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 ~~January~~April 3130, 2017

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

For the transition period from _________________ to _________________

Commission File No.: 000-55581

TRANS-PACIFIC AEROSPACE COMPANY, INC.

(Exact name of registrant as specified in its charter)

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)

Issuer’s telephone number: (626) 796-9804

~~________________________________________________~~_______________________

(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 ~~☒ No~~x ☐No o

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

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

Large accelerated filer ☐o Accelerated filer ☐o Non-accelerated filer ☐o ~~(Do~~Smaller ~~not check if a smaller~~ reporting company) ~~Smaller~~x ~~reporting~~Emerging growth company ☒o

~~Indicate~~If an emerging growth company, indicate by check mark ~~whether~~if the registrant ishas aelected ~~shell~~not ~~company~~to ~~(as~~use ~~defined~~the inextended ~~Rule~~transition ~~12b-2~~period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act). ~~Yes ☐ No ☒~~o

AsIndicate ofby ~~March~~check ~~21,~~mark ~~2017,~~whether ~~4,808,880,936~~the ~~shares~~registrant ofis ~~our~~a ~~common~~shell ~~stock~~company ~~were~~(as ~~outstanding~~defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of June 8, 2017, 6,505,445,849 shares of our common stock were outstanding.

TRANS-PACIFIC AEROSPACE COMPANY, INC.

FORM 10-Q

~~January~~April 3130, 2017

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets as of January 31, 2017 (Unaudited) and October 31, 2016	3
	Condensed Consolidated Balance Sheets as of April 30, 2017 (Unaudited) and October 31, 2016	3
	Unaudited Condensed Consolidated Statements of Operations for the three months ended January 31, 2017 and 2016	4
	Unaudited Condensed Consolidated Statements of Operations for the three and six months ended April 30, 2017 and 2016	4
	Unaudited Condensed Consolidated Statement of Stockholders' Equity (Deficit) for the three months ended January 31, 2017	5
	Unaudited Condensed Consolidated Statement of Stockholders' Equity (Deficit) for the six months ended April 30, 2017	5
	Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended January 31, 2017 and 2016	6
	Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended April 30, 2017 and 2016	6
	Notes to the Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2425
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2628
Item 4.	Control and Procedures	27
Item 4	Control and Procedures	28
PART II – OTHER INFORMATION		28
PART – II OTHER INFORMATION
Item 1	Legal Proceedings	2830
Item 1A	Risk Factors	2830
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2830
Item 3.	Defaults Upon Senior Securities	2831
Item 4.	Mine Safety Disclosures	2831
Item 5.	Other Information	2831
Item 6.	Exhibits	28
SIGNATURES		2931

PART 1I-- –FINANCIAL INFORMATION

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

TRANS-PACIFIC AEROSPACE COMPANY, INC.

Consolidated Balance Sheets

	January 31,			October 31,
	April 30,			October 31,
	2017			2016
	(Unaudited)
ASSETS
Current assets
Cash	$	168,~~484~~865		$	7,277
Advance to related party		20,803			–
Inventories		4,760			–
Total current assets		37,287			7,277
Advance to related party		2,735			–
Prepaid expenses		5,000			–
Total current assets		21,360			7,277
Non-Current assets
Office equipment, net of accumulated depreciation of $6,207 and $5,906, respectively		2,199			2,500
Office equipment, net of accumulated depreciation of $6,508 and $5,906, respectively		1,898			2,500
Security deposit		1,584			1,584
Total non-current assets		3,~~783~~482			4,084
Total assets	$	4124,~~070~~842		$	11,361
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current liabilities
Accounts payable and accrued expenses	$	~~713~~703,~~469~~069		$	713,469
Customer deposit		4,180			–
Income taxes payable		1,951			1,951
Accrued salary and payroll taxes		20,433			20,433
Other payables - related parties		61,217			61,217
Accrued interest payable		1,360			–
Convertible note payable - Series C		9,500			–
Other payables - related parties		60,000			61,217
Redeemable preferred stock - Series C		9,500			–
Convertible note payable, currently in default		260,000			260,000
Total current liabilities		1,066,570			1,057,070
Convertible note payable, net of discount of $37,500		45,500			–
Total liabilities		1,066,570			1,057,070
Derivative liabilities - conversion option		139,914			–
Total current liabilities		1,245,907			1,057,070
Total liabilities		1,245,907			1,057,070
Commitments and Contingencies
Payables to related parties		211,311			211,311
Stockholders' (deficit)
Preferred stock, par value $0.001, 5,000,000 shares authorized:
5,035 and 15,063 shares of Series A issued and outstanding at January 31, 2017 and October 31, 2016, respectively		5			15
4,695 and 15,063 shares of Series A issued and outstanding at April 30, 2017 and October 31, 2016, respectively		4			15
1,500 and 0 shares of Series B issued and outstanding at January 31, 2017 and October 31, 2016, respectively		2			–
1,500 and 0 shares of Series B issued and outstanding at April 30, 2017 and October 31, 2016, respectively		2			–
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, par value $0.001, unlimited number of shares authorized. 6,169,880,936 and 4,199,880,936 shares issued and outstanding at April 30, 2017 and October 31, 2016, respectively		6,169,880			4,199,880
Additional paid-in capital		2019,~~529~~499,~~428~~678			20,584,870
Preferred stock to be issued		~~118~~39,~~900~~700			18,000
Common stock to be issued		8364,~~593~~093			83,593
Accumulated Deficit		(2526,~~551~~372,~~677~~100	)		(25,383,090	)
Total Trans-Pacific Aerospace Company Inc. stockholders' equity		(~~418~~598,~~869~~743	)		(496,732	)
Non-controlling interest in subsidiary		(~~817~~833,~~942~~633	)		(760,288	)
Total stockholders' (deficit)		(1,~~236~~432,~~811~~376	)		(1,257,020	)
Total liabilities and stockholders' (deficit)	$	4124,~~070~~842		$	11,361

See accompanying notes to consolidated financial statements

TRANS-PACIFIC AEROSPACE COMPANY, INC.

Unaudited Consolidated Statements of Operations

	For the Three Months Ended January 31,
	For the Three Months Ended April 30,						For the Six Months Ended April 30,
	2017			2016			2017			2016
Operating expenses
Sales	$	–		$	109,140		$	–		$	109,140
Professional fees		4,585			2,875
Cost of sales		–			–			–			–
Consulting		132,200			220,600
Gross profit		–			109,140			–			109,140
Other general and administrative		187,606			82,042
Operating expenses
Total operating expenses		324,391			305,517
Professional fees		16,465			20,240			21,050			23,115
Operating loss from continuing operations		(324,391	)		(305,517	)
Consulting		634,000			1,847,000			766,200			2,067,600
Interest expense, net		(4,550	)		(31,050	)
Other general and administrative		71,628			94,455			259,233			176,497
Other income - related party		102,700			–
Total operating expenses		722,093			1,961,695			1,046,483			2,267,212
Net loss from continuing operations	$	(226,241	)	$	(336,567	)
Operating loss from continuing operations		(722,093	)		(1,852,555	)		(1,046,483	)		(2,158,072	)
Discontinued operations
Gain on investment		1,089			–			1,089			–
Net gain (loss) from discontinued operations		–			–
Interest expense, net		(19,410	)		(46,403	)		(23,960	)		(77,453	)
Loss before income taxes		(226,241	)		(336,567	)
Derivative expense		(77,058	)		–			(77,058	)		–
Income taxes		–			–
Change in fair value of derivative liabilities		(17,856	)		–			(17,856	)		–
Net Loss		(226,241	)		(336,567	)
Other income - related party		–			–			102,700			–
Less: Loss attributable to non-controlling interest		(57,654	)	$	(23,750	)
Net loss from continuing operations	$	(835,328	)	$	(1,898,958	)	$	(1,061,568	)	$	(2,235,525	)
Net Loss attributable to the Company	$	(168,587	)	$	(312,817	)
Discontinued operations
Basic and dilutive net loss from operations per share	$	(0.00	)	$	(0.00	)
Net gain (loss) from discontinued operations		–			–			–			–
Weighted average number of common hares outstanding, basic and diluted		4,343,562,255			3,506,900,273
Loss before income taxes		(835,328	)		(1,898,958	)		(1,061,568	)		(2,235,525	)
Income taxes		(787	)		–			(787	)		–
Net Loss	$	(836,115	)	$	(1,898,958	)	$	(1,062,355	)	$	(2,235,525	)
Less: Loss attributable to non-controlling interest		(15,691	)		(29,852	)		(73,345	)		(53,602	)
Net Loss attributable to the Company	$	(820,424	)	$	(1,869,106	)	$	(989,010	)	$	(2,181,923	)
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		5,020,566,329			3,095,436,027			4,673,538,395			3,303,428,943

See accompanying notes to consolidated financial statements

TRANS-PACIFIC AEROSPACE COMPANY, INC.

Unaudited ~~Consolidated~~ Consolidated Statement of Stockholders' Equity (Deficit)

																		Additional			Common				Preferred				Non
	Preferred Stock						Common Stock						Additional Paid-In			Common Stock To Be			Preferred Stock To Be		Non Controlling			Accumulated
		Preferred Stock								Common Stock								Paid-In			Stock				Stock				Controlling			Accumulated
	Shares			Amount			Shares			Amount			Capital			Issued			Issued		Interest			Deficit			Total
		Shares				Amount				Shares				Amount				Capital			To Be Issued				To Be Issued				Interest			Deficit			Total
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, 2015			2,945			$	3				3,829,346,478			$	3,829,346			$	17,142,748		$	86,093			$	–			$	(639,718	)	$	(20,814,980	)	$	(396,508	)
Common stock converted to preferred stock		694			1			(692,943,784	)		(692,944	)		692,943			–			–		–			–			–
Common stock converted to preferred stock			694				1				(692,943,784	)			(692,944	)			692,943			–				–				–			–			–
Preferred stock converted to common stock		(984	)		(1	)		984,000,000			984,000			(983,999	)		–			–		–			–			–
Preferred stock converted to common stock			(984	)			(1	)			984,000,000				984,000				(983,999	)		–				–				–			–			–
Preferred stock issued for services & compensation		11,664			11			–			–			2,762,787			–			–		–			–			2,762,798
Preferred stock issued for services & compensation			11,664				11				–				–				2,762,787			–				–				–			–			2,762,798
Common stock issued for cash		–			–			–			–			–			–			–		–			–			–
Preferred stock issued for cash		752	~~752~~		1.00		~~1.00~~	–			–			316,000	–		(22,000	)	~~316,000~~	18,000		~~(22,000~~–	)		–	~~18,000~~		312,001		–			–			~~312,001~~
Common stock issued for services & compensation			–				–				29,000,000				29,000				52,600			19,500				–				–			–			101,100
Stocks issued in lieu of finders fees		–			–			–			–			–			–			–		–			–			–
Common stock issued upon conversion of loan and payables			–				–				251,478,242				251,478				(165,107	)		–				–				–			–			86,371
Common stock issued for services & compensation		–			–			29,000,000			29,000			52,600			19,500			–		–			–			101,100
Conversion of derivative liability to common stock			–				–				–				–				163,740			–				–				–			–			163,740
Common stock issued upon conversion of loan and payables		–			–			251,478,242			251,478			(165,107	)		–			–		–			–			86,371
Amortization of stock option			–				–				–				–				383,958			–				–				–			–			383,958
Conversion of derivative liability to common stock		–			–			–			–			163,740			–			–		–			–			163,740
Common stock retired			–				–				(201,000,000	)			(201,000	)			201,000			–				–				–			–			–
Amortization of stock option		–			–			–			–			383,958			–			–		–			–			383,958
Preferred stock retired			(8	)			–				–				–				–			–				–				–			–			–
Common stock retired		–			–			(201,000,000	)		(201,000	)		201,000			–			–		–			–			–
Imputed interest			–				–				–				–				18,200			–				–				–			–			18,200
Preferred stock retired		(8	)		–			–			–			–			–			–		–			–			–
Loss on Minority interest			–				–				–				–				–			–				–				(120,570	)		–			(120,570	)
Imputed interest		–			–			–			–			18,200			–			–		–			–			18,200
Net loss from continuing operations for the year ended October 31, 2016			–				–				–				–				–			–				–				–			(4,568,110	)		(4,568,110	)
Note discount		–			–			–			–			–			–			–		–			–			–
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	)
Loss on Minority interest		–			–			–			–			–			–			–		(120,570	)		–			(120,570	)
Preferred stock converted to common stock			(244	)			–				209,000,000				209,000				(209,000	)		–				–				–			–			–
Net loss from continuing operations for the year ended October 31, 2016		–			–			–			–			–			–			–		–			(4,568,110	)		(4,568,110	)
Preferred stock issued for services & compensation			1,700				2				–				–				134,998			–				–				–			–			135,000
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	)
Preferred stock issued for cash			16				–				–				–				6,000			–				100,900				–			–			106,900
Common stock converted to preferred stock		–			–			–			–			–			–			–		–			–			–
Common stock retired			–				–				(8,000,000	)			(8,000	)			8,000			–				–				–			–			–
Preferred stock converted to common stock		(1,903	)		(2	)		1,868,000,000			1,868,000			(1,867,998	)		–			–		–			–			–
Preferred stock retired			(10,000	)			(10	)			–				–				10			–				–				–			–			–
Preferred stock issued for services & compensation		2,700			3			–			–			734,996			–			–		–			–			734,999
Imputed interest			–				–				–				–				4,550			–				–				–			–			4,550
Common stock issued for cash		–			–			60,000,000			60,000			(54,000	)		–			–		–			–			6,000
Loss on Minority interest			–				–				–				–				–			–				–				(57,654	)		–			(57,654	)
Preferred stock issued for cash		335			–			–			–			104,700			(19,500	)		21,700		–			–			106,900
Net loss from continuing operations for the three months ended January 31, 2017			–				–				–				–				–			–				–				–			(168,587	)		(168,587	)
Common stock issued for services & compensation		–			–			50,000,000			50,000			(20,000	)		–			–		–			–			30,000
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	)
Common stock retired		–			–			(8,000,000	)		(8,000	)		8,000			–			–		–			–			–
Preferred stock retired		(10,000	)		(10	)		–			–			10			–			–		–			–			–
Imputed interest		–			–			–			–			9,100			–			–		–			–			9,100
Loss on Minority interest		–			–			–			–			–			–			–		(73,345	)		–			(73,345	)
Net loss from continuing operations for the six months ended April 30, 2017		–			–			–			–			–			–			–		–			(989,010	)		(989,010	)
Balances, April 30, 2017 (unaudited)		6,195		$	6		$	6,169,880,936		$	6,169,880		$	19,499,678		$	64,093		$	39,700	$	(833,633	)	$	(26,372,100	)	$	(1,432,376	)

See accompanying notes to consolidated financial statements

TRANS-PACIFIC AEROSPACE COMPANY, INC.

