lease issuance of the Apollo Note was exempt from the registration requirements of the Securities Act pursuant to Rule 506 of Regulation D promulgated thereunder. The purchaser was accredited and sophisticated investors, familiar with our operations, and there was no solicitation.Agreement

~~The~~In ~~Company~~October ~~analyzed~~2010, the ~~conversion~~Company ~~option of~~entered ~~the~~into ~~Apollo~~a lease ~~Note~~of ~~for~~its ~~derivative~~administrative ~~accounting~~offices. ~~consideration~~The ~~under~~lease ~~ASC~~expired ~~815-15~~November ~~“Derivatives~~30, ~~and~~2012 ~~Hedging”~~ and ~~determined that~~currently ~~the~~calls ~~instrument~~for ~~should~~monthly berental ~~classified~~payments asof ~~liability once the conversion option becomes effective after 180 days due to there~~$970 ~~being~~pursuant ~~no explicit limit~~ to ~~the number of shares to be delivered upon settlement of the above conversion options for the Notes issued. On February 12, 2016,~~ a ~~shareholder~~month ~~made repayment of $77,186 on behalf of the Company~~ to ~~pay~~month ~~off the Apollo Note~~agreement.

~~During~~The ~~the~~Company ~~years~~leases ~~ended~~a ~~October~~facility ~~31,~~in ~~2015~~Dongguan, China under a 12-year lease. This facility has approximately 5,000 square feet. The rental rate is approximately $~~382~~1,~~077~~565 ofmonthly. The Company leases an apartment in the ~~convertible~~Nancheng ~~notes~~District ~~was~~of ~~converted~~Dongguan. toThe 3apartment is approximately 1,~~737~~700 square feet. The lease rate is approximately $760 monthly,~~696,430~~ ~~shares~~including ofall ~~the~~utilities and management fees. The apartment lease is renewed through January 31, 2019. The Company’s commitment ~~common~~for ~~stock.~~minimum lease payment under these operating leases as of January 31, 2017 for the next five years is as follows:

For the nine months ended July 31, 2016 and 2015, the Company recorded derivative expense of $0 and $55,062, respectively. As of July 31, 2016 and October 31, 2015, the derivative liability was fully converted or paid off.

Year	Minimum lease payment

2018	$	27,900
2019		27,900
2020		18,780
2021		18,780
2022 and after		126,765
Total	$	220,125

AsPayables ofto ~~July~~Related ~~31, 2016 and October 31, 2015, the outstanding amount of the convertible notes were $0 and $8,333, net of discount of $0 and $41,667, respectively.~~Parties

~~F-13~~During the year ended October 31, 2016, two shareholders loaned cash of $211,311 to the Company. As of the date of this report, the Company is still working with these shareholders on the terms of the loan. There are currently no claims against the Company on the outstanding amount of $211,311.

NOTE 78 -– ~~COMMITMENTS~~CAPITAL ~~AND~~STOCK ~~CONTINGENCIES~~TRANSACTIONS

~~Consulting~~Preferred ~~Agreements~~ Stock

~~The~~Effective ~~Company~~January ~~has~~27, ~~entered~~2017, ~~into~~the ~~consulting~~Company completed ~~agreements~~a ~~for~~change ~~services~~of todomicile be(the ~~provided~~“Reincorporation”) to ~~the~~Wyoming ~~Company~~from inNevada ~~the~~by ~~ordinary~~means ~~course~~of a merger of ~~business.~~Trans-Pacific ~~These~~Aerospace Company ~~agreements~~Inc., ~~call~~a ~~for~~Nevada ~~expense~~corporation ~~reimbursement~~ with and ~~various~~into ~~payments~~the ~~upon~~Company’s ~~performance~~wholly-owned ofsubsidiary, ~~services~~Trans-Pacific Aerospace Company, Inc., a Wyoming corporation.

On February 1, 2016, the Company entered into a consulting service agreement with Mr. Nicholas Nguyen for a period of 24 months. Upon execution of this agreement, the Company shall issue total of 100 shares of its convertible preferred stock as compensation for Mr. Nguyen’s services. As of July 31, 2016, the shares had not been issued and the Company recorded accrued expense of $150,000.18

OnThe ~~February 22, 2016, the~~ Company ~~entered into~~is anauthorized ~~agreement~~to ~~with~~issue ~~Ms.~~up ~~Lixin Chen~~ to ~~perform marketing and operation consulting services for the year ended December 31~~5, ~~2016. Upon execution of this agreement~~000, ~~the Company shall issue total of 300~~ 000 shares of its ~~convertible~~$0.001 preferred stock asand ~~compensation for~~has ~~Ms.~~designated ~~Chen’s~~20,000 ~~services.~~as ~~The~~Series ~~Company~~A ~~issued~~Convertible ~~the~~Preferred ~~shares~~Stock ~~in May~~ and ~~recorded $~~1,~~260,000~~500 asSeries ~~consulting~~B ~~fee for nine months ended~~Preferred ~~July~~Stock ~~31,~~as ~~2016.~~described below:

~~Employment~~Series ~~Agreements~~A Convertible Preferred Stock

OnSeries ~~February~~A 1,Convertible ~~2010,~~Preferred ~~the~~Stock ~~Company~~has ~~entered into an Employment Agreement with William McKay. Under~~ the ~~agreement, Mr. McKay will receive a base salary of $180,000, plus an~~ ~~initial~~following bonus of 1,200,000 shares of the Company’s common stock (to be issued in 300,000 share blocks on a quarterly basis). The shares were valued based on the closing stock price on the date of the agreement. The initial term of the Employment Agreement expired on January 31, 2011 and automatically renewed for an additional one-year term. The agreement ended January 31, 2013 and Mr. McKay agreed to continue serve as the Company’s CEO without base salary. As of July 31, 2016 and October 31, 2015, the total accrued salaries owed to Mr. McKay were $0.characteristics:

~~Lease~~i. ~~Agreement~~Each share of Series A Convertible Preferred Stock would be convertible into 1,000,000 shares of Common Stock at the shareholders’ option, subject to restrictions regarding timing, volume and common share availability.

ii. In ~~October~~shareholder ~~2010~~votes, ~~the~~each ~~Company~~share ~~entered into a lease~~ of ~~its~~Series ~~administrative~~A ~~offices.~~Convertible ~~The~~Preferred ~~lease~~Stock ~~expired~~would ~~November~~have ~~30,~~voting ~~2012~~power ~~and~~equal ~~currently~~to ~~calls~~1,000,000 ~~for~~shares ~~monthly rental payments~~ of ~~$970 pursuant~~Common ~~to a month to month agreement~~Stock.