Unaudited ~~Consolidated~~ Consolidated Statements of Cash Flows

	For the Three Months Ended January 31,
	For the Six Months Ended April 30,
	2017			2016
Cash flows from operating activities:
Net Loss	$	(~~226~~1,~~241~~062,355	)	$	(~~336~~2,~~567~~235,525	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		~~135~~764,~~000~~999			~~204~~1,624,000
Amortization of debt discount		–7,500			2541,~~000~~667
Imputed interest expense		49,~~550~~100			49,~~550~~100
Depreciation expense		301			301
Change in fair value of derivative liabilities		17,856			–
Derivative expense		77,058			–
Interest paid by shareholder		–			27,186
Depreciation expense		602			602
Change in operating assets and liabilities:
Prepaid and deferred expenses		–			792
Accounts receivable		–			(109,140	)
Accrued interest payable		–			1,500
Inventories		(4,760	)		–
Net cash used in operating activities		(86,390	)		(100,424	)
Prepaid and deferred expenses		(5,000	)		1,584
Accounts payable and accrued expenses		(10,400	)		419,000
Customer deposit		4,180			–
Accrued interest payable		1,360			(500	)
Net cash used in operating activities		(199,860	)		(222,026	)
Cash flows from investing activities
Advance to related party		(20,803	)		–
Other receivable - related parties		(2,735	)		–
Net cash used in investing activities		(202,~~803~~735	)		–
Cash flows from financing activities:
Preferred stock sold for cash		106,900			–
Common stock issued for cash		6,000			–
Convertible note issued for cash		9,500			–
Preferred stock sold for cash		106,900			47,000
Other payables - related parties		–			97,212
Convertible note issued for cash		92,500			–
Net cash provided by financing activities		116,400			97,212
Other payables - related parties		(1,217	)		171,611
Net increase / decrease in cash		9,207			(3,212	)
Net cash provided by financing activities		204,183			218,611
Net increase / decrease in cash		1,588			(3,415	)
Cash, beginning of the period		7,277			6,833
Cash, end of the period	$	168,~~484~~865		$	3,~~621~~418
Supplemental cash flow disclosure:
Interest paid	$	–		$	–
Income taxes paid	$	–		$	–
Supplemental disclosure of non-cash transactions:
Retirement of common shares	$	8,000		$	200,000
Conversion of convertible notes to Series C Preferred Stock	$	9,500		$	–
Retirement of common shares	$	8,000		$	201,000
Note and interest paid by shareholder	$	–		$	77,186
Derivative liabilities	$	139,914		$	–
Acquisition of ownership interest in Godfrey	$	–		$	–

See accompanying ~~notes~~ notes to consolidated financial statements

Trans-Pacific Aerospace Company, Inc.

Notes to Unaudited Consolidated Financial Statements

~~January~~April 3130, 2017

NOTE 1 – BACKGROUND AND ORGANIZATION

Organization

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

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

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

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

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

Business Overview

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

The Company designs, manufactures and ~~sells~~ 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.

7The Company is expanding its business, by designing and distributing E-transport vehicles, including but not limited to electric bikes, scooters, tricycles, cars, buses and trucks. The Company holds global distribution rights for certain E-transport vehicles. The Company has received purchase orders and pre-orders for E-transport vehicles from the United States and certain African nations and the Company is developing a distribution network in the USA and Africa. The Company has not recognized and booked any revenue from the sale of E-transport vehicles. The Company is in discussions for the distribution of E-transport vehicles in Australia and New Zealand.

~~Going Concern~~7

~~The~~Going 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 $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 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.Concern

~~Management’~~The Company's ~~plans~~financial tostatements ~~continue~~are asprepared 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 ~~include~~basis, ~~raising~~which ~~additional~~contemplates ~~capital~~the ~~through~~realization ~~sales~~of assets and the settlement of ~~common~~liabilities in ~~stock~~the normal course of business. The Company incurred a net loss from operations of $1,061,568 during the six months ended April 30, 2017, and~~/or~~ an accumulated deficit of $26,372,100 at April 30, 2017. 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 ~~debt~~going ~~financing~~concern. ~~However,~~The ~~management~~ability ~~cannot~~of ~~provide~~the Company to ~~any~~continue ~~assurances~~as ~~that~~a going concern is dependent on the Company ~~will~~obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be ~~successful~~forced into ~~accomplishing~~cease ~~any~~development of ~~its plans~~operations.

~~The~~Management’s ~~Company~~plans ~~anticipates~~to ~~that~~continue ~~losses~~as ~~will~~a ~~continue~~going ~~until~~concern ~~such~~include ~~time,~~raising ifadditional ~~ever,~~capital ~~that~~through ~~the~~sales ~~Company~~of iscommon ~~able~~stock toand/or ~~generate~~a ~~sufficient~~debt ~~revenues to support its operations~~financing. ~~The~~However, ~~accompanying financial~~management ~~statements~~cannot ~~do not include~~ provide any ~~adjustments~~assurances that ~~might be necessary if~~ the Company iswill ~~unable~~be tosuccessful ~~continue~~in asaccomplishing aany ~~going~~of ~~concern~~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 (“U.S. GAAP”).~~Presentation

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 ~~(U.S.)~~ ~~for interim financial information and with the instructions to Form 10-Q and Rule 8-03~~ of ~~Regulation~~America ~~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 presentedU. ~~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~~S. 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, 2017GAAP”).

~~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 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.8

8Non-controlling interests

The Company’s accounts ~~non-controlling~~for ~~interest~~changes ~~arises~~in ~~from~~our ~~the~~controlling ~~purchase~~interests of ~~equity~~subsidiaries inaccording ~~Godfrey.~~to ItAccounting ~~represents~~Codification ~~the~~Standards ~~portion~~810 ~~of Godfrey that is not owned.~~– Consolidations (“ASC 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~~transactions, ~~the~~recording ~~Company~~no ~~presents~~gain ~~the~~or ~~portion~~loss ofon ~~the~~such ~~negative equity~~a ~~attributable to non-controlling interests in Godfrey~~sale. ~~In the Consolidated Statement of Operations, the Company presents the portion of current period net loss in Godfrey attributable to non-controlling interests.~~

~~Use~~The Company’s non-controlling interest arises from the purchase of ~~Estimates~~equity in Godfrey. It represents the portion of Godfrey that is not owned. ASC 810 requires that the Company account for the equity and income or loss on that operation separately from the Company’s other activities. In the equity section of the Consolidated Balance Sheet, the Company presents the portion of the negative equity attributable to non-controlling interests in Godfrey. In the Consolidated Statement of Operations, the Company presents the portion of current period net loss in Godfrey attributable to non-controlling interests.

~~The~~Use ~~preparation~~ of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.Estimates

~~Cash~~The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and ~~Cash~~assumptions that ~~Equivalents~~affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Cash ~~and~~ cash equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. There were no cash equivalents at January 31, 2017 and ~~October~~Cash ~~31, 2016.~~Equivalents

~~Concentration~~Cash and cash equivalents include investments with initial maturities of ~~Credit~~three ~~Risk~~months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. There were no cash equivalents at April 30, 2017 and October 31, 2016.

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

~~Impairment~~Inventories consist of ~~Long~~e-~~Lived~~bikes ~~Assets~~and are stated at the lower of cost or market, as determined using the weighted average cost method. Management compares the cost of inventories with the market value and an allowance is made for writing down the inventory to its market value, if lower than cost. On an ongoing basis, inventories are reviewed for potential write-down for estimated obsolescence or unmarketable inventories equal to the difference between the costs of inventories and the estimated net realizable value based upon forecasts for future demand and market conditions. When inventories are written-down to the lower of cost or market, it is not marked up subsequently based on changes in underlying facts and circumstances. As of April 30, 2017 and October 31, 2016, the Company determined that no reserves for obsolescence were necessary.

~~The~~Concentration 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 anCredit 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.Risk

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

~~The~~Impairment ~~Company has an indefinite-lived intangible asset (goodwill) relating to purchased blueprints, formulas, designs and processes for manufacturing and production~~ of ~~self~~Long-~~lubricated spherical~~Lived 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

9The Company has adopted FASB Accounting Standards Codification (ASC) 360-10, Property, Plant and Equipment FASB ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell.

~~Fair Value of Financial Instruments~~9

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 820Indefinite-~~10-50 details~~lived ~~the~~Intangible ~~disclosures that are required for items measured at fair value.~~Assets

The Company has ~~various~~an ~~financial~~indefinite-lived ~~instruments~~intangible ~~that~~asset ~~must~~(goodwill) berelating ~~measured~~to ~~under~~purchased ~~the~~blueprints, ~~new~~formulas, ~~fair~~designs ~~value~~and ~~standard~~processes ~~including:~~for ~~cash~~manufacturing and ~~debt.~~production ~~The~~of ~~Company~~self-lubricated spherical ~~currently~~bearings, ~~does~~bushings ~~not~~and ~~have non~~rod-~~financial assets~~end orbearings. ~~non~~The indefinite-~~financial~~lived ~~liabilities~~intangible ~~that~~asset ~~are~~is ~~required~~not toamortized; berather, ~~measured~~it atis ~~fair~~tested for ~~value~~impairment onat aleast ~~recurring~~annually ~~basis.~~by ~~The~~comparing ~~Company’s~~the ~~financial assets~~carrying ~~and~~amount ~~liabilities~~of ~~are~~the ~~measured~~asset ~~using~~with ~~inputs~~the ~~from~~fair ~~the~~value. ~~three~~An ~~levels~~impairment ofloss ~~the~~is ~~fair~~recognized if ~~value~~the ~~hierarchy.~~carrying ~~The~~amount ~~three~~is ~~levels~~greater ~~are~~than asfair ~~follows:~~value.

~~Level~~Fair 1Value ~~- Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. The fair value~~ of ~~the~~Financial ~~Company’s cash is based on quoted prices and therefore classified as Level 1.~~Instruments

~~Level~~The 2Company -adopted ~~Inputs~~FASB ~~include~~ASC ~~quoted~~820 ~~prices~~on ~~for~~October ~~similar~~1, ~~assets~~2008. ~~and~~Under ~~liabilities~~this inFASB, ~~active~~fair ~~markets,~~value ~~quoted~~is ~~prices~~defined ~~for~~as ~~identical~~the orprice ~~similar~~that ~~assets~~would orbe ~~liabilities~~received into ~~markets~~sell ~~that are~~an ~~not~~asset ~~active,~~or ~~inputs~~paid ~~other~~to ~~than~~transfer ~~quoted~~a ~~prices~~liability in ~~that~~an ~~are~~orderly ~~observable~~transaction ~~for~~between ~~the~~market ~~asset~~participants orat ~~liability~~the measurement date (ean exit price).~~g.,~~ ~~interest~~The ~~rates,~~standard ~~yield~~outlines ~~curves,~~a valuation ~~etc~~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 ~~inputs~~liabilities ~~that~~must ~~are~~be ~~derived~~measured ~~principally~~at ~~from~~fair orvalue, ~~corroborated~~and byFASB ~~observable~~ASC ~~market~~820-10-50 details ~~data~~the bydisclosures ~~correlation~~that orare ~~other~~required ~~means~~for ~~(market corroborated~~items ~~inputs)~~measured at fair value.

~~Level~~The 3Company -has ~~Unobservable~~various ~~inputs~~financial instruments that ~~reflect our~~must ~~assumptions~~be ~~about~~measured under the ~~assumptions~~new fair value standard including: cash and debt. The Company currently does not have non-financial assets or non-financial liabilities that ~~market~~are ~~participants~~required ~~would~~to ~~use~~be inmeasured ~~pricing~~at fair value on a recurring basis. The Company’s financial assets and liabilities are measured using inputs from the ~~asset~~three orlevels ~~liability~~of the fair value hierarchy. The three levels are as follows:

~~Cash,~~Level ~~accounts~~1 ~~payable,~~- ~~other~~Inputs ~~payables,~~are ~~and~~unadjusted ~~accrued~~quoted ~~expenses reported~~prices onin ~~the~~active ~~balance~~markets ~~sheet~~for ~~are~~identical ~~estimated~~assets byor ~~management~~liabilities that the Company has the ability to ~~approximate~~access ~~fair~~at ~~market~~the measurement date. The fair value ~~due~~of tothe ~~their~~Company’s ~~short~~cash ~~term~~is ~~nature~~based on quoted prices and therefore classified as Level 1.

~~The~~Level ~~following~~2 ~~tables~~- ~~provide~~Inputs ainclude ~~summary~~quoted ofprices ~~the~~for similar ~~fair~~assets ~~values~~and ofliabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and ~~liabilities:~~inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Fair Value Measurements at

January 31, 2017

Carrying

Value

January 31,

2017

Level 1

Level 2

Level 3

Liabilities:

Convertible notes payable – currently in default

260,000

–

260,000

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

10Cash, accounts payable, other payables, and accrued expenses reported on the balance sheet are estimated by management to approximate fair market value due to their short term nature.

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

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

The Company believes that the market rate of interest as of January 31, 2017 and October 31, 2016 was not materially different to the rate of interest at which the convertible notes payable were issued. Accordingly, the Company believes that the fair value of the convertible notes payable approximated their carrying value at January 31, 2017 and October 31, 2016 due to short term maturity.

			Fair Value Measurements at
			April 30, 2017
	Carrying
	Value
	April 30,
	2017		Level 1		Level 2		Level 3
Liabilities:
Convertible notes payable – currently in default	$	260,000	$	–	$	–	$	260,000
Convertible notes payable, net	$	45,500	$	–	$	–	$	45,500
Derivative liabilities	$	139,914	$	–	$	–	$	139,914

~~Revenue Recognition~~10

The Company received the initial order from one customer for its spherical bearings in December 2015. The Company manufactured and delivered these bearings in March 2016. The Company recognizes revenue on sales of products when the goods are delivered and title to the goods passes to the customer provided that: (i) there are no uncertainties regarding customer acceptance; (ii) persuasive evidence of an arrangement exists; (iii) the sales price is fixed and determinable; and (iv) collectability is reasonably assured.

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

~~Income~~The Company believes that the market rate of ~~Taxes~~interest as of April 30, 2017 and October 31, 2016 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 April 30, 2017 and October 31, 2016 due to short term maturity.

~~The Company accounts for income taxes under~~Revenue 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.Recognition

The ~~accounting~~Company ~~guidance~~received ~~for~~the ~~uncertainties~~initial inorder from ~~income~~one ~~tax~~customer ~~prescribes~~for aits ~~comprehensive~~spherical ~~model~~bearings ~~for~~in ~~the~~December ~~financial~~2015. ~~statement~~The ~~recognition,~~Company ~~measurement,~~manufactured ~~presentation,~~ and ~~disclosure of~~delivered ~~uncertain~~these ~~tax~~bearings ~~positions taken or expected to be taken~~ in ~~income~~March ~~tax returns~~2016. The Company recognizes arevenue ~~tax~~on ~~benefit~~sales ~~from~~of anproducts ~~uncertain tax~~when ~~position in~~ the ~~consolidated~~goods ~~financial~~are ~~statements~~delivered ~~only~~and ~~when~~title itto isthe ~~more~~goods ~~likely~~passes ~~than~~to ~~not that~~ the ~~position will be sustained~~customer ~~upon~~provided ~~examination,~~that: ~~including~~(i) there ~~resolution~~are ofno ~~any~~uncertainties ~~related~~regarding ~~appeals~~customer oracceptance; ~~litigation~~(ii) persuasive ~~processes,~~evidence ~~based~~of onan ~~the technical merits and a consideration~~arrangement ofexists; (iii) the ~~relevant~~sales ~~taxing~~price ~~authority’s~~is ~~widely~~fixed ~~understood~~and ~~administrative~~determinable; ~~practices~~ and ~~precedents~~(iv) collectability is reasonably assured.

NoThe ~~provision~~Company ~~for~~received ~~federal~~initial ~~income~~orders ~~taxes~~for ~~has been~~electric ~~recorded~~bikes ~~due~~from tocertain ~~the~~related ~~net~~parties ~~operating~~in ~~loss~~April ~~carry~~2017. ~~forwards~~The ~~totaling~~Company ~~approximately~~recognizes ~~$4,923,456~~revenue ason sales of ~~October~~bikes ~~31,~~when ~~2016~~the ~~that~~goods ~~will~~are ~~be offset~~delivered ~~against~~and ~~future~~title ~~taxable~~to ~~income. The~~the ~~available~~goods ~~net~~passes ~~operating~~to ~~loss~~the ~~carry~~customer ~~forwards~~provided ofthat: ~~approximately~~(i) there ~~$4,923,456~~are ~~will~~no ~~expire in~~uncertainties ~~various~~regarding ~~years~~customer ~~through~~acceptance; (ii) persuasive ~~2035.~~evidence Noof ~~tax~~an ~~benefit~~arrangement ~~has~~exists; ~~been~~(iii) the ~~reported~~sales inprice ~~the~~is ~~financial~~fixed ~~statements~~and ~~because~~determinable; ~~the~~and ~~Company~~(iv) ~~believes there~~cash is collected. aAs ~~50%~~of orApril ~~greater~~30, ~~chance~~2017, the ~~carry~~Company ~~forwards~~had ~~will~~not ~~expire~~recorded ~~unused~~any revenue from sale of bikes.

11Income 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 is recorded at cost and depreciated using straight line methods over the estimated useful lives of the related assets. The Company reviews the carrying value of long-term assets to be held and used when events and circumstances warrant such a review. If the carrying value of a long-lived asset is considered impaired, a loss is recognized based on the amount by which the carrying value exceeds the fair market value. Fair market value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. The cost of normal maintenance and repairs is charged to operations as incurred. Major overhaul that extends the useful life of existing assets is capitalized. When equipment is retired or disposed, the costs and related accumulated depreciation are eliminated and the resulting profit or loss is recognized in income. As of January 31, 2017, the useful lives of the office equipment ranged from five years to seven years.11

~~Issuance~~The ofaccounting ~~Shares~~guidance for ~~Non-Cash~~uncertainties ~~Consideration~~in income tax prescribes a comprehensive model for the financial statement recognition, measurement, presentation, and disclosure of uncertain tax positions taken or expected to ~~Non-Employees~~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.

~~The~~No ~~Company~~provision ~~accounts~~ for ~~the~~federal ~~issuance~~income oftaxes ~~equity~~has been ~~instruments~~recorded due to ~~acquire goods and/or services based on~~ the ~~fair~~net ~~value~~operating ofloss ~~the~~carry ~~goods~~forwards ~~and~~totaling ~~services~~approximately ~~received~~$4,923,456 oras ~~the fair value~~ of ~~the equity~~October ~~instrument~~31, at2016 ~~the~~that ~~time~~will ofbe ~~issuance,~~offset against ~~whichever~~future istaxable ~~more readily determinable~~income. The ~~Company's~~available ~~accounting~~net ~~policy~~operating ~~for~~loss ~~equity~~carry ~~instruments issued~~forwards toof ~~consultants~~approximately ~~and~~$4,923,456 ~~vendors~~will expire in ~~exchange~~various ~~for~~years ~~goods~~through ~~and services follows the provisions of standards issued by the FASB~~2035. ~~The~~ ~~measurement~~No ~~date~~tax ~~for~~benefit ~~the~~has ~~fair~~been ~~value~~reported ofin the ~~equity~~financial ~~instruments~~statements ~~issued~~because ~~is determined at~~ the ~~earlier~~Company ~~of (i) the date at which~~believes athere ~~commitment for performance by the consultant or vendor~~ is ~~reached~~a or50% ~~(ii) the date at which the consultant~~ or ~~vendor's~~greater ~~performance is~~chance ~~complete. In~~ the ~~case~~carry offorwards ~~equity~~will ~~instruments~~expire ~~issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement~~unused.

~~Stock-Based Compensation~~Equipment

~~Stock-based~~Equipment ~~compensation~~is recorded at cost toand ~~employees~~depreciated isusing ~~measured~~straight byline methods over the estimated useful lives of the related assets. The Company atreviews the ~~grant~~carrying ~~date~~value of long-term assets to be held and used when events and circumstances warrant such a review. If the carrying value of a long-lived asset is considered impaired, a loss is recognized based on the amount by which the carrying value exceeds the fair market value. ofFair market value is determined primarily using the ~~award,~~anticipated ~~over~~cash flows discounted at a rate commensurate with the ~~requisite~~risk ~~service~~involved. ~~period~~The ~~under~~cost of ~~ASC~~normal maintenance and repairs is charged to operations as incurred. Major overhaul that extends the useful life of existing ~~718~~assets is capitalized. ~~For~~When ~~options~~equipment ~~issued~~is toretired ~~employees~~or disposed, the ~~Company~~costs ~~recognizes~~and ~~stock~~related ~~compensation~~accumulated ~~costs~~depreciation ~~utilizing~~are eliminated and the ~~fair~~resulting ~~value~~profit ~~methodology~~or ~~over~~ loss is recognized in income. As of April 30, 2017, the ~~related~~useful ~~period~~lives of ~~benefit~~the office equipment ranged from five years to seven years.

~~Net~~Issuance ~~Loss~~of ~~Per~~Shares ~~Share~~for Non-Cash Consideration to Non-Employees

The Company ~~adopted~~accounts for the ~~standard~~issuance ~~issued~~of byequity ~~the~~instruments ~~FASB,~~to ~~which~~acquire ~~requires~~goods ~~presentation~~and/or ofservices ~~basic~~based ~~earnings~~on orthe ~~loss~~fair ~~per~~value ~~share~~of the goods and ~~diluted~~services ~~earnings~~received or ~~loss~~the ~~per~~fair ~~share.~~value ~~Basic~~of ~~income~~the ~~(loss)~~equity ~~per~~instrument ~~share~~at ~~(“Basic~~the ~~EPS”)~~time isof ~~computed~~issuance, bywhichever ~~dividing~~is ~~net~~more ~~income~~readily ~~(loss)~~determinable. ~~available~~The toCompany's ~~common~~accounting ~~stockholders~~policy byfor ~~the~~equity ~~weighted~~instruments ~~average~~issued ~~number~~to ofconsultants ~~common~~and ~~shares~~vendors ~~outstanding~~in ~~during~~exchange ~~the~~for ~~period.~~goods ~~Diluted~~and ~~earnings~~services ~~per~~follows ~~share~~the ~~(“Diluted~~provisions ~~EPS”)~~of ~~are~~standards ~~similarly calculated~~issued ~~using~~by the ~~treasury~~FASB. The ~~stock~~measurement ~~method~~date ~~except~~for ~~that~~ the ~~denominator~~fair isvalue ~~increased~~of ~~to reflect~~ the ~~potential~~equity ~~dilution~~instruments ~~that~~issued ~~would occur~~is ifdetermined ~~dilutive securities~~ at the ~~end~~earlier of (i) the ~~applicable~~date ~~period~~at ~~were~~which a ~~exercised.~~commitment ~~There~~for ~~were~~performance ~~convertible~~by ~~notes,~~the ~~5,035~~consultant ~~shares~~or ~~of convertible~~vendor ~~preferred~~is ~~stock,~~reached ~~2,000,000~~or ~~Series~~(ii) Athe ~~Warrants,~~date ~~2,000,000~~at ~~Series~~which Bthe ~~Warrants~~consultant ~~and~~or ~~options~~vendor's ~~for~~performance is ~~240,666,667~~complete. ~~shares~~In ~~outstanding as~~the case of ~~January~~equity ~~31,~~instruments ~~2017~~issued ~~that~~to ~~are~~consultants, ~~not~~the ~~included~~fair invalue of the ~~calculation~~equity ofinstrument ~~Diluted~~is ~~EPS~~recognized asover the ~~their~~term ~~impact~~of ~~would~~the beconsulting ~~anti-dilutive~~agreement.

12Stock-Based Compensation

	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

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 April 30, ~~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.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. ASU 2014-15 explicitly requires management to evaluate, at each annual or interim reporting period, whether there are conditions or events that exist which raise substantial doubt about an entity's ability to continue as a going concern and to provide related disclosures. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and annual and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the impact of adopting this new standard on its financial statement disclosures.12

In February, 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. ASU 2015-02 provides guidance on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). ASU 2015-02 is effective for periods beginning after December 15, 2015. The adoption of ASU 2015-02 is not expected to have a material effect on the Company’s consolidated financial statements. Early adoption is permitted.

	For the Six months Ended April 30,
	2017			2016

Net loss attributable to the Company	$	(989,010	)		(2,181,923	)

Basic and diluted net loss from operations per share	$	(0.00	)		(0.00	)

Weighted average number of common shares outstanding, basic and diluted		4,673,538,395			3,303,428,943

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

13In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. This ASU simplifies the presentation of deferred income taxes by eliminating the requirement for entities to separate deferred tax liabilities and assets into current and noncurrent amounts in classified balance sheets. Instead, it requires deferred tax assets and liabilities be classified as noncurrent in the balance sheet. ASU 2015-17 is effective for consolidation financial statements issued for annual periods beginning after December 15, 2016. Early adoption is permitted, and this ASU may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company has not yet selected a transition method and is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.