~~NOTE~~During 8the –year ~~CAPITAL~~ended ~~STOCK~~October ~~TRANSACTIONS~~31, 2016, 692,943,784 shares of common stock were retired and converted to 694 shares of Series A Convertible Preferred Stock and 984 shares of Series A Convertible Preferred Stock were converted to 984,000,000 shares of common stock. In addition, the Company issued 11,664 shares of its Series A Convertible Preferred Stock to its employee and consultants for services rendered. These shares were valued at $2,762,798 based on closing price of the underlying common stock if converted.

During the year ended October 31, 2016, 8 shares of Series A Convertible Preferred Stock were retired and cancelled.

~~The~~In February 2016, the Company isissued ~~authorized~~220 toshares of ~~issue~~its upSeries A Convertible Preferred Stock to 5 an accredited investor in lieu of 220,000,000 shares of ~~its~~common ~~$0.001~~stock ~~preferred~~sold ~~stock~~in June 2015.

InDuring ~~June~~the ~~2015~~year ended October 31, ~~the~~2016, the Company ~~designated~~sold 20586 shares of its Series A Convertible Preferred Stock for $312,~~000~~ 001. As of ~~the~~October ~~authorized~~31, ~~preferred~~2016, ~~stock~~54 asof ~~convertible~~these shares had not been issued and were recorded as preferred stock ~~with~~to be issued. 581 shares of the ~~following~~shares ~~characteristics:~~sold were to two related parties. See Note 5 above for details.

~~i. Each share~~In ofSeptember ~~Preferred~~2016, ~~Stock~~the ~~would~~Company beissued ~~convertible into 1~~10,000~~,000~~ shares of ~~Common~~its ~~Stock~~Series atA ~~the~~Convertible Preferred Stock ~~holders’~~to ~~option, subject~~its Chief Executive Officer as a temporary issuance to ~~restrictions~~obtain ~~regarding~~voting ~~timing,~~right. These ~~volume~~shares ~~and~~were ~~common~~returned ~~share~~to ~~availability~~the Company in December 2016.

~~ii. In shareholder~~On ~~votes~~December 1, ~~each~~2016, ~~share~~the Company issued 200 shares of its Series A Convertible Preferred Stock ~~would~~to ~~have~~an ~~voting~~consultant ~~power~~for ~~equal~~service torendered. 1These shares were valued at $120,000~~,000~~ based ~~shares~~on closing price of ~~Common~~the ~~Stock~~underlying common stock if converted.

During the ~~year~~three months ended ~~October~~January 31, ~~2015,~~ ~~759~~2017,~~817,144~~ the Company sold 390 shares of ~~common~~its ~~stock~~Series ~~were~~A ~~retired~~Convertible ~~and~~Preferred ~~converted~~Stock tofor ~~767~~$106,900. ~~shares~~As of ~~convertible~~January ~~preferred~~31, ~~stock. In addition~~2017, ~~the~~374 ~~Company~~of ~~issued~~these ~~1,203~~ shares ofhad ~~convertible~~not ~~preferred~~been ~~stock~~issued toand ~~its~~were ~~employee~~recorded ~~and~~as ~~consultants~~preferred ~~for~~stock ~~services~~to ~~rendered~~be issued. ~~These~~374 shares ~~were~~of ~~value at~~the ~~$645,000~~shares ~~based~~sold onwere ~~closing~~to ~~price~~a related ofparty. ~~the~~See ~~underlying~~Note ~~common~~5 ~~stock~~above iffor ~~converted~~details.

InDuring ~~June~~the ~~2015~~three months ended January 31, 2017, the ~~company~~Company ~~entered~~issued ~~into various~~20 ~~purchase~~million ~~agreements~~shares ~~with~~of ~~accredited~~its ~~investors~~common ~~for~~stock ~~the~~in ~~sale~~exchange for retirement of ~~220~~55 shares of its ~~convertible~~Series ~~preferred~~A ~~stock~~Convertible atPreferred Stock aupon ~~price~~ execution of ~~$100~~a ~~per~~settlement ~~share.~~agreement ~~Total~~with ~~cash~~a ~~proceeds~~consultant. ~~from~~In ~~the~~addition, ~~sale~~189 shares of ~~stock~~Series ~~were~~A ~~$22,000~~Convertible ~~which~~Preferred ~~was~~Stock were ~~recorded~~converted asto ~~stock~~189 tomillion beshares ~~issued~~of common stock.

~~During~~At ~~the~~January ~~year ended October~~ 31, ~~2015, the~~2017 ~~company~~and entered into various purchase agreements with an accredited investor for the sale of 478,000,000 shares of its common stock at a price ranged from $0.00035 to $0.0012 per share. Total cash proceeds from the sale of stock during the year ended October ~~31,~~ ~~2015, was $510,000. As of October~~ 31, ~~2015~~2016, ~~the~~there were ~~Company issued 228~~5,~~000,000~~035 ~~shares of common stock~~ and ~~250 shares of preferred stock in lieu of 250~~15,~~000,000~~063 shares of ~~common~~Series ~~stock.~~A InConvertible ~~connection~~Preferred ~~with~~Stock ~~these stock purchase agreements, the Company~~ issued ~~57,019,761 shares of common stock~~ and ~~725 shares of preferred stock in lieu of finders’ fees~~outstanding, ~~which represents stock offering costs~~respectively. ~~Finders’ fees are treated as a reduction in paid in capital per current accounting guidance.~~

~~F-14~~19

~~During~~Series ~~the~~B ~~nine~~Preferred months ended July 31, 2016, 692,943,784 shares of common stock were retired and converted to 694 shares of convertible preferred stock and 513 shares of preferred stock were converted to 513,000,000 shares of common stock. In addition, the Company issued 664 shares of convertible preferred stock to its employee and consultants for services rendered. These shares were value at $2,062,798 based on closing price of the underlying common stock if converted.Stock

~~During~~i. ~~the~~Shareholders ~~nine~~of ~~months~~Series ~~ended~~B ~~July~~Preferred ~~31,~~Stock ~~2016, 8~~has ~~shares~~no ofdividend ~~preferred~~rights, ~~stock~~liquidation ~~were~~rights, ~~retired~~conversion ~~and~~rights, ~~cancelled~~or redemption rights.

ii. In ~~February~~shareholder ~~2016~~votes, ~~the~~each ~~Company~~share ~~issued 220 shares~~ of ~~preferred~~Series ~~stock~~B toPreferred anStock ~~accredited~~would ~~investor~~have invoting ~~lieu~~power ofequal ~~220~~to 100,000,000 shares of ~~common~~Common ~~stock sold in June 2015~~Stock.

~~During~~In ~~the~~December ~~nine months ended July 31,~~ 2016, the Company ~~sold~~issued ~~414~~ 1,500 shares of its ~~preferred~~Series ~~stock~~B ~~for~~Preferred ~~$238,500.~~Stock Asto ofits ~~July~~Chief ~~31,~~Executive ~~2016,~~Officer ~~409~~and ofa ~~these~~director ~~shares~~in ~~had~~consideration ~~not~~of ~~been~~services ~~issued~~rendered. ~~and~~These shares were recorded asat ~~preferred~~its ~~stock~~stated tovalue beof ~~issued~~$10 per share.

At ~~July~~January 31, ~~2016~~2017 and October 31, ~~2015~~2016, ~~there~~ there were 41,~~007~~500 and ~~2,945~~0 shares of Series B Preferred Stock issued and outstanding, respectively.

Common Stock

~~The~~Following the Reincorporation, as described above, the Company is authorized to issue upan ~~to 4,500,000,000~~unlimited number of shares of its $0.001 common stock.

At ~~July~~January 31, ~~2016~~2017 and October 31, ~~2015~~2016, ~~there~~ there were 34,~~574~~400,~~620~~880,~~085~~936 and 34,~~829~~199,~~346~~880,~~478~~936 shares issued and outstanding, respectively.

Fiscal year ~~2015~~2016:

During the year ended October 31, ~~2015~~2016, ~~the~~ ~~Company issued 387~~692,~~000~~943,~~000~~ 784 shares of common stock ~~for~~were ~~legal~~retired and ~~consulting~~converted ~~services~~to ~~rendered.~~694 ~~The~~shares of convertible preferred stock and 984 shares of preferred stock were ~~valued~~converted atto ~~$425~~984,000 ~~based~~,000 onshares ~~service~~of ~~invoice~~common ~~and~~stock. ~~the~~In ~~closing~~addition, ~~stock~~201,000,000 ~~prices~~shares onowned ~~the~~by ~~dates~~two ofshareholders ~~the~~were ~~stock~~retired ~~grants~~and cancelled.

~~During~~In the ~~year~~Company’s ~~ended~~quarterly ~~October~~report ~~31, 2015,~~on ~~the~~Form ~~Company~~10-Q ~~entered~~for ~~into~~the ~~various~~six ~~purchase~~months ~~agreements~~ended ~~with~~April an30, ~~accredited~~2016 ~~investor~~(the ~~for~~“April 2016 10-Q”) the ~~sale~~Company reported that they issued a total of ~~478~~194,000,000 shares of ~~its~~ common stock atupon aconversion ~~price~~of ~~ranged~~194 ~~from~~shares ~~$0.00035~~of topreferred $0stock.~~0012~~ ~~per~~In ~~share.~~actuality, ~~Total~~the ~~cash~~Company ~~proceeds~~issued ~~from~~an ~~the~~additional 279,000,000 ~~sale~~shares of common stock ~~during~~upon ~~the~~conversion ~~year~~of ~~ended~~279 ~~October 31,~~shares ~~2015, was $510,000. As~~ of ~~October~~preferred 31stock, ~~2015,~~for ~~the~~a ~~Company~~total ~~issued~~issuance ~~228~~of 473,000,000 shares of common stock ~~and~~upon ~~250~~conversion of 473 shares of preferred stock induring ~~lieu~~the ofsix ~~250~~months ended April 30, 2016. 279,000,000 shares of common stock. Inissued ~~connection~~during ~~with~~this ~~these~~six-month ~~stock~~period ~~purchase~~following ~~agreements,~~conversion ~~the~~of ~~Company~~279 ~~issued 57,019,761~~ shares of ~~common~~preferred stock ~~and~~were ~~725~~improperly ~~shares~~allocated and ofdisclosed ~~preferred~~as ~~stock~~shares inissued ~~lieu~~to ofconsultants ~~finders’~~for ~~fees~~services rendered, which ~~represents~~disclosure ~~stock~~has ~~offering~~been ~~costs. Finders’~~updated ~~fees are treated~~ as aset ~~reduction~~forth ~~in paid in capital per current accounting guidance~~below.

During the year ended October 31, ~~2015~~2016, the Company issued 29,000,000 shares of common stock for consulting services rendered. The shares were valued at $81,600 based on the closing stock prices on the dates of the stock grants. In the Company’s ~~also~~April 2016 10-Q, the Company erroneously reported that they issued 3358,~~737~~000,~~696~~000 shares of common stock to consultants for services rendered during the six months ended April 30,~~430~~ 2016. As described above, 279,000,000 of these shares of common stock were actually issued upon conversion of ~~convertible~~279 ~~notes~~shares ~~amounted~~of preferred stock during the six months ended April 30, 2016 and were improperly allocated as shares issued to ~~$382~~consultants for services rendered in the April 2016 10-Q. Further,~~077~~ 50,000,000 shares of common stock previously described in the April 2016 10-Q as shares issued to consultants for services rendered were erroneously issued and have subsequently been cancelled.

~~During~~In ~~the~~January ~~year~~2016, ~~ended~~the ~~October~~Company ~~31,~~offered ~~2015,~~to issue ~~759~~5,~~817~~000,~~144~~000 shares of its common stock upon appointment of a member of board of directors. The shares were ~~retired~~valued ~~and~~at ~~converted~~$0.0039 toper shares ~~767~~at date of start. As of January 31, 2017, these shares had not been issued and the total amount of ~~convertible~~$19,500 ~~preferred~~was recorded as common stock to be issued.

~~Fiscal year 2016:~~20

During the ~~nine~~year ~~months~~ ended ~~July~~October 31, 2016, the ~~692~~Company issued 251,~~943~~478,~~784~~242 shares of common stock ~~were~~in ~~retired~~consideration ~~and~~of ~~converted~~cancellation toof ~~694~~$86,371 ~~shares~~ of ~~convertible~~accrued ~~preferred~~interest ~~stock~~ and ~~513~~unpaid ~~shares of preferred~~loan ~~stock~~and ~~were converted to 513,000,000 shares of common stock~~payables. InThe ~~addition,~~Company ~~201,000,000~~did ~~shares~~not ~~owned~~receive byany ~~two~~cash ~~shareholders~~proceeds ~~were~~upon ~~retired and~~these ~~cancelled~~issuances.

InThese ~~the~~issuances ~~Company’s~~were ~~quarterly~~exempt ~~report on~~pursuant ~~Form~~to ~~10-Q for the six months ended April 30, 2016~~ Section 4(~~the “April 2016 10-Q”~~a)(2) ~~the Company reported that they issued a total~~ of ~~194,000,000 shares of common stock upon conversion of 194 shares of preferred stock. In actuality,~~ the ~~Company~~Securities issued an additional 279,000,000 shares of common stock upon conversion of 279 shares of preferred stock, for a total issuance of 473,000,000 shares of common stock upon conversion of 473 shares of preferred stock during the six months ended April 30, 2016Act. 279,000,000 shares of common stock issued during this six-month period following conversion of 279 shares of preferred stock were improperly allocated and disclosed as shares issued to consultants for services rendered, which disclosure has been updated as set forth below.