In ~~November~~March ~~2015~~2016, the FASB issued ASU ~~2015~~2016-1709, ~~Income~~Compensation—Stock ~~Taxes~~Compensation (Topic ~~740~~718): ~~Balance~~Improvements ~~Sheet~~to ~~Classification~~Employee ofShare-Based ~~Deferred~~Payment ~~Taxes~~Accounting. ~~This~~The ASU ~~simplifies~~is ~~the~~intended to ~~presentation~~simplify various aspects of ~~deferred~~accounting ~~income taxes~~for byshare-based ~~eliminating~~compensation ~~the~~arrangements, ~~requirement~~including ~~for~~the ~~entities~~income totax ~~separate~~consequences, ~~deferred~~classification of ~~tax~~awards ~~liabilities~~as ~~and~~either ~~assets~~equity ~~into~~or ~~current~~liabilities, and ~~noncurrent~~classification ~~amounts in~~on ~~classified~~the ~~balance~~statement ~~sheets~~of cash flows. ~~Instead,~~The itnew guidance requires ~~deferred~~all excess tax ~~assets~~benefits and ~~liabilities~~tax bedeficiencies ~~classified~~related asto ~~noncurrent~~share-based payments to be recognized in ~~the~~income ~~balance~~tax expense, and for those excess ~~sheet~~tax benefits to be recognized regardless of whether it reduces current taxes payable. The ASU ~~2015~~also allows an entity-17wide isaccounting policy ~~effective~~election to either estimate the number of awards that are expected to vest or account for ~~consolidation~~forfeitures ~~financial~~as ~~statements~~they ~~issued~~occur. For public companies, these amendments are effective for ~~annual~~fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. ~~Early~~ ~~adoption~~ASU is2016-06 ~~permitted,~~will ~~and~~be ~~this~~effective ~~ASU~~for ~~may~~the beCompany ~~applied~~beginning ~~either~~on ~~prospectively~~January to1, ~~all~~2018. ~~deferred~~Different ~~tax~~methods ~~liabilities~~of adoption are required for the various amendments and ~~assets~~early oradoption ~~retrospectively to~~is ~~all~~permitted, ~~periods~~but ~~presented.~~all ~~The~~of ~~Company~~the ~~has~~amendments ~~not~~must ~~yet~~be ~~selected~~adopted ain ~~transition~~the ~~method~~same ~~and~~period. The Company is currently evaluating the impact of the adoption of this ~~standard~~guidance on its ~~consolidated~~ financial ~~statements~~condition, results of operations and cash flows.

InOther ~~March~~recent ~~2016,~~accounting ~~the~~pronouncements ~~FASB~~ issued ~~ASU 2016-09,~~ ~~Compensation—Stock~~by ~~Compensation~~the FASB (~~Topic~~including ~~718):~~its ~~Improvements~~Emerging toIssues ~~Employee~~Task ~~Share-Based Payment Accounting. The ASU is intended to simplify various aspects of accounting for share-based compensation arrangements~~Force), ~~including~~ the ~~income~~American ~~tax~~Institute ~~consequences, classification~~ of ~~awards~~Certified asPublic ~~either equity or liabilities~~Accountants, and ~~classification on~~ the ~~statement of cash flows. The new guidance requires all excess~~United ~~tax~~States ~~benefits~~Securities and ~~tax~~Exchange ~~deficiencies~~Commission ~~related~~did tonot share-based payments to be recognized in income tax expense, and for those excess tax benefits to be recognized regardless of whether it reduces current taxes payable. The ASU also allows an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or ~~account for forfeitures as they occur. For public companies, these amendments~~ are ~~effective~~not ~~for~~believed ~~fiscal~~by ~~years,~~management ~~and~~to ~~interim~~have ~~periods~~a ~~within~~material ~~those~~impact ~~fiscal~~on ~~years, beginning after December 15, 2016. ASU 2016-06 will be effective for~~ the Company ~~beginning on January 1, 2018. Different methods of adoption are~~’s ~~required~~present ~~for~~or ~~the~~future ~~various~~consolidated ~~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~~statements.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.13

NOTE 3 – ACCOUNTS RECEIVABLE

The Company received the initial order from one customer for its spherical bearings in December 2015. The Company manufactured and delivered these bearings in March 2016. The Company recorded sales and accounts receivable of $109,140 and $0 for cost of sales due to all related costs and expenses were expensed in prior years. All accounts receivable are due 90 days from the date billed based on the Company’s collection policy and agreed by the customer. As of ~~January~~April 3130, 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.

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.

14In May 2016, the Company entered into a Licensing and Consulting Services Agreement with an Australian entity pursuant to which it agreed to assist such Australian entity to develop a market for aerospace bearings in Australia, Southern Asia (except China), Asia and Africa. The Company will assist such entity with the manufacture of these products to service these markets. The Company agreed to grant such entity a license to market these products under the name of TPAC Australia. This agreement has a term of 1 year and be automatically renewable in annual periods unless terminated earlier. The Company shall be paid $1 million annually for time actually spent performing its duties under this Agreement. The Company agreed not to solicit any employee or consultant of the Australian entity for a period of 3 years following termination of the Agreement. The Company had not recognized any revenue related to this service level agreement as collectability is not reasonably assured.

~~In May 2016, the Company entered into a Licensing~~NOTE ~~and~~4 ~~Consulting~~– ~~Services~~PROPERTY ~~Agreement~~AND with an Australian entity pursuant to which it agreed to assist such Australian entity to develop a market for aerospace bearings in Australia, Southern Asia (except China), Asia and Africa. The Company will assist such entity with the manufacture of these products to service these markets. The Company agreed to grant such entity a license to market these products under the name of TPAC Australia. This agreement has a term of 1 year and be automatically renewable in annual periods unless terminated earlier. The Company shall be paid $1 million annually for time actually spent performing its duties under this Agreement. The Company agreed not to solicit any employee or consultant of the Australian entity for a period of 3 years following termination of the Agreement. The Company had not recognized any revenue related to this service level agreement as collectability is not reasonably assured.EQUIPMENT

~~NOTE~~As of April 30, 2017 and October 31, 2016, 4the –Company ~~PROPERTY~~had ~~AND~~office ~~EQUIPMENT~~equipment of $1,898 and 2,500, net of accumulated depreciation of $6,508 and $5,906, respectively. For the six months ended April 30, 2017 and 2016, the Company recorded depreciation expenses of $602 and $602, respectively.

AsNOTE ~~of January 31, 2017 and October 31, 2016, the Company had office equipment of $2,199 and 2,500, net of accumulated depreciation of $6,207 and $~~5~~,906,~~ ~~respectively.~~- ~~For~~RELATED ~~the three~~PARTY ~~months ended January 31, 2017 and 2016, the Company recorded depreciation expenses of $301 and $301, respectively.~~TRANSACTIONS

~~NOTE~~Due 5to -lack ~~RELATED~~of ~~PARTY~~sufficient ~~TRANSACTIONS~~funding to maintain the Company’s operations, the Company’s officers and directors loaned money to the Company for short term cash flow needs. As of April 30, 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 $0 and 1,217 at April 30, 2017 and October 31, 2016, respectively.

~~Due~~During tothe ~~lack~~year ofended ~~sufficient~~October ~~funding~~31, to2016, ~~maintain~~ the Company’s ~~operations~~borrowed $179,379 ~~the~~from ~~Company’s~~various ~~officers~~shareholders ~~and~~under ~~directors~~oral ~~loaned~~agreements. ~~money~~This toamount ~~the~~bears ~~Company~~no ~~for~~interest ~~short~~and ~~term~~is ~~cash~~due ~~flow needs~~on demand. In Asaddition, ofa ~~January~~shareholder 31made repayment of $77,186 ~~2017~~on ~~and~~behalf ~~October~~of ~~31,~~the ~~2016,~~Company Mrto pay off the Apollo Note as described in Note 6 below. ~~Peter~~The ~~Liu~~amount ~~had~~is ~~payables~~recorded ~~due~~under torelated ~~him~~party ~~from~~payable ~~Godfrey~~and ofthe ~~$60,000~~amount bears no interest and is due on demand. In July 2016, $6043,000~~; respectively;~~ ~~The~~of ~~Company~~the ~~had~~principal ~~receivables~~amount ~~due~~was converted to ~~(from)~~97,217,391 ~~HAC~~shares ~~amounted~~of tothe ~~$1,217~~Company’s ~~and~~common ~~1,217~~stock. atAs ~~January~~of 31April 30, 2017 and October 31, 2016, the outstanding balance was $211,311 and $211,311, respectively.

During the year ended October 31, 2016, the Company borrowed $179,379 from various shareholders under oral agreements. This amount bears no interest and is due on demand. In addition, a shareholder made repayment of $77,186 on behalf of the Company to pay off the Apollo Note as described in Note 6 below. The amount is recorded under related party payable and the amount bears no interest and is due on demand. In July 2016, $43,000 of the principal amount was converted to 97,217,391 shares of the Company’s common stock. As of January 31, 2017 and October 31, 2016, the outstanding balance was $211,311 and $211,311, respectively.14

As of ~~January~~April 3130, 2017 and October 31, 2016, the total outstanding amount due to related parties was $272,~~528~~311 and $272,528, respectively. For the amount ~~of $272,528~~ outstanding as of ~~January 31~~April 30, 2017 and October 31, 2016, $211,311 was owed to two shareholders as disclosed in Note 7, commitments and contingencies.

During the ~~three~~six months ended ~~January~~April 3130, 2017, the Company advanced $20,803 to William McKay, the Company’s Chief Executive Officer, as short term loan. This amount bears no interest and is due on demand. As of ~~January~~April 3130, 2017, the outstanding amount was $202,~~803~~735.

During the year ended October 31, 2016, the wife of the Company’s Chief Executive Officer purchased 177 shares of its Series A preferred stock in consideration of $92,500. As of ~~January~~April 3130, 2017, 3all of these shares had ~~not~~ been issued ~~and were recorded as preferred stock to be issued~~.

During the year ended October 31, 2016 and the ~~three~~six months ended ~~January~~April 3130, 2017, the son of the Company’s Chief Executive Officer purchased ~~778~~788 shares of its Series A preferred stock in consideration of $317,900. As of ~~January~~April 3130, 2017, ~~425~~124 of these shares had not been issued and were recorded as preferred stock to be issued.

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

15In 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.

In December 2016, the Company issued ~~1,300 shares~~200 shares of its Series B preferred stock to ~~its~~a ~~Chief~~director ~~Executive Officer~~ in consideration of services rendered. These shares are not convertible or redeemable and have a stated value of $10 per share.

In ~~December~~September 2016, the Company ~~issued~~entered ~~200~~into a ~~shares~~consulting agreement (“Consulting Agreement”) with Woodward Global, Ltd. (“WG”), a Nevada corporation owned by Mr. Angus McKay, son of ~~its~~William ~~Series~~R. BMcKay, ~~preferred~~the ~~stock~~Company’s Chairman and CEO. Pursuant to the Consulting Agreement, the Company will provide consulting services to WG for a ~~director~~period inof twelve (12) months for a total consideration of ~~services rendered~~$2,000,000. However, ~~These~~due ~~shares~~to ~~are~~the ~~not~~uncertainty ~~convertible~~on orcollectability, ~~redeemable~~the Company will only record cash received as other income because providing ~~and~~consulting ~~have~~services ais ~~stated~~not ~~value~~within the normal course of the Company’s business. For the six months ended April 30, 2017, the Company collected and recorded $10102,700 ~~per~~as ~~share~~other income.

In ~~September~~April ~~2016~~2017, the Company ~~entered~~issued ~~into a consulting agreement (“Consulting Agreement”) with Woodward Global~~1,000 ~~Ltd.~~shares of ~~(“WG”),~~its aSeries ~~Nevada~~A ~~corporation owned~~Convertible byPreferred ~~Mr.~~Stock to Angus McKay, son of William R. McKay, the ~~Company’s Chairman and~~ CEO. ~~Pursuant~~of to the ~~Consulting Agreement~~Company, ~~the~~ ~~Company~~upon ~~will~~execution ~~provide~~of ~~consulting~~a consulting services toagreement. WGThese ~~for~~shares awere ~~period~~valued ofat ~~twelve (12) months for a total consideration of~~ $2600,000~~,000. However,~~ ~~due~~based ~~to the uncertainty~~ on ~~collectability,~~closing ~~the~~price ~~Company will only record cash received as other income because providing consulting services is not within the normal course~~ of the ~~Company’s~~underlying ~~business.~~common ~~For~~stock ~~the~~if ~~three months ended January 31, 2017, the Company collected and recorded $102,700 as other income~~converted.

NOTE 6 – CONVERTIBLE NOTES PAYABLE

As part of the acquisition of HAC, the ~~Company~~ Company assumed $260,000 of obligations under a convertible note. The convertible note assumed by the Company does not bear interest and became payable on March 12, 2011. The note is convertible into shares of the Company’s common stock at an initial conversion price of $0.25 per share. The conversion price is subject to adjustment for stock splits and combinations; certain dividends and distributions; reclassification, exchange or substitution; reorganization, merger, consolidation or sales of assets. As the convertible note does not bear interest, the Company recorded the present value of the convertible note obligation at $239,667 and accordingly recorded a convertible note payable for $260,000 and a corresponding debt discount of $20,333. Under the effective interest method, the Company accretes the note obligation to the face amount of the convertible note over the remaining term of the note. The discount was fully amortized at March 12, 2011. Debt discount expense totaled $7,452 and $12,880 for the years ended October 31, 2011 and 2010 respectively. The Company performed an evaluation and determined that the anti-dilution clause did not require derivative treatment. On September 16, 2011, the Company entered into an agreement with the note holder to extend the maturity date of the note. Pursuant to the agreement, the entire outstanding amount became fully due and payable on December 31, 2011. The note is now currently in default. For the ~~three~~six months ended ~~January~~April 3130, 2017 and 2016, the Company recorded imputed interest of $49,~~550~~100 and $49,~~550~~100, respectively.