~~F-15~~Fiscal year 2017:

During the ~~nine~~three months ended ~~July~~January 31, ~~2016,~~ 2017, the Company issued ~~29,000,000~~20 million shares of its common stock ~~for~~in ~~consulting~~exchange ~~services~~for ~~rendered.~~retirement ~~The~~of 55 shares ~~were valued at $81,600 based on the closing stock prices on the dates~~ of ~~the~~its ~~stock~~Series ~~grants.~~A InConvertible ~~the Company’s April 2016 10-Q, the~~Preferred ~~Company~~Stock ~~erroneously~~upon ~~reported~~execution ~~that they issued 358,000,000 shares~~ of ~~common~~a ~~stock~~settlement toagreement ~~consultants~~with ~~for~~a ~~services rendered during the six months ended April 30, 2016~~consultant. AsIn ~~described above~~addition, ~~279,000,000~~189 ~~of these~~ shares of ~~common~~Series ~~stock~~A ~~were~~Convertible ~~actually~~Preferred ~~issued~~Stock ~~upon conversion of 279 shares of preferred stock during the six months ended April 30, 2016 and~~ were ~~improperly~~converted ~~allocated as shares issued~~ to ~~consultants~~189 ~~for~~million ~~services rendered in the April 2016 10-Q. Further, 50,000,000~~ shares of common stock ~~previously described in the April 2016 10-Q as shares issued to consultants for services rendered were erroneously issued and have subsequently been cancelled~~.

InThese ~~July~~issuances ~~2016,~~were ~~the~~exempt ~~Company~~pursuant ~~issued~~to Section ~~97,217,391~~4(a)(2) ~~shares~~ of ~~common~~the ~~stock~~Securities ~~in consideration of cancellation of $43,000 of accrued and unpaid payables~~Act. ~~The Company did not receive any cash proceeds upon these issuances.~~

~~These~~Options ~~issuances~~and ~~were exempt pursuant to Section 4(a)(2) of the Securities Act.~~Warrants

~~Options~~A summary of option activity during the three months ended January 31, 2017 and ~~Warrants~~the year ended October 31, 2016 are presented below:

A summary of option activity during the nine months ended July 31, 2016 and the year ended October 31, 2015 are presented below:

January 31, 2017

October 31, 2016

Weighted

average

Number of

exercise

life

Number of

exercise

life

price

(years)

price

(years)

Outstanding at beginning of year

240,666,667

0.01

8.78

140,666,667

0.0146

9.27

Granted

–

100,000,000

0.004

10.00

Exercised

–

Forfeited

–

Cancelled

–

Expired

–

Outstanding at end of period

240,666,667

0.01

8.53

240,666,667

0.01

8.78

Options exercisable at end of period

240,666,667

0.01

8.53

240,666,667

0.01

8.78

July 31, 2016

October 31, 2015

Weighted

average

Number of

exercise

life

Number of

exercise

life

price

(years)

price

(years)

Outstanding at beginning of year

140,666,667

0.0146

9.27

52,666,667

0.08

6.24

Granted

–

138,000,000

0.0146

10.00

Exercised

–

Forfeited

–

50,000,000

0.08

6.24

Cancelled

–

Expired

–

Outstanding at end of period

140,666,667

0.0146

8.77

140,666,667

0.0146

9.27

Options exercisable at end of period

140,666,667

0.0146

8.52

140,666,667

0.0146

9.27

A summary of warrant activity during the three ~~nine~~ months ended ~~July~~January 31, ~~2016~~2017 and the year ended October 31, ~~2015~~2016 are presented below:

July 31, 2016

October 31, 2015

January 31, 2017

October 31, 2016

Weighted

average

exercise

remaining

exercise

remaining

Number

price

contractual

Number

price

contractual

Outstanding

per share

life (years)

Outstanding

per share

life (years)

Outstanding at beginning of year

4,000,000

0.75

54.39

4,000,000

0.75

65.39

Granted

–

Exercised

–

Forfeited

–

Cancelled

–

Expired

–

Outstanding at end of period

4,000,000

0.75

4.6414

4,000,000

0.75

54.39

Warrants exercisable at end of period

–

FIn November 2014, the Company granted options to all board members to purchase a total of 138,000,000 shares at an exercise price of $0.0146 per share of its common stock for service rendered and to replace the old options. These options vests in 4 equal amounts on the grant date, 2/9/2015, 5/9/2015, and 8/9/2015 and are exercisable within 10 years from the dates of vesting. The total estimated value using the Black-16Scholes Model, based on the following variables, was $2,760,000.

In November 2014, the Company granted options to all board members to purchase a total of 138,000,000 shares at an exercise price of $0.0146 per share of its common stock for service rendered and to replace the old options. These options vests in 4 equal amounts on the grant date, 2/9/2015, 5/9/2015, and 8/9/2015 and are exercisable within 10 years from the dates of vesting. The total estimated value using the Black-Scholes Model, based on the following variables, was $2,760,000.

Market Price:	$0.020
Exercise Price:	$0.015
Term:	10 years
Volatility:	321%
Dividend Yield:	0
Risk Free Interest Rate:	2.25%

~~Market~~For ~~Price:~~the year ended October 31, 2015, $02,760,000 was fully amortized as stock based compensation.~~020~~

~~Exercise~~In ~~Price:~~January 2016, the Company granted options to a new board member to purchase a total of 100,000,000 shares at an exercise price of $0.~~015~~004 per share of its common stock for service rendered. These options vests in 2 equal amounts in July 2016 and January 2017, or upon an event of change of control and are exercisable within 10 years from the dates of vesting. The total estimated value using the Black-Scholes Model, based on the following variables, was $383,958.

Term: 10 years

Market Price:	$0.0039
Exercise Price:	$0.004
Term:	10 years
Volatility:	151%
Dividend Yield:	0
Risk Free Interest Rate:	2.0%

~~Volatility:~~Due ~~321%~~to an event of change of control occurred in September 2016, the option is fully vested and the total value of $383,958 was recorded as stock based compensation for the year ended October 31, 2016.

~~Dividend Yield: 0~~22

~~Risk~~NOTE ~~Free~~9 ~~Interest Rate:~~– ~~2.25%~~SUBSEQUENT EVENTS

~~For~~1. On March 6, 2017, the ~~year~~Company ~~ended~~filed ~~October~~with ~~31,~~the ~~2015~~Wyoming Secretary of State Articles of Amendment to its Articles of Incorporation pursuant to which it established and designated 100,000 shares of Series C Preferred Stock (the “Series C Preferred”). The Series C Preferred Stock has a stated value of $2500 per share. Holders of the Series C Preferred Stock will not receive any preferential dividend or liquidation rights or any conversion rights. However,~~760~~ on or after the six-month anniversary after the issuance date for any share of Series C Preferred Stock (an “Issuance Date”),~~000 was~~ ~~fully~~each ~~amortized~~holder asof ~~stock~~Series ~~based~~C ~~compensation~~Preferred Stock has the option to redeem the Series C Preferred Stock at the Redemption Price which is (i) 125% of the Stated Value for the period beginning on the 6-month anniversary of the Issuance Date and ending 1-day prior to the 12-month anniversary of the Issuance Date; (ii) 150% of the Stated Value for the period beginning on the 12-month anniversary of the Issuance Date and ending 1-day prior to the 18-month anniversary of the Issuance Date and (iii) 200% of the Stated Value for the period beginning on the 18-month anniversary of the Issuance Date and any date thereafter.

~~NOTE~~2. 9In –March ~~SUBSEQUENT~~2017, ~~EVENTS~~the Company has issued 358 million shares of its common stock upon conversion of 358 shares of its Series A Preferred Stock.

13. In ~~August~~March ~~2016~~2017, the Company issued ~~154,260,851~~311 shares of ~~common~~its ~~stock~~Series inA ~~consideration~~Preferred ofStock ~~cancellation~~to ofthe ~~$41,560~~son of ~~accrued~~its ~~and~~Chief ~~unpaid~~Executive ~~payables~~Officer. ~~The~~These ~~Company~~shares ~~did~~were ~~not~~sold ~~receive~~in ~~any~~prior ~~cash~~periods ~~proceeds~~for ~~upon~~gross ~~these~~proceeds ~~issuances. The issuances were exempt under Section 4(a)(2)~~ of ~~the Securities Act~~$79,200.

24. In ~~August~~March ~~2016~~2017, the Company issued ~~192,000,000~~3 shares of ~~common~~its ~~stock~~Series ~~upon~~A ~~conversion~~Preferred ofStock ~~192~~to ~~shares~~the wife of ~~our~~its ~~convertible~~chief ~~preferred~~executive ~~stock~~officer. ~~The~~These ~~issuances~~shares were ~~exempt~~sold ~~under~~in ~~Section~~the ~~4(a)(2)~~period ofended ~~the~~October ~~Securities~~31, ~~Act~~2016 for gross proceeds of $1,768.

35. In ~~August~~March ~~2016~~2017, the Company issued ~~200~~5 shares of ~~our~~its ~~convertible~~Series ~~preferred~~A ~~stock~~Preferred asStock ~~compensation~~to ~~for~~a ~~services.~~former ~~The~~director ~~issuances~~in ~~were~~consideration ~~exempt~~of ~~under~~services ~~Section~~previously ~~4(a)(2)~~rendered ofby ~~the~~him ~~Securities~~as ~~Act~~a director.

46. In ~~August~~March ~~2016~~2017, the Company issued ~~406~~19 shares of ~~our~~its ~~convertible~~Series ~~preferred~~C ~~stock~~Preferred ~~sold~~Stock ~~during~~to ~~the~~three ~~period~~investors ~~ended~~upon ~~July~~conversion 31of $9,500 ~~2016~~in convertible notes previously issued to them. ~~The~~By ~~issuances~~their terms, the notes were ~~exempt~~to ~~under~~automatically ~~Section~~convert 4(into shares of the Company’s Series C Preferred Stock at a~~)(2)~~ price of $500 per share upon the ~~Securities~~effective ~~Act~~date of its reincorporation as a Wyoming corporation, which became effective on January 27, 2017. We did not receive any proceeds upon the issuance of these shares

5. In September 2016, the Company entered into a consulting agreement with Woodward Global, Ltd. (“WG”), a Nevada corporation owned by Mr. Angus McKay, son of William R. McKay, the Company’s Chairman and CEO. Pursuant to the agreement, the Company will provide consulting services to WG for a period of twelve (12) months for a total consideration of $2,000,000.23

F-17

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

We intend for this discussion to provide the reader with information that will assist in understanding our financial statements, the changes in certain key items in those financial statements from year to year, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our financial statements. This discussion should be read in conjunction with our financial statements and accompanying notes included elsewhere in this report.

Forward Looking Statements

This quarterly report on on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Those forward-looking statements include our expectations, beliefs, intentions and strategies regarding the future. Such forward-looking statements relate to, among other things, Godfrey’s commencement of manufacturing operations; our distribution of Godfrey’s products; our working capital requirements; and the further approvals of regulatory authorities. There are several important factors that could cause our future results to differ materially from our forward-looking statement. Some of these important factors, but not necessarily all important factors, include our ability to acquire additional capital as and when needed; production and/or quality control problems; the denial, suspension or revocation of privileged operating licenses by regulatory authorities; overall industry environment; competitive pressures and general economic conditions; and those other risks discussed more fully in the “Risk Factors” section of in our annual report on Form 10-K for the year ended October 31, ~~2015~~2016 filed with the Securities and Exchange Commission on February 1628, ~~2016~~2017. We caution readers not to place undue reliance on any forward-looking statements. We do not undertake, and specifically disclaim any obligation, to update or revise such statements to reflect new circumstances or unanticipated events as they occur, and we urge readers to review and consider disclosures we make in this and other reports that discuss factors germane to our business. See in particular our reports on Forms 10-K, 10-Q and 8-K subsequently filed from time to time with the Securities and Exchange Commission.

Overview

We are engaged in the business of designing, manufacturing and selling aerospace quality component parts for commercial and military aircraft, space vehicles, power plants and surface and undersea vessels. Our initial products will be self-lubricating spherical bearings for commercial aircraft. These bearings are integral to the operation of commercial aircraft and help with several flight-critical tasks, including aircraft flight controls and landing gear. As of the date of this report, we have not had significant commercial manufacture and sale of our products.