On February 8, 2016, the Company entered into a Securities Purchase Agreement with Crown Bridge Partners, LLC, pursuant to which the Company sold an 8% Convertible Promissory Note with an original principal amount of $40,000 (the “Crown Bridge Note”). The principal amount consists of a consideration of $36,000 plus $4,000 OID. The maturity date shall be 12 months from the issue date. The Crown Bridge Note is convertible anytime into the Company’s common stock at a price equal to 55% multiplied by the lowest trading price on the OTCQB or other applicable principal trading market during the 20 trading days prior to the conversion date. If the trading price for the common stock is equal to or lower than $0.003, then an additional discount of 10% shall be factored into the variable conversion price. However, due to misplacement of the agreement, the Company mistakenly recorded the cash received as other payables on February 8, 2016.15

~~Upon~~On ~~discovery~~February of8, 2016, the ~~mistake~~Company inentered ~~August~~into a Securities Purchase Agreement with Crown Bridge Partners, ~~2016~~LLC, pursuant to which the Company ~~analyzed~~sold ~~the~~an ~~conversion~~8% ~~option~~Convertible Promissory Note with an original principal amount of $40,000 (the “Crown Bridge Note”). ~~for~~The ~~derivative~~principal ~~accounting~~amount ~~consideration~~consists ~~under~~of ~~ASC~~a ~~815-15 “Derivatives~~consideration ~~and~~of ~~Hedging”~~$36,000 ~~and~~plus ~~determined~~$4,000 ~~that~~OID. ~~the~~The ~~instrument~~maturity ~~should~~date shall be ~~classified~~12 asmonths ~~liability~~from on the ~~agreement~~issue date. ~~due~~The toCrown ~~there~~Bridge ~~being no~~Note ~~explicit~~is ~~limit~~convertible toanytime into the ~~number~~Company’s ofcommon ~~shares~~stock toat bea ~~delivered~~price ~~upon~~equal ~~settlement~~to of55% multiplied by the ~~above~~lowest ~~conversion~~trading ~~options~~price ~~for~~on the ~~Crown~~OTCQB ~~Bridge Note~~or ~~issued.~~other ~~The~~applicable principal ~~Company~~trading ~~then~~market ~~calculated~~during the ~~fair~~20 ~~value~~trading ofdays prior to the conversion ~~option~~date. ~~and~~If ~~discount~~the ontrading ~~the~~price ~~Crown~~for ~~Bridge~~the ~~Note.~~common ~~For~~stock ~~the~~is ~~year~~equal ~~ended~~to ~~October~~or ~~31,~~lower ~~2016~~than $0.003, ~~the~~then ~~Company~~an ~~recorded~~additional adiscount ~~total~~ of ~~$123,740~~10% asshall ~~derivative~~be ~~expense~~factored ~~and~~into ~~change~~the invariable ~~fair~~conversion ~~value~~price. ~~of derivative~~However, ~~liabilities~~due ~~and~~to amisplacement ~~note discount~~ of ~~$40~~the agreement,~~000~~ ~~for~~the Company mistakenly recorded the ~~Crown~~cash ~~Bridge~~received ~~Note~~as other payables on February 8, 2016.

InUpon discovery of the mistake in August, 2016, the Company analyzed the ~~note~~conversion ~~holder~~option ~~exercised~~of the Crown Bridge Note for derivative accounting consideration under ASC 815-15 “Derivatives ~~right~~and toHedging” ~~fully~~and ~~convert~~determined that the ~~principal~~instrument ~~amount~~should ~~plus~~be ~~accrued~~classified ~~interest~~as ofliability ~~$1,650~~on the agreement date due to ~~154,260,850~~there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options for the Crown Bridge Note issued. The Company’s ~~common~~then calculated the fair value of the conversion option and discount on the Crown Bridge Note. For the ~~stock~~year ended October 31, 2016, the Company recorded a total of $123,740 as derivative expense and change in fair value of derivative liabilities and a note discount of $40,000 for the Crown Bridge Note.

16In August 2016, the note holder exercised the right to fully convert the principal amount plus accrued interest of $1,650 to 154,260,850 shares of the Company’s common stock.

From December 2016 through January 2017, the Company issued $9,500 in convertible promissory notes. These notes are automatically convertible into Series C Preferred Stock at a price of $500 per share upon the effective date our reincorporation as a Wyoming corporation, which became effective on January 27, 2017. The terms of the Series C Preferred Stock have been approved by our board of directors and the shares of Series C Preferred Stock will be issued upon filing of Articles of Amendment with the Wyoming Secretary of State designating 100,000 shares of our preferred stock as Series C Preferred Stock, which was filed on March 6, 2017. The Series C Preferred Stock will have a stated value of $500 per share. Holders of the Series C Preferred Stock will not have any preferential dividend or liquidation rights or any conversion rights. However, on or after the six-month anniversary after the issuance date for any share of Series C Preferred (an “Issuance Date”), each holder of Series C Preferred Stock has the option to redeem the Series C Preferred at the Redemption Price which is (i) 125% of the Stated Value for the period beginning on the 6-month anniversary of the Issuance Date and ending 1-day prior to the 12-month anniversary of the Issuance Date; (ii) 150% of the Stated Value for the period beginning on the 12-month anniversary of the Issuance Date and ending 1-day prior to the 18-month anniversary of the Issuance Date and (iii) 200% of the Stated Value for the period beginning on the 18-month anniversary of the Issuance Date and any date thereafter. As of ~~January~~April 3130, 2017, the shares of Series C Preferred Stock had ~~not~~ been issued ~~yet~~and recorded as current liabilities, redeemable preferred stock – Series C.

AsIn ofMarch ~~January 31~~2017, ~~2017~~the ~~and~~Company ~~October~~entered 31into a Securities Purchase Agreement with Crown Bridge Partners, ~~2016~~LLC, pursuant to which the ~~outstanding~~Company sold an 8% Convertible Promissory Note with an original principal amount of $45,000 (the ~~convertible~~“Crown ~~notes~~Bridge ~~was~~Note 2”). The principal amount consists of a consideration of $939,~~500~~000 ~~and~~plus $06,000 ~~respectively~~OID. The maturity date shall be 12 months from the issue date. The Crown Bridge Note 2 is convertible anytime into the Company’s common stock at a price equal to lesser of $0.00018 or 40% multiplied by the lowest trading price on the OTCQB or other applicable principal trading market during the 20 trading days prior to the conversion date.

~~NOTE~~The 7Company analyzed the conversion option of the Crown Bridge Note 2 for derivative accounting consideration under ASC 815-15 ~~COMMITMENTS~~“Derivatives ~~AND~~and ~~CONTINGENCIES~~Hedging” and determined that the instrument should be classified as liability on the agreement date due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options for the Crown Bridge Note 2 issued. The Company then calculated the fair value of the conversion option and discount on the Crown Bridge Note 2. For the six months ended April 30, 2017, the Company recorded a total of $94,914 as derivative expense and change in fair value of derivative liabilities and a note discount of $45,000 for the Crown Bridge Note 2.

~~Consulting Agreements~~ 16

~~The~~In ~~Company~~March ~~has~~2017, the Company entered into ~~consulting~~a ~~agreements~~Securities ~~for~~Purchase ~~services~~Agreement towith bePower ~~provided~~Up Lending Group, pursuant to which the Company insold ~~the~~an ~~ordinary~~12% ~~course~~Convertible Promissory Note with an original principal amount of ~~business~~$38,000 (the “Power Up Note”). ~~These~~The ~~agreements~~maturity ~~call~~date ~~for~~is ~~expense~~December ~~reimbursement~~ 5, 2017 and ~~various~~is ~~payments~~convertible ~~upon~~beginning on ~~performance~~the 180th day into the Company’s common stock at a price equal to 58% multiplied by the average of ~~services~~the lowest three trading price on the OTCQB or other applicable principal trading market during the 15 trading days prior to the conversion date.

OnThe ~~February~~Company 1,analyzed ~~2016,~~ the ~~Company~~conversion ~~entered into~~option aof ~~consulting~~the ~~service~~Power ~~agreement~~Up ~~with~~Note ~~Mr. Nicholas Nguyen~~ for aderivative ~~period~~accounting ofconsideration 24under ~~months.~~ASC ~~Upon~~815-15 ~~execution~~“Derivatives ofand ~~this~~Hedging” ~~agreement,~~and ~~the Company~~determined ~~shall~~that ~~issue~~the ~~total~~instrument ofshould ~~100~~be ~~shares~~classified ~~of its convertible preferred stock~~ as ~~compensation~~liability ~~for~~beginning ~~Mr.~~on ~~Nguyen’s~~the ~~services.~~180th ~~All~~day ~~shares were~~due ~~fully~~to ~~vested~~there atbeing ~~grant~~no ~~date~~explicit ~~and~~limit to ~~consulting~~the ~~expense~~number of ~~$600,000~~shares ~~was~~to ~~recorded~~be ~~for~~delivered ~~the~~upon ~~year~~settlement ~~ended October 31, 2016. As~~ of ~~January 31, 2017,~~ the ~~shares~~above ~~had~~conversion ~~not~~options ~~been~~for ~~issued and~~ the ~~Company~~Power ~~recorded~~Up ~~accrued~~Note ~~expense of $600,000~~issued.

OnAs ~~February~~of ~~22,~~April ~~2016~~30, ~~the~~2017 ~~Company entered into an agreement with Ms. Lixin Chen to perform marketing~~ and ~~operation~~October ~~consulting services for the year ended December~~ 31, 2016~~. Upon execution of this agreement~~, the ~~Company~~outstanding ~~shall~~amount ~~issue total~~ of ~~300~~the ~~shares of its~~ convertible ~~preferred~~notes ~~stock~~was as$45,500 ~~compensation for Ms. Chen’s services. All shares were fully vested at grant date. The Company issued the shares in May~~ and ~~recorded~~ $19,~~260~~500,~~000 as~~ ~~consulting~~net ~~fee~~of ~~for~~note ~~the~~discount ~~year~~of ~~ended~~$37,500 ~~October~~and 31$0, ~~2016~~respectively.

OnNOTE ~~July~~7 23, 2016, the Company entered into a business consultant agreement with Global Savings Organization pursuant to which GSO agreed to provide business campaign consulting services for the Company’s products for a six-~~month~~ ~~period.~~COMMITMENTS InAND consideration of 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 agreement and 200 shares issued in each of the successive four months. The Company issued all the shares during the quarter ended October 31, 2016 and recorded a consulting fee of $700,000 in the year ended October 31, 2016. Further on November 29, 2016, the Company signed an addendum agreement with GSO to extend the service term for an additional one month from the original agreement date. Upon execution of the addendum agreement, the Company issued 200 shares of its Series A Convertible Preferred Stock to GSO and recorded $120,000 as consulting fee for the three months ended January 31, 2017.CONTINGENCIES

17Consulting Agreements

~~Employment~~The ~~Agreements~~Company has entered into consulting agreements for services to be provided to the Company in the ordinary course of business. These agreements call for expense reimbursement and various payments upon performance of services.

On February 1, ~~2010~~2016, the Company entered into ana ~~Employment~~consulting ~~Agreement~~service agreement with ~~William McKay~~Mr. ~~Under~~Nicholas ~~the~~Nguyen ~~agreement,~~for ~~Mr.~~a ~~McKay~~period ~~will~~of ~~receive~~24 amonths. ~~base~~Upon ~~salary~~execution of ~~$180~~this agreement,~~000,~~ ~~plus~~the ~~an initial~~Company ~~bonus~~shall issue total of ~~1,200,000~~100 shares of ~~the~~its ~~Company’s~~convertible ~~common~~preferred stock ~~(to~~as becompensation ~~issued~~for inMr. ~~300,000~~Nguyen’s ~~share blocks on a quarterly basis)~~services. ~~The shares~~All shares were ~~valued~~fully ~~based~~vested onat ~~the~~grant ~~closing stock price on the~~ date ofand ~~the~~consulting ~~agreement.~~expense ~~The initial term~~ of ~~the Employment Agreement expired on January 31~~$600,000 ~~2011~~was ~~and~~recorded ~~automatically renewed~~ for anthe ~~additional one-~~year ~~term. The agreement~~ ended ~~January~~October 31, ~~2013 and Mr~~2016. ~~McKay agreed to continue serve as the Company’s CEO without base salary.~~ As of ~~January 31~~April 30, 2017, ~~and~~the ~~October~~shares ~~31,~~had ~~2016, the~~not ~~total~~been ~~accrued~~issued ~~salaries~~and ~~owed~~the toCompany ~~Mr.~~recorded ~~McKay~~accrued ~~were~~expense of $0600,000.

~~Lease~~On ~~Agreement~~February 22, 2016, the Company entered into an agreement with Ms. Lixin Chen to perform marketing and operation consulting services for the year ended December 31, 2016. Upon execution of this agreement, the Company shall issue total of 300 shares of its convertible preferred stock as compensation for Ms. Chen’s services. All shares were fully vested at grant date. The Company issued the shares in May and recorded $1,260,000 as consulting fee for the year ended October 31, 2016.