InWe ~~the~~commenced ~~second~~our ~~quarter~~aircraft ofcomponent ~~2013,~~business wein ~~agreed~~February ~~to issue 4~~1,~~800,000~~ ~~shares~~2010. ofTo date, our ~~common~~operations ~~stock~~have tofocused ~~three~~on ~~shareholders~~the development of our ~~subsidiary,~~production ~~Godfrey~~facility ~~(China)~~in ~~Limited (“Godfrey”)~~Dongguan, China inand ~~exchange~~the ~~for~~design ~~their~~and ~~transfer~~engineering ~~to us~~ of aour ~~total~~initial ofproduct ~~30%~~line of ~~the~~spherical ~~outstanding~~bearings. ~~capital~~Our ~~stock~~production offacility ~~Godfrey.~~in ~~One~~Dongguan, China ofis ~~the~~held ~~parties~~and ~~was~~operated ~~Harbin~~by ~~Aerospace~~TPAC. ~~Company,~~Naval ~~LLC,~~Air ~~our~~Systems ~~largest~~Command ~~shareholder~~(“NAVAIR”) ~~which~~of isthe ~~controlled~~United byStates Navy has completed the ~~wife~~qualification testing of our ~~chief~~initial ~~executive officer,~~line ~~William~~of Rbearings. ~~McKay.~~Godfrey ~~Harbin~~and ~~transferred~~TPAC toreceived usfinal ~~five~~approval ~~percent~~from ofNAVAIR ~~the~~on ~~capital~~March ~~stock~~5, of2013. ~~Godfrey~~However, inwe ~~exchange~~expect that ~~for~~we ~~our~~will ~~issuance~~need ~~of 800,000~~to ~~common~~raise ~~shares.~~at ~~Upon~~least ~~the~~$1 ~~closing~~million of ~~the~~capital, ~~transactions~~or to develop a strategic partnership, wethrough ~~increased~~which ~~our~~the ~~ownership~~partner ofwill contribute ~~Godfrey~~working ~~from~~capital, ~~25%~~in order to ~~55%~~better develop international marketing and production.

We commenced our aircraft component business in February 1, 2010. To date, our operations have primarily focused on the development of our production facility in China and the design and engineering of our initial product line of spherical bearings. Naval Air Systems Command (“NAVAIR”) of the United States Navy has completed the qualification testing of our initial line of bearings. However, we expect that we will need to raise at least $1 million of capital, or to develop a strategic partnership, through which the partner will contribute working capital, in order to better develop international marketing and production.24

InRecent December 2015, we received our first purchase order for spherical bearings and such order was manufactured and delivered in March 2016. In addition, in May 2016, we entered into licensing and services agreements for the development and marketing of aerospace products in China, Australia, Asia and Africa.Developments

Change of Control. On September 8, 2016, William McKay, our President and Chief Executive Officer gained control of the Company via issuance of the 10,000 shares of Series A preferred stock issued to him. Following issuance of such shares, the Company had 3,920,880,936 shares of common stock and 14,421 shares of Series A preferred stock outstanding. Based on the current conversion price, each share of Series A preferred stock is entitled to 1 million votes per share. Accordingly, there were 18,341,880,936 votes outstanding voting together as a single class on September 8, 2016. The 10,000 shares of Series A preferred stock issued to Mr. McKay (along with the 300 shares of Series A preferred stock then held by him) provided him with approximately 56% of the total votes, resulting in change of control. The shares of Series A Preferred were issued to obtain voting control to make a certain board decision at the best interest of the Company. The shares were returned to the Company in the subsequent period after October 31, 2016. Prior to the issuance of the control block of Series A Preferred, no singular person had control of the Company, although the Series A Preferred as a class accounted for 53% of the total votes outstanding prior to the issuance of the 10,000 shares to Mr. McKay. The 1,300 shares of Series B preferred stock issued to Mr. McKay on November 30, 2016 (pursuant to which he received an additional 1.3 trillion votes) increased his voting control over the Company to approximately 86% based on 4,268,880,936, 14,959 and 1,500 shares of Common Stock, Series A preferred stock and Series B preferred stock outstanding, respectively on such date (and thus 1,519,227,880,936 outstanding on such date). Each share of Series B preferred stock is entitled to 100 million votes. On December 8, 2016, Mr. McKay cancelled and returned 10,000 shares of Series A preferred stock to treasury. However, he still retained approximately 86% of the outstanding voting control of the outstanding shares of the Company’s Common Stock, Series A preferred stock and Series B preferred stock voting together as a single class on such date.

Reincorporation as a Wyoming Corporation. Effective January 27, 2017, we completed a change of domicile (the “Reincorporation”) to Wyoming from Nevada by means of a merger of Trans-Pacific Aerospace Company Inc., a Nevada corporation with and into the Company’s wholly-owned subsidiary, Trans-Pacific Aerospace Company, Inc., a Wyoming corporation. Following the Reincorporation, the affairs of the Company ceased to be governed by Nevada corporation laws pursuant to the Nevada Revised Statutes (“NRS”) and become subject to Wyoming corporation laws pursuant to the Wyoming Business Corporation Act (the “WBCA”). The Company’s governance is pursuant to the Articles of Incorporation filed in Wyoming and the Bylaws, reflecting, among other things, application of the WBCA. The resulting Wyoming corporation (TPAC-WY), is deemed to be same entity as the Company previously incorporated in Nevada (TPAC-NV), and there was no change in the Company’s business, management, employees, headquarters, benefit plans, assets, liabilities or net worth. Each of TPAC-NV’s issued and outstanding shares of common stock and of preferred stock automatically converted into an equivalent number of issued and outstanding shares of common stock and preferred stock of TPAC-WY, without any action on the part of our shareholders. The number of issued and outstanding shares of capital stock of TPAC-WY is identical to the Company’s capital stock existing immediately prior to the Reincorporation. The terms of the Series A preferred stock and Series B preferred stock of TPAC-WY is identical to the terms of the Series A preferred stock and Series B preferred stock of TPAC-NV.

Results of Operations

Three Months Ended ~~July~~January 31, ~~2016~~2017 and ~~2015~~2016

During the three ~~months~~ months ended ~~July~~January 31, ~~2016~~2017, we incurred $~~440~~324,~~069~~391 of operating expenses compared to $1305,~~362,112~~517 during the three months ended ~~July~~ January 31, ~~2015~~ 2016. Our operating expenses consist primarily of professional fees, consulting fees, and other general and ~~administrative~~ administrative expenses. The ~~decrease~~slight increase in operating expenses for the three months ended ~~July~~January 31, ~~2016~~2017 compared to the same period in fiscal ~~2015~~2016 was primarily attributable to our significant decrease in ~~stock~~consulting ~~based~~fees ~~compensation to directors and officers~~ during the ~~2016~~2017 period which was offset by the increase in ~~consulting~~other general and administrative expenses during the 2016 period. However, we expect our operating expenses will significantly increase at such time as we commence the distribution of our spherical bearings.

125

During the three months ended ~~July~~January 31, ~~2016~~2017 and ~~2015~~2016, we incurred a net loss from operations of $~~446~~226,~~339~~241 and $1336,~~507~~567,~~292,~~ respectively. The decrease was primarily attributable to the ~~significant~~ decrease in ~~our~~interest ~~stock~~expense ~~based~~and ~~compensation~~recognition toof ~~directors~~other ~~and~~income ~~officers,~~resulting ~~interest~~from ~~expense,~~providing consulting ~~change~~services into ~~fair~~Woodward ~~value~~Global, ofLtd., ~~derivative~~a ~~liabilities~~Nevada ~~and~~corporation ~~derivative~~owned ~~expenses~~by ~~during~~Mr. ~~the~~Angus ~~2016 period~~McKay, ~~which~~son ~~was~~of ~~offset~~William byR. McKay, the ~~increase~~Company’s inChairman ~~consulting~~and ~~expenses~~CEO, during the ~~2016~~2017 period.

Our net loss was $~~446~~226,~~339~~241 and $1336,~~507,292~~567 for the three months ended ~~July~~January 31, ~~2016~~2017 and ~~2015~~2016, respectively. Our loss attributable to our non-controlling interest in our Godfrey subsidiary for the three months ended ~~July~~January 31, ~~2016~~2017 and ~~2015~~2016 was $4157,~~205~~654 and $4123,~~209~~750, respectively. Accordingly, the net loss attributable to us for the three months ended ~~July~~January 31, ~~2016~~2017 and ~~2015~~2016 was $~~405~~168,~~134~~587 and $1312,~~466~~817,~~083,~~ respectively.

Nine Months Ended July 31, 2016 and 2015

We received the initial order for our spherical bearings in December 2015. We manufactured and delivered these bearings in March 2016. During the nine months ended July 31, 2016, we recognized sales revenue of $109,140 from the sale of our spherical bearings. Also we incurred $2,598,141 of operating expenses compared to $4,187,916 during the nine months ended July 31, 2015. Our operating expenses consist primarily of professional fees, consulting fees, and other general and administrative expenses. The decrease in operating expenses for the nine months ended July 31, 2016 compared to the same period in fiscal 2015 was primarily resulted from issuance of options for common stock to board of directors in 2015. We had no such issuance in the nine months ended July 31, 2016. However, we expect our operating expenses will significantly increase at such time as we commence the distribution of our spherical bearings.

During the nine months ended July 31, 2016 and 2015, we incurred a net loss from operations of $2,681,864 and $4,582,913, respectively. The decrease primarily resulted from issuance of common stock options to board of directors in 2015. We had no such issuance in the nine months ended July 31, 2016.

Our net loss was $2,681,864 and $4,582,913 for the nine months ended July 31, 2016 and 2015, respectively. Our loss attributable to our non-controlling interest in our Godfrey subsidiary for the nine months ended July 31, 2016 and 2015 was $94,807 and $120,390, respectively.

Accordingly, the net loss attributable to us for the nine months ended July 31, 2016 and 2015 was $2,587,057, and $4,462,523, respectively.

Financial Condition

Liquidity and Capital Resources

As of ~~July~~January 31, ~~2016~~2017, we had cash of $616,~~551~~484 and a working capital deficit of $~~641~~1,~~488~~029,283. At October 31, ~~2015~~2016, we had cash of $67,~~833~~277 and a ~~working~~ working capital deficit of $~~401~~1,~~796~~049,793.

Since ~~July~~January 31, ~~2016,~~ 2017, our working capital has decreased as a result of continuing losses from operations. We estimate that we require ~~approximately~~ approximately $1 million of additional working capital over the next 12 months in order to fund our expected marketing and distribution of the initial line of aircraft component products to be manufactured at our Guangzhou facility and to fund our expected operating losses as we endeavor to build revenue and achieve a profitable level of operations. However, there are no commitments or understandings at this time with any third parties for their provision of capital to us.

We will endeavor to raise the additional required funds through various financing sources, including the sale of our equity and debt securities and, subject to our commencement of significant revenue producing operations, the procurement of commercial debt financing. However, there can be no guarantees that such funds will be available on commercially reasonable terms, if at all. If such financing is not available on satisfactory terms, we may be unable to expand or continue our business as desired and operating results may be adversely affected. In addition, any financing arrangement may have potentially adverse effects on us or our stockholders. Debt financing (if available and undertaken) will increase expenses, must be repaid regardless of operating results and may involve restrictions limiting our operating flexibility. If we issue equity securities to raise additional funds, the percentage ownership of our existing stockholders will be reduced and the new equity securities may have rights, preferences or privileges senior to those of the holders of our common stock.

The report of our ~~independent~~ independent registered public accounting firm for the fiscal year ended October 31, ~~2015~~2016 states that due to our losses from operations ~~and~~ and lack of working capital there is substantial doubt about our ability to continue as a going concern.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, as defined in Item 303 of Regulation S-K.

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this item.

ITEM 4 – CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act. The term “disclosure controls and procedures” refers to the controls and procedures of our company that are designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosures.

Based upon the above-described evaluation, our management, including our chief executive officer and chief financial officer, concluded that our disclosure controls and procedures were not effective as of ~~July~~January 31, ~~2016~~2017 due to certain material weakness in our internal control over financial reporting. An internal control material weakness is a significant deficiency, or aggregation of deficiencies, that does not reduce to a relatively low level the risk that material misstatements in financial statements will be prevented or detected on a timely basis by employees in the normal course of their work. Our management assessed the effectiveness of our internal control over financial ~~reporting~~ reporting as of ~~July~~January 31, ~~2016~~2017, and this assessment identified the following material weaknesses in our internal control over financial reporting:

Due to our small size, we do not maintain effective internal controls to assure segregation of duties as we have only one employee who is responsible for initiating and approving of transactions, thereby creating the segregation of duties weakness;

Our board of directors does not have an audit committee or a financial expert to maintain effective oversight of our financial reporting process; and

Lack of formal policies or procedures to provide assurance that relevant information is identified, captured, processed, and reported in an appropriate and timely fashion.

Based on that evaluation, management concluded that our internal control over financial reporting was not effective as of ~~July~~January 31, ~~2016~~2017.

Changes in internal control over financial reporting

As of the end of the period covered by this report, there have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended ~~July~~January 31, ~~2016~~2017, that materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

327

PART II: OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

None.

ITEM 1A – RISK FACTORS

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this item.