InOn ~~October~~July ~~2010~~23, 2016, the Company entered into a business consultant agreement with Global Savings Organization pursuant to which GSO agreed to provide business campaign consulting services for the Company’s products for a six-month period. In consideration of GSO services, the Company agreed to issue ~~lease~~GSO 1,000 shares of its ~~administrative~~series ~~offices~~A preferred stock, of which 200 shares were to be issued upon execution of the agreement and 200 shares issued in each of the successive four months. The ~~lease~~Company ~~expired~~issued ~~November~~all ~~30,~~the ~~2012~~shares ~~and~~during ~~currently~~the ~~calls~~quarter ~~for~~ended ~~monthly~~October ~~rental~~31, ~~payments~~2016 and recorded a consulting fee of $~~970~~700,000 in the year ended October 31, 2016. Further on November 29, 2016, the Company signed ~~pursuant~~an toaddendum aagreement ~~month~~with GSO to extend the service term for an additional one month from the original agreement date. Upon execution of the addendum agreement, the Company issued 200 shares of its Series A Convertible Preferred Stock to GSO and recorded $120,000 as consulting fee for the six months ended April 30, 2017.

~~The~~In ~~Company~~September ~~leases a facility in Dongguan~~2016, ~~China~~the ~~under~~Company aentered ~~12-year~~into ~~lease.~~a ~~This~~consulting ~~facility~~agreement ~~has~~(“Consulitng ~~approximately~~Agreement”) ~~5,000~~with ~~square~~Woodward ~~feet. The rental rate is approximately $1~~Global,~~565~~ ~~monthly~~Ltd. ~~The~~(“WG”), ~~Company~~a ~~leases~~Nevada ancorporation ~~apartment~~owned inby ~~the Nancheng District of Dongguan~~Mr. ~~The~~Angus ~~apartment~~McKay, isson ~~approximately~~of ~~1,700~~William ~~square feet~~R. ~~The lease rate is approximately $760 monthly~~McKay, ~~including~~our ~~all~~Chairman ~~utilities~~ and ~~management fees~~CEO. ~~The~~Pursuant ~~apartment~~to ~~lease~~the isConsulting ~~renewed through January 31~~Agreement, ~~2019.~~we ~~The~~will ~~Company’s~~provide ~~commitment~~consulting ~~for~~services ~~minimum~~to ~~lease~~WG ~~payment~~for ~~under~~a ~~these~~period ~~operating leases as~~ of ~~January~~twelve ~~31,~~(12) ~~2017~~months for ~~the~~a ~~next~~total ~~five~~consideration ~~years~~of ~~is as follows:~~$2,000,000.

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

In April 2017, the Company issued 1,000 shares of its Series A Convertible Preferred Stock to Mr. Angus McKay, son of William R. McKay, our Chairman and CEO, upon execution of a consulting agreement. Pursuant to the agreement, Angus will provide consulting services with regard to the management of Export-Import affairs for the Company for a minimum period of twelve months.

~~Payables to Related Parties~~17

~~During~~Employment 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.Agreements

~~NOTE~~On 8February –1, ~~CAPITAL~~2010, ~~STOCK~~the ~~TRANSACTIONS~~Company entered into an Employment Agreement with William McKay. Under the agreement, Mr. McKay will receive a base salary of $180,000, plus an initial bonus of 1,200,000 shares of the Company’s common stock (to be issued in 300,000 share blocks on a quarterly basis). The shares were valued based on the closing stock price on the date of the agreement. The initial term of the Employment Agreement expired on January 31, 2011 and automatically renewed for an additional one-year term. The agreement ended January 31, 2013 and Mr. McKay agreed to continue serve as the Company’s CEO without base salary. As of April 30, 2017 and October 31, 2016, the total accrued salaries owed to Mr. McKay were $0.

~~Preferred~~Lease ~~Stock~~Agreement

~~Effective~~In ~~January~~October 272010, ~~2017,~~ the Company ~~completed a~~entered ~~change~~into ~~of domicile (the “Reincorporation”) to Wyoming from Nevada by means of~~ a lease ~~merger~~ of ~~Trans-Pacific~~its ~~Aerospace Company~~administrative ~~Inc~~offices., aThe ~~Nevada~~lease ~~corporation~~expired ~~with~~November 30, 2012 and ~~into~~currently ~~the~~calls ~~Company’s~~for ~~wholly-owned~~monthly ~~subsidiary,~~rental ~~Trans-Pacific~~payments ~~Aerospace~~of ~~Company,~~$970 ~~Inc.,~~pursuant to a ~~Wyoming~~month ~~corporation~~to month agreement.

18The Company leases a facility in Dongguan, China under a 12-year lease. This facility has approximately 5,000 square feet. The rental rate is approximately $1,565 monthly. The Company leases an apartment in the Nancheng District of Dongguan. The apartment is approximately 1,700 square feet. The lease rate is approximately $760 monthly, including all utilities and management fees. The apartment lease is renewed through January 31, 2019. The Company’s commitment for minimum lease payment under these operating leases as of April 30, 2017 for the next five years is as follow:

The Company is authorized to issue up to 5,000,000 shares of its $0.001 preferred stock and has designated 20,000 as Series A Convertible Preferred Stock and 1,500 Series B Preferred Stock as described below:

Year	Minimum lease payment

2018	$	27,900
2019		25,620
2020		18,780
2021		18,780
2022 and after		126,765
Total	$	217,845

~~Series~~Payables Ato ~~Convertible~~Related ~~Preferred Stock~~Parties

~~Series~~During Athe ~~Convertible~~year ~~Preferred~~ended ~~Stock~~October ~~has~~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 ~~following~~on ~~characteristics:~~the terms of the loan. There are currently no claims against the Company on the outstanding amount of $211,311.

i.NOTE ~~Each~~8 ~~share~~– ofCAPITAL STOCK 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.TRANSACTIONS

~~ii. In shareholder votes, each share of Series A Convertible~~ Preferred Stock ~~would have voting power equal to 1,000,000 shares of Common Stock.~~

~~During~~Effective ~~the~~January ~~year ended October 31~~27, ~~2016~~2017, ~~692,943,784 shares~~the ofCompany ~~common~~completed a ~~stock~~change ~~were~~of ~~retired~~domicile ~~and~~(the ~~converted~~“Reincorporation”) to ~~694~~Wyoming ~~shares~~from ofNevada ~~Series~~by Ameans ~~Convertible~~of ~~Preferred~~a ~~Stock~~merger ~~and 984 shares~~ of ~~Series~~Trans-Pacific Aerospace ACompany ~~Convertible Preferred Stock were converted to 984~~Inc.,~~000,000~~ ~~shares~~a ofNevada ~~common~~corporation ~~stock.~~with Inand ~~addition,~~into the Company’s ~~issued~~wholly-owned 11subsidiary,~~664~~ ~~shares of~~Trans-Pacific ~~its~~Aerospace ~~Series A Convertible Preferred Stock to its employee and consultants for services rendered. These shares were valued at~~Company, $2Inc.,~~762,798~~ ~~based~~a onWyoming ~~closing price of the underlying common stock if converted~~corporation.

~~During~~The ~~the~~Company ~~year~~is ~~ended~~authorized ~~October~~to ~~31,~~issue ~~2016,~~up 8to ~~shares~~5,000,000 shares of its $0.001 preferred stock and has designated 20,000 as Series A Convertible Preferred Stock, ~~were~~1,500 ~~retired~~Series B Preferred Stock and ~~cancelled.~~100,000 shares of Series C Preferred Stock, as described below:

~~In February 2016, the Company issued 220 shares of its Series A Convertible Preferred Stock to an accredited investor in lieu of 220,000,000 shares of common stock sold in June 2015.~~18

~~During the year ended October 31, 2016, the Company sold 586 shares of its~~ Series A Convertible Preferred Stock for $312,001. As of October 31, 2016, 54 of these shares had not been issued and were recorded as preferred stock to be issued. 581 shares of the shares sold were to two related parties. See Note 5 above for details.

~~In September 2016, the Company issued 10,000 shares of its~~ Series A Convertible Preferred Stock tohas ~~its Chief Executive Officer as a temporary issuance to obtain voting right.~~the ~~These~~following ~~shares were returned to the Company in December 2016.~~characteristics:

Oni. ~~December~~Each 1,share ~~2016, the Company issued 200 shares~~ of ~~its~~ Series A Convertible Preferred Stock towould anbe ~~consultant~~convertible ~~for~~into ~~service~~1,000,000 ~~rendered. These~~ shares ~~were~~of ~~valued~~Common Stock at ~~$120~~the shareholders’ option,~~000 based~~ onsubject ~~closing~~to ~~price~~restrictions ofregarding ~~the~~timing, ~~underlying~~volume and common ~~stock~~share ~~if converted~~availability.

~~During~~ii. ~~the~~In ~~three~~shareholder ~~months ended January 31~~votes, ~~2017,~~ ~~the~~each ~~Company~~share ~~sold 390 shares~~ of ~~its~~ Series A Convertible Preferred Stock ~~for~~would ~~$106,900.~~have Asvoting ofpower ~~January~~equal ~~31,~~to ~~2017~~1,000,000 ~~374 of these~~ shares ~~had not been issued and were recorded as preferred stock to be issued. 374 shares~~ of ~~the~~Common ~~shares sold were to a related party~~Stock. ~~See Note 5 above for details.~~

During the ~~three~~year ~~months~~ ended ~~January~~October 31, ~~2017~~2016, ~~the~~ ~~Company issued 20 million~~ 692,943,784 shares of ~~its~~ common stock inwere ~~exchange~~retired ~~for~~and ~~retirement~~converted ofto 55694 shares of ~~its~~ Series A Convertible Preferred Stock ~~upon~~and ~~execution~~984 shares of aSeries A ~~settlement~~Convertible ~~agreement~~Preferred ~~with~~Stock awere ~~consultant~~converted to 984,000,000 shares of common stock. In addition, ~~189~~the ~~shares~~Company issued 11,664 shares of its Series A Convertible Preferred Stock ~~were~~ ~~converted~~ to ~~189~~its ~~million~~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.

AtDuring ~~January~~the ~~31,~~year ~~2017~~ended ~~and~~ October 31, 2016, ~~there were~~8 ~~5,035 and 15,063~~ shares of Series A Convertible Preferred Stock ~~issued~~were retired and ~~outstanding, respectively~~cancelled.

19In February 2016, the Company issued 220 shares of its Series A Convertible Preferred Stock to an accredited investor in lieu of 220,000,000 shares of common stock sold in June 2015.

During the year ended October 31, 2016, the Company sold 586 shares of its Series BA Convertible Preferred Stock for $312,001. 581 shares of the shares sold were to two related parties. See Note 5 above for details.

i.In ~~Shareholders~~September 2016, the Company issued 10,000 shares of its Series BA Convertible Preferred Stock ~~has~~to noits ~~dividend~~Chief ~~rights,~~Executive ~~liquidation~~Officer ~~rights,~~as ~~conversion~~a ~~rights,~~temporary orissuance ~~redemption~~to ~~rights~~obtain voting right. These shares were returned to the Company in December 2016.

~~ii.~~On InDecember ~~shareholder~~1, ~~votes~~2016, ~~each~~the ~~share~~Company issued 200 shares of its Series BA Convertible Preferred Stock ~~would~~to ~~have~~an ~~voting~~consultant ~~power~~for ~~equal~~service torendered. ~~100~~These shares were valued at $120,000~~,000~~ based ~~shares~~on closing price of ~~Common~~the ~~Stock~~underlying common stock if converted.

In ~~December~~April ~~2016~~2017, the Company issued 1,~~500 shares~~000 shares of its Series BA Convertible Preferred Stock to ~~its~~Angus ~~Chief~~McKay, ~~Executive~~son ~~Officer~~of ~~and~~William aMcKay, ~~director~~the inCEO ~~consideration~~of the Company, upon execution of a consulting services ~~rendered~~agreement. These shares were ~~recorded~~valued at ~~its~~$600,000 ~~stated~~based ~~value~~on closing price of ~~$10~~the ~~per~~underlying ~~share~~common stock if converted.

AtDuring ~~January~~the ~~31,~~six ~~2017~~months ~~and~~ended ~~October~~April 3130, ~~2016~~2017, ~~there~~ ~~were~~the ~~1,500~~Company ~~and~~sold 0400 shares of its Series BA Convertible Preferred Stock for $106,900. As of April 30, 2017, 124 of these shares had not been issued and ~~outstanding,~~were ~~respectively~~recorded as preferred stock to be issued. 384 shares of the shares sold were to a related party. See Note 5 above for details.

~~Common~~During the six months ended April 30, 2017, the Company issued 20 million shares of its common stock in exchange for retirement of 55 shares of its Series A Convertible Preferred Stock upon execution of a settlement agreement with a consultant. In addition, 1,848 shares of Series A Convertible Preferred Stock were converted to 1,848 million shares of common stock.

~~Following~~In ~~the~~January ~~Reincorporation~~2016, asthe ~~described~~Company offered to issue ~~above~~5,000,000 ~~the~~shares ~~Company~~of isits ~~authorized~~common tostock ~~issue~~upon anappointment ~~unlimited~~of ~~number~~a member of ~~shares~~board of ~~its~~directors. The shares were valued at $0.~~001~~0039 per shares at date of start. In March 2017, 5 shares of Series A convertible preferred stock were issued in lieu of 5 million shares of common stock.

~~At January 31, 2017 and October 31, 2016, there were 4,400,880,936 and 4,199,880,936 shares issued and outstanding, respectively.~~19

~~Fiscal~~At ~~year~~April 30, 2017 and October 31, 2016:, there were 4,695 and 15,063 shares of Series A Convertible Preferred Stock issued and outstanding, respectively.