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

1. ~~During~~See ~~the~~our ~~quarterly~~Current ~~period~~Report ~~ended~~on ~~July~~Form ~~31,~~8-K ~~2016,~~dated weMarch ~~issued 40~~6,~~000,000~~ ~~shares~~2017 ofand ~~our~~filed ~~common~~on ~~stock~~Mach ~~upon~~9, ~~conversion~~2017. ~~of 40 shares of our preferred stock~~2. ~~During~~In ~~the~~March ~~nine months ended July 31~~2017, ~~2016,~~the weCompany has issued ~~513,000,000~~358 million shares of ~~our~~its common stock upon conversion of ~~513~~358 shares of ~~our~~its ~~preferred~~Series ~~stock.~~A InConvertible ~~our~~Preferred ~~quarterly~~Stock. ~~report~~The onissuances ~~Form~~were ~~10-Q~~exempt ~~for~~in ~~the~~reliance ~~six~~upon ~~months~~the ~~ended~~exemption ~~April~~provided ~~30,~~by ~~2016~~Rule 3(~~the~~a)(9) ~~“April~~and/or ~~2016~~Section ~~10-Q”~~4(a)(2) weof ~~reported~~the ~~that~~Securities weAct. ~~issued~~3. aIn ~~total~~the ofthree-month ~~194,000,000~~period ~~shares~~ended ofJanuary ~~our~~31, ~~common~~2017, ~~stock~~the ~~upon~~Company ~~conversion~~sold of390 ~~194~~ shares of ~~our~~its ~~preferred~~Series ~~stock.~~A InConvertible ~~actuality,~~Preferred weStock ~~issued~~to anthe ~~additional~~son ~~279,000,000 shares~~ of ~~our~~its ~~common~~Chief ~~stock~~Executive ~~upon~~Officer ~~conversion~~for ofan ~~279~~aggregate ~~shares~~purchase price of ~~our preferred stock~~$106,900 ~~for~~(with athe ~~total~~sale ~~issuance~~ of ~~473,000,000~~109 ~~shares~~ of ~~our~~such ~~common~~shares ~~stock~~being ~~upon~~previously ~~conversion~~reported ofin ~~473~~the ~~shares~~Company’s ofannual ~~our~~report ~~preferred~~on ~~stock~~Form ~~during~~10-K for the ~~six~~year ~~months~~ ended ~~April~~October 3031, 2016). ~~279,000,000~~As ~~shares~~ of ~~our~~the ~~common~~date ~~stock~~of ~~issued during~~ this ~~six-month~~report, ~~period~~63 ~~following conversion~~ of ~~279~~such sold shares ofhave ~~our~~not ~~preferred~~been ~~stock~~issued ~~were~~and ~~improperly~~have ~~allocated~~been ~~and~~recorded ~~disclosed~~ as ~~shares~~preferred ~~issued~~stock to ~~consultants~~be ~~for~~issued. ~~services~~The ~~rendered,~~proceeds ~~which~~were ~~disclosure~~used ~~has~~for ~~been~~working ~~updated~~capital asand ~~set~~general ~~forth~~corporate ~~below~~purposes. The issuances ~~were~~are exempt inunder ~~reliance~~Section ~~upon the exemption provided by Rule 3~~4(a)(92) and~~/or~~ ~~Section~~Rule ~~4(a)(2)~~506 of the Securities Act of 1933, as amended.

2. During the nine months ended July 31, 2016, we issued 29,000,000 shares of common stock to consultants in consideration of services rendered. The shares were valued at $81,600 based on the closing stock prices on the dates of the stock grants. In our April 2016 10-Q we erroneously reported that we issued 358,000,000 shares of our common stock to consultants for services rendered during the six months ended April 30, 2016. As described above, 279,000,000 of these shares of our common stock were actually issued upon conversion of 279 shares of our preferred stock during the six months ended April 30, 2016 and were improperly allocated as shares issued to consultants for services rendered in the April 2016 10-Q. Further, 50,000,000 shares of our common stock previously described in our April 2016 10-Q as shares issued to consultants for services rendered were erroneously issued and have subsequently been cancelled. The issuances were exempt pursuant to Section 4(a)(2) of the Securities Act.

3. During the quarterly period ended July 31, 2016, we sold 354 shares of our preferred stock in consideration of $191,500, the proceeds of which will be used for general corporate purposes. In August 2016, we issued 406 shares of our convertible preferred stock sold during the nine months ended July 31, 2016. 3 shares of our preferred stock that were sold during the nine months ended July 31, 2016 have not been issued and were recorded as preferred stock to be issued. The issuances were exempt pursuant to Section 4(a)(2) of the Securities Act.

4. During quarterly period ended July 31, 2016, we issued 340 shares of convertible preferred stock to our employees and consultants in consideration of services rendered. These shares were valued at $1,309,998 based on the closing prices of the underlying common stock. We did not receive any cash proceeds for these issuances. The issuances were exempt under Section 4(a)(2) of the Securities Act.

5. In July 2016, we issued 97,217,391 shares of our common stock in consideration of cancellation of $43,000 of accrued and unpaid payables. We did not receive any cash proceeds upon these issuances. The issuances were exempt pursuant to Section 4(a)(2) of the Securities Act.

6. In August 2016, we issued 154,260,851 shares of common stock in consideration of cancellation of $41,560 of accrued and unpaid payables. We did not receive any cash proceeds upon these issuances. The issuances were exempt under Section 4(a)(2) of the Securities Act.

7. In August 2016, we issued 192,000,000 shares of common stock upon conversion of 192 shares of our convertible preferred stock. The issuances were exempt under Section 4(a)(2) of the Securities Act.

8. In August 2016, we issued 200 shares of our convertible preferred stock as compensation for services. The issuances were exempt under Section 4(a)(2) of the Securities Act.

ITEM 3 – DEFAULT UPON SENIOR SECURITIES

None.

ITEM 4 – MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 – OTHER INFORMATION

OnSee ~~July~~our 6,Current ~~2016,~~Report ~~Kevin~~on ~~Gould resigned~~Form as8-K ~~secretary~~dated ~~and~~March 6, as2017 ~~a director. Mr. Gould’s resignation was for personal reasons~~ and ~~was~~filed ~~not because of any disagreements with Trans-Pacific Aerospace Company, Inc.~~ on ~~matters~~Mach ~~relating to its operations~~9, ~~policies and practices~~2017.

InITEM ~~September~~6 ~~2016,~~– we entered into a consulting agreement (“Consulitng Agreement”) with Woodward Global, Ltd. (“WG”), a Nevada corporation owned by Mr. Angus McKay, son of William R. McKay, our Chairman and CEO. Pursuant to the Consulting Agreement, we will provide consulting services to WG for a period of twelve (12) months for a total consideration of $2,000,000.EXHIBITS

ITEM 6 - EXHIBITS

Item No.		Description

31.1		Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.

32.1		Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350.

101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Schema Linkbase Document
101.CAL		XBRL Taxonomy Calculation Linkbase Document
101.DEF		XBRL Taxonomy Definition Linkbase Document
101.LAB		XBRL Taxonomy Labels Linkbase Document
101.PRE		XBRL Taxonomy Presentation Linkbase Document

528

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		TRANS-PACIFIC AEROSPACE COMPANY, INC. (Registrant)
Dated:	~~September~~March 1922, ~~2016~~2017	By:	/s/ William Reed McKay.
			William Reed McKay
			President, Chief Executive Officer, Chief Financial Officer and Director (Principal Executive and Financial and Accounting Officer)

629

Filing Compare · Trans-Pacific Aerospace Company, Inc.