~~During~~Series ~~the~~B ~~year~~Preferred ended October 31, 2016, 692,943,784 shares of common stock were retired and converted to 694 shares of convertible preferred stock and 984 shares of preferred stock were converted to 984,000,000 shares of common stock. In addition, 201,000,000 shares owned by two shareholders were retired and cancelled.Stock

In the Company’s quarterly report on Form 10-Q for the six months ended April 30, 2016 (the “April 2016 10-Q”) the Company reported that they issued a total of 194,000,000 shares of common stock upon conversion of 194 shares of preferred stocki. InShareholders ~~actuality, the Company issued an additional 279,000,000 shares~~ of ~~common~~Series ~~stock~~B ~~upon~~Preferred ~~conversion~~Stock ofhave ~~279~~no ~~shares~~dividend ~~of preferred stock~~rights, ~~for~~liquidation ~~a total issuance of 473~~rights,~~000,000~~ ~~shares of common stock upon~~ conversion ~~of 473 shares of preferred stock during the six months ended April 30~~rights, ~~2016.~~or ~~279,000,000~~redemption 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 belowrights.

~~During the year ended October 31, 2016, the Company issued 29,000,000 shares of common stock for consulting services rendered~~ii. ~~The shares were valued at $81,600 based on the closing stock prices on the dates of the stock grants.~~ In ~~the~~shareholder ~~Company’s April 2016 10-Q~~votes, ~~the~~each ~~Company~~share ~~erroneously reported that they issued 358,000,000 shares~~ of ~~common~~Series ~~stock~~B toPreferred ~~consultants~~Stock ~~for~~would ~~services~~have ~~rendered~~voting ~~during~~power ~~the~~equal six months ended April 30, 2016. As described above, 279,000,000 of these shares of common stock were actually issued upon conversion of 279 shares of preferred stock during the six months ended April 30, 2016 and were improperly allocated as shares issued to ~~consultants for services rendered in the April 2016 10-Q. Further~~100, ~~50,~~000,000 shares of ~~common~~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~~Stock.

In ~~January~~December 2016, the Company ~~offered~~issued ~~to issue 5~~1,~~000,000~~ 500 shares of its ~~common~~Series ~~stock~~B ~~upon~~Preferred ~~appointment~~Stock ofto aits ~~member~~Chief ofExecutive ~~board~~Officer ofand ~~directors.~~a ~~The~~director ~~shares~~in ~~were~~consideration ~~valued~~of atservices $0rendered.~~0039~~ ~~per~~These shares atwere ~~date~~recorded ofat ~~start.~~its Asstated ofvalue ~~January 31, 2017, these shares had not been issued and the total amount~~ of $~~19,500~~10 ~~was~~per ~~recorded as common stock to be issued~~share.

20At April 30, 2017 and October 31, 2016, there were 1,500 and 0 shares of Series B Preferred Stock issued and outstanding, respectively.

~~During~~Series ~~the~~C ~~year~~Preferred ended October 31, 2016, the Company issued 251,478,242 shares of common stock in consideration of cancellation of $86,371 of accrued interest and unpaid loan and payables. The Company did not receive any cash proceeds upon these issuances.Stock

~~These~~On ~~issuances~~March ~~were~~6, ~~exempt~~2017, the Company filed with the Wyoming Secretary of State Articles of Amendment to its Articles of Incorporation pursuant to ~~Section~~which it established and designated 4100,000 shares of Series C Preferred Stock (the “Series C Preferred”). The Series C Preferred Stock has a stated value of $500 per share. Holders of the Series C Preferred Stock will not receive any preferential dividend or liquidation rights or any conversion rights. However, on or after the six-month anniversary after the issuance date for any share of Series C Preferred Stock (an “Issuance Date”), each holder of Series C Preferred Stock has the option to redeem the Series C Preferred Stock at the Redemption Price which is (2i) 125% of the ~~Securities~~Stated ~~Act~~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.

~~Fiscal~~In ~~year~~March 2017:, the Company issued 19 shares of its Series C Preferred Stock to three investors upon conversion of $9,500 in convertible notes previously issued to them.

~~During~~As the ~~three~~Series ~~months~~C ~~ended~~Preferred ~~January~~Stock ~~31,~~is ~~2017,~~redeemable ~~the~~beginning ~~Company~~on ~~issued~~the 206-month ~~million~~anniversary, ~~shares~~the ofCompany ~~its~~determined ~~common~~that ~~stock~~it inshould ~~exchange~~be ~~for~~recorded ~~retirement~~as ofcurrent 55liability. ~~shares~~As of ~~its~~April ~~Series~~30, ~~A Convertible Preferred~~2017, ~~Stock~~the ~~upon~~Company ~~execution~~recorded of$9,500 aas ~~settlement~~redeemable ~~agreement~~preferred ~~with~~stock a– ~~consultant. In addition, 189 shares of~~ Series ~~A Convertible Preferred Stock were converted to 189 million shares of common stock~~C.

~~These~~Common ~~issuances were exempt pursuant to Section 4(a)(2) of the Securities Act.~~Stock

~~Options~~Following ~~and~~the ~~Warrants~~Reincorporation, as described above, the Company is authorized to issue an unlimited number of shares of its $0.001 common stock.

AAt ~~summary~~April of30, ~~option~~2017 ~~activity~~and ~~during~~October ~~the three~~31, ~~months~~2016, ~~ended~~there were ~~January 31~~6,169,880,936 ~~2017~~ and ~~the~~4,199,880,936 ~~year~~shares ~~ended~~issued ~~October~~and 31outstanding, ~~2016 are presented below:~~respectively.

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

Fiscal year 2016:

21During the year ended October 31, 2016, 692,943,784 shares of common stock were retired and converted to 694 shares of convertible preferred stock and 984 shares of preferred stock were converted to 984,000,000 shares of common stock. In addition, 201,000,000 shares owned by two shareholders were retired and cancelled.

~~A summary of warrant activity during the three months ended January 31, 2017 and the year ended October 31, 2016 are presented below:~~20

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

4.39

4,000,000

0.75

5.39

Granted

–

Exercised

–

Forfeited

–

Cancelled

–

Expired

–

Outstanding at end of period

4,000,000

0.75

4.14

4,000,000

0.75

4.39

Warrants exercisable at end of period

–

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

InDuring ~~November~~the ~~2014~~year ended October 31, ~~the~~2016, the Company ~~granted~~issued ~~options to~~29,000,000 ~~all~~shares ~~board~~of ~~members~~common tostock ~~purchase~~for aconsulting ~~total~~services ofrendered. ~~138,000,000~~The shares were valued at an$81,600 ~~exercise~~based ~~price~~on the closing stock prices on the dates of $0the stock grants.~~0146~~ ~~per~~In ~~share~~the ofCompany’s ~~its~~April 2016 10-Q, the Company erroneously reported that they issued 358,000,000 shares of common stock to consultants for ~~service~~ services rendered ~~and~~during tothe ~~replace~~six ~~the~~months ~~old~~ended ~~options~~April 30, 2016. ~~These~~As ~~options~~described ~~vests~~above, in279,000,000 4of ~~equal~~these ~~amounts~~shares onof common stock were actually issued upon conversion of 279 shares of preferred stock during the ~~grant~~six ~~date,~~months ~~2/9/2015,~~ended ~~5/9/2015~~April 30, ~~and~~ ~~8/9/2015~~2016 and ~~are~~were ~~exercisable~~improperly ~~within~~allocated 10as ~~years~~shares ~~from~~issued to consultants for services rendered in the ~~dates~~April of2016 ~~vesting~~10-Q. ~~The~~Further, ~~total~~50,000,000 ~~estimated~~shares ~~value~~of ~~using~~common stock previously described in the ~~Black~~April 2016 10-~~Scholes~~Q ~~Model,~~as shares issued ~~based~~to onconsultants ~~the~~for ~~following~~services ~~variables,~~rendered ~~was~~were ~~$2,760,000~~erroneously issued and have subsequently been cancelled.

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

In January 2016, the Company offered to issue 5,000,000 shares of its common stock upon appointment of a member of board of directors. The shares were valued at $0.0039 per shares at date of start. In March 2017, 5 shares of Series A preferred stock were issued in lieu of 5 million shares of common stock.

~~For~~During the year ended October 31, ~~2015~~2016, $2the Company issued 251,~~760~~478,~~000 was~~242 ~~fully~~shares ~~amortized~~of ascommon stock ~~based~~in ~~compensation~~consideration of cancellation of $86,371 of accrued interest and unpaid loan and payables. The Company did not receive any cash proceeds upon these issuances.

InThese ~~January~~issuances ~~2016,~~were ~~the~~exempt ~~Company~~pursuant ~~granted options~~ to ~~a new board member to purchase a total of 100,000,000 shares at an exercise price of $0.004 per share of its common stock for~~Section ~~service rendered. These options vests in~~ 4(a)(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~~Securities ~~of vesting~~Act. ~~The total estimated value using the Black-Scholes Model, based on the following variables, was $383,958.~~

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

Fiscal year 2017:

~~Due~~During tothe ansix ~~event~~months ofended ~~change~~April 30, 2017, the Company issued 20 million shares of ~~control~~its ~~occurred~~ common stock in ~~September~~exchange ~~2016,~~for ~~the~~retirement ~~option~~of is55 ~~fully~~shares ~~vested~~of ~~and~~its ~~the~~Series ~~total~~A ~~value~~Convertible Preferred Stock upon execution of ~~$383~~a settlement agreement with a consultant. In addition,~~958~~ ~~was~~1,848 ~~recorded~~shares asof ~~stock~~Series ~~based~~A ~~compensation~~Convertible ~~for~~Preferred ~~the~~Stock ~~year~~were ~~ended~~converted ~~October~~to 311,848 ~~2016~~million shares of common stock and 8,000,000 shares were retired and cancelled.

22In March 2017, the Company issued 50,000,000 shares of common stock for consulting services rendered. The shares were valued at $30,000 based on the closing stock prices on the dates of the stock grants.

~~NOTE~~In 9April –2017, ~~SUBSEQUENT~~the ~~EVENTS~~Company issued 60,000,000 shares of common stock for cash of $6,000.

1.These Onissuances ~~March~~were 6,exempt ~~2017, the Company filed with the 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~~ Section 4(~~the “Series C Preferred”). The Series C Preferred Stock has~~ a stated value of $500 per share. Holders of the Series C Preferred Stock will not receive any preferential dividend or liquidation rights or any conversion rights. However, on or after the six-month anniversary after the issuance date for any share of Series C Preferred Stock (an “Issuance Date”)~~, each holder of Series C Preferred Stock has the option to redeem the Series C Preferred Stock at the Redemption Price which is~~ (i2) ~~125%~~ of the ~~Stated~~Securities 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 thereafterAct.

~~2. In March 2017, the Company has issued 358 million shares of its common stock upon conversion of 358 shares of its Series A Preferred Stock.~~21

3.Options Inand ~~March 2017, the Company issued 311 shares of its Series A Preferred Stock to the son of its Chief Executive Officer. These shares were sold in prior periods for gross proceeds of $79,200.~~Warrants

4.A Insummary ~~March 2017, the Company issued 3 shares~~ of ~~its~~option ~~Series~~activity Aduring ~~Preferred Stock to~~ the six ~~wife~~months ofended ~~its~~April ~~chief~~30, ~~executive~~2017 ~~officer.~~and ~~These shares were sold in~~ the ~~period~~year ended October 31, 2016 ~~for~~are ~~gross~~presented ~~proceeds of $1,768.~~below:

5. In March 2017, the Company issued 5 shares of its Series A Preferred Stock to a former director in consideration of services previously rendered by him as a director.

April 30, 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

8.28

240,666,667

0.01

8.78

Options exercisable at end of period

240,666,667

0.01

8.28

240,666,667

0.01

8.78

6.A Insummary ~~March 2017, the Company issued 19 shares~~ of ~~its~~warrant ~~Series~~activity Cduring ~~Preferred~~the six ~~Stock~~months toended ~~three~~April ~~investors upon conversion of $9~~30,~~500~~ in2017 ~~convertible~~and ~~notes previously issued to them. By their terms,~~ the ~~notes~~year ~~were~~ended toOctober ~~automatically convert into shares of the Company’s Series C Preferred Stock at a price of $500 per share upon the effective date of its reincorporation as a Wyoming corporation~~31, ~~which~~2016 ~~became~~are ~~effective~~presented ~~on January 27, 2017. We did not receive any proceeds upon the issuance of these shares~~below:

April 30, 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

4.39

4,000,000

0.75

5.39

Granted

–

Exercised

–

Forfeited

–

Cancelled

–

Expired

–

Outstanding at end of period

4,000,000

0.75

3.89

4,000,000

0.75

4.39

Warrants exercisable at end of period

–

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

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

For the year ended October 31, 2015, $2,760,000 was fully amortized as stock based compensation.

In January 2016, the Company granted options to a new board member to purchase a total of 100,000,000 shares at an exercise price of $0.004 per share of its common stock for service rendered. These options 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.

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

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

NOTE 9 – SUBSEQUENT EVENTS

1.		In May 2017, the Company issued 335,964,913 shares of it common stock upon conversion of $30,000 of convertible notes.

2.		On May 18, 2017, the Company’s Board of Directors adopted the 2017 Stock Incentive Plan. The purpose of the 2017 Stock Incentive Plan is to advance the best interests of the Company by providing those persons who have a substantial responsibility for our management and growth with additional incentive and by increasing their proprietary interest in the success of the Company, thereby encouraging them to maintain their relationships with us. Further, the availability and offering of stock options and common stock under the plan supports and increases our ability to attract and retain individuals of exceptional talent upon whom, in large measure, the sustained progress, growth and profitability which we depend. The total number of shares available for the grant of either stock options or compensation stock under the plan is 1,860,000,000 shares, subject to adjustment. The Company’s Board of Directors administers our plan and has full power to grant stock options and common stock, construe and interpret the plan, establish rules and regulations and perform all other acts, including the delegation of administrative responsibilities, it believes reasonable and proper. Any decision made, or action taken, by our Board of Directors arising out of or in connection with the interpretation and administration of the plan is final and conclusive. The Board of Directors, in its absolute discretion, may award common stock to employees of, consultants to, and directors of the company, and such other persons as the Board of Directors or compensation committee may select, and permit holders of common stock options to exercise such options prior to full vesting therein and hold the common stock issued upon exercise of the option as common stock. Stock options may also be granted by the Company’s Board of Directors or compensation committee to non-employee directors of the company or other persons who are performing or who have been engaged to perform services of special importance to the management, operation or development of the company. In the event that the Company’s outstanding common stock is changed into or exchanged for a different number or kind of shares or other securities of the company by reason of merger, consolidation, other reorganization, recapitalization, combination of shares, stock split-up or stock dividend, prompt, proportionate, equitable, lawful and adequate adjustment shall be made of the aggregate number and kind of shares subject to stock options which may be granted under the plan. The Company’s Board of Directors may at any time, and from time to time, suspend or terminate the plan in whole or in part or amend it from time to time in such respects as our Board of Directors may deem appropriate and in our best interest.

On May 18, 2017, the Company’s Board of Directors authorized the issuance of 310,000,000 shares of common stock to a service provider for services rendered under the 2017 Stock Incentive Plan. As of the date of this report, these shares had not been issued.

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 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, 2016 filed with the Securities and Exchange Commission on February 28, 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.

We commenced our aircraft component business in February 1, 2010. To date, our operations have focused on the development of our production facility in Dongguan, China and the design and engineering of our initial product line of spherical bearings. Our production facility in Dongguan, China is held and operated by TPAC. Naval Air Systems Command (“NAVAIR”) of the United States Navy has completed the qualification testing of our initial line of bearings. Godfrey and TPAC received final approval from NAVAIR on March 5, 2013. However, we expect that we will need to raise at least $1 million of capital, or to develop a strategic partnership, through which the partner will contribute working capital, in order to better develop international marketing and production.

2425

Recent Developments

Change of Control. On September 8, 2016, William McKay, our President and Chief Executive Officer gained control of the Company via issuance of the 10,000 shares of Series A preferred stock issued to him. Following issuance of such shares, the Company had 3,920,880,936 shares of common stock and 14,421 shares of Series A preferred stock outstanding. Based on the current conversion price, each share of Series A preferred stock is entitled to 1 million votes per share. Accordingly, there were 18,341,880,936 votes outstanding voting together as a single class on September 8, 2016. The 10,000 shares of Series A preferred stock issued to Mr. McKay (along with the 300 shares of Series A preferred stock then held by him) provided him with approximately 56% of the total votes, resulting in change of control. The shares of Series A Preferred were issued to obtain voting control to make 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.

Expansion of Business. The Company is expanding its business, by designing and distributing E-transport vehicles, including but not limited to electric bikes, scooters, tricycles, cars, buses and trucks. The Company holds global distribution rights for certain E-transport vehicles. The Company has received purchase orders and pre-orders for E-transport vehicles from the United States and certain African nations and the Company is developing a distribution network in the USA and Africa. The Company has not recognized any revenue from the sale of E-transport vehicles. The Company is in discussions for the distribution of E-transport vehicles in Australia and New Zealand.

The Company continues to be 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.

Results of Operations

~~Three~~Six Months Ended ~~January~~April 3130, 2017 and 2016

During the ~~three~~six months ended ~~January~~April 3130, 2017, we incurred $~~324~~1,~~391~~046,483 of operating expenses compared to $~~305~~2,~~517~~267,212 during the ~~three~~six months ended ~~January~~April 3130, 2016. Our operating expenses consist primarily of professional fees, consulting fees, and other general and administrative expenses. The ~~slight~~decrease ~~increase~~ in operating expenses for the ~~three~~six months ended ~~January~~April 3130, 2017 compared to the same period in fiscal 2016 was primarily attributable to our significant decrease in consulting fees during the 2017 period ~~which was offset by the increase in 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 and as we increase our distribution of e-transport vehicles.

25During the six months ended April 30, 2017 and 2016, we incurred a net loss from operations of $1,062,355 and $2,235,525, respectively. The decrease was primarily attributable to the significant decrease in consulting fees with an increase in interest expense, derivative expense, and recognition of other income resulting from providing consulting services to Woodward Global, Ltd., a Nevada corporation owned by Mr. Angus McKay, son of William R. McKay, the Company’s Chairman and CEO, during the 2017 period.

~~During the three months~~Our ~~ended~~net ~~January~~loss 31was $1,062,355 ~~2017~~ and ~~2016~~$2,235,525 wefor ~~incurred~~the asix ~~net~~months ~~loss~~ended ~~from~~April ~~operations of $226~~30,~~241~~ 2017 and ~~$336~~2016,~~567,~~ respectively. ~~The decrease was~~ ~~primarily~~Our loss attributable to ~~the~~our ~~decrease~~non-controlling interest in ~~interest~~our ~~expense~~Godfrey ~~and~~subsidiary ~~recognition~~for ofthe ~~other~~six ~~income~~months ~~resulting~~ended ~~from~~April ~~providing~~30, ~~consulting~~2017 ~~services~~and to2016 ~~Woodward~~was ~~Global~~$73,345 ~~Ltd.~~and $53,602, arespectively. ~~Nevada~~Accordingly, ~~corporation~~the ~~owned~~net byloss ~~Mr.~~attributable ~~Angus~~to ~~McKay,~~us ~~son~~for ofthe six ~~William~~months R.ended ~~McKay~~April 30, ~~the~~2017 ~~Company’s Chairman~~ and ~~CEO,~~2016 ~~during~~was ~~the~~$989,010 ~~2017~~and ~~period~~$2,181,923, respectively.

Our net loss was $226,241 and $336,567 for the three months ended January 31, 2017 and 2016, respectively. Our loss attributable to our non-controlling interest in our Godfrey subsidiary for the three months ended January 31, 2017 and 2016 was $57,654 and $23,750, respectively. Accordingly, the net loss attributable to us for the three months ended January 31, 2017 and 2016 was $168,587 and $312,817, respectively.

Financial Condition

Liquidity and Capital Resources

As of ~~January~~April 3130, 2017, we had cash of $168,~~484~~865 and a working capital deficit of $1,~~029~~224,~~283~~547. At October 31, 2016, we had cash of $7,277 and a working capital deficit of $1,049,793.

~~Since~~Our ~~January~~net 31cash used in operating activities for the six months ended April 30, 2017 was $199, 859, consisting primarily of our ~~working~~net ~~capital~~loss ~~has~~of ~~decreased~~$1,061,550 asan aincreases in ~~result~~inventories, ofprepaid ~~continuing~~and ~~losses~~deferred ~~from~~expenses ~~operations. We~~and ~~estimate~~accounts ~~that~~payable weand ~~require~~accrued ~~approximately~~ expenses of $1,460, ~~million~~$5,000 and $10,400, respectively, which amounts were offset by stock based compensation of ~~additional~~$765,000, ~~working~~amortization ~~capital~~of ~~over~~debt ~~the~~discount ~~next~~of 12$7,500, ~~months~~imputed interest expense of $9,100, change in ~~order~~fair tovalue ~~fund~~of ~~our~~derivative ~~expected~~liabilities ~~marketing~~of ~~and~~$17,656, ~~distribution~~derivative expense of ~~the~~$77,058, customer deposit of $75 and ~~initial~~accrued ~~line~~interest payable of ~~aircraft~~$1,360. ~~component~~Our ~~products~~net tocash beused ~~manufactured~~in atoperating ~~our~~activities ~~Guangzhou~~for ~~facility~~the ~~and~~six tomonths ~~fund~~ended ~~our~~April ~~expected~~30, ~~operating~~2016 ~~losses~~was $222,026, asconsisting weprimarily ~~endeavor~~of toour ~~build~~net ~~revenue~~loss ~~and~~of ~~achieve~~$1,796,525 an increase in accounts receivable of $109,140 and a ~~profitable~~decrease ~~level~~in accrued interest payable of ~~operations.~~$500, ~~However~~which amounts were offset by stock based compensation of $1,604,000, ~~there~~amortization ~~are~~of nodebt ~~commitments~~discount orof ~~understandings~~$41,667, atimputed ~~this~~interest ~~time~~expense ~~with~~of ~~any~~$9,100, ~~third~~depreciation ~~parties~~expense ~~for~~of ~~their~~$602 ~~provision~~and ofprepaid ~~capital~~debt toand usdeferred expenses of $1,584.

We had net cash used in investing activities of $2,735 in the six months ended April 30, 2017 from an other receivable from a related party. We did not have any cash flows from investing activities during the six months ended April 30, 2016.

Our net cash provided by financing activities for the six months ended April 30, 2017 was 204,182 consisting of $6,000 for common stock sold for cash, $106,900 for the sale of preferred stock for cash, and $92,500 for the sale of convertible notes for cash, which amounts were offset by $1,217 of payments to related parties. Our net cash provided by financing activities in the six months ended April 30, 2016 was $218,611 consisting of $47,000 from the sale of preferred stock and $171,611 in other payables from related parties.

Since April 30, 2017, our working capital has decreased as a result of continuing losses from operations. We estimate that we require approximately $1 million of additional working capital over the next 12 months in order to fund our expected marketing and distribution of the initial line of aircraft component products to be manufactured at our Guangzhou facility and to fund our expected operating losses as we endeavor to build revenue and achieve a profitable level of operations. However, there are no commitments or understandings at this time with any third parties for their provision of capital to us.

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

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

Off-Balance Sheet Arrangements

We do not have any off-balance sheet 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 January 31, 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 as of January 31, 2017, and this assessment identified the following material weaknesses in our internal control over financial reporting:28

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 April 30, 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 as of April 30, 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 ~~January~~April 3130, 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 ~~January~~April 3130, 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.

2729

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. See our Current Report on Form 8-K dated March 6, 2017 and filed on ~~Mach 9, 2017. 2. In~~ March 2017, the Company has issued 358 million shares of its common stock upon conversion of 358 shares of its Series A Convertible Preferred Stock. The issuances were exempt in reliance upon the exemption provided by Rule 3(a)(9~~) and/or Section 4(a)(2) of the Securities Act. 3. In the three-month period ended January 31~~, 2017, the Company sold 390 shares of its Series A Convertible Preferred Stock to the son of its Chief Executive Officer for an aggregate purchase price of $106,900 (with the sale of 109 of such shares being previously reported in the Company’s annual report on Form 10-K for the year ended October 31, 2016). As of the date of this report, 63 of such sold shares have not been issued and have been recorded as preferred stock to be issued. The proceeds were used for working capital and general corporate purposes. The issuances are exempt under Section 4(a)(2) and Rule 506 of the Securities Act of 1933, as amended.

On March 1, 2017, we issued an 8% Convertible Promissory Note in the amount of $45,000 for net proceeds of $39,000 to an accredited investor. The note has a maturity date of 12 months and is convertible into common stock at the less of $0.00018 or 40% of the lowest trading price during the 20 trading days prior to conversion. The proceeds were used for working capital and general corporate purposes. The issuance was exempt in reliance upon the exemption provided by Rule 4(a)(2) and/or Rule 506 of the Securities Act of 1933.

On March 3, 2017, we issued an 12% Convertible Promissory Note in the amount of $38,000 for net proceeds of $38,000 to an accredited investor. The note has a maturity date of December 5, 2017 and is convertible on the 180^th day following issuance at a equal to 58% of the lowest trading price on the 15 trading days prior to conversion. The proceeds were used for working capital and general corporate purposes. The issuance was exempt in reliance upon the exemption provided by Rule 4(a)(2) and/or Rule 506 of the Securities Act of 1933.

From March 15, 2017 to April 20, 2017, the Company has issued 1.4 billion shares of its common stock upon conversion of 1,400 shares of its Series A Convertible Preferred Stock. The issuances were exempt in reliance upon the exemption provided by Rule 3(a)(9) and/or Section 4(a)(2) of the Securities Act of 1933

On March 20, 2017, we issued 50,000,000 shares of our common stock for services. These shares were valued at $30,000 based on the closing price of the underlying common stock. The issuance was exempt in reliance upon the exemption provided by Rule 4(a)(2) and/or Rule 506 of the Securities Act of 1933.

On April 7, 2017, we issued 60,000,000 shares of our common stock for gross proceeds of $6,000. The proceeds were used for working capital and general corporate purposes. The issuance was exempt in reliance upon the exemption provided by Rule 4(a)(2) and/or Rule 506 of the Securities Act of 1933.

On May 12, 2017, we issued 58,187,135 shares of our common stock upon conversion of convertible notes. The issuance was exempt in reliance upon the exemption provided by Rule 4(a)(2) and/or Rule 506 of the Securities Act of 1933.

On May 23, 2017, we issued 277,777,778 shares of our common stock upon conversion of convertible notes. The issuance was exempt in reliance upon the exemption provided by Rule 4(a)(2) and/or Rule 506 of the Securities Act of 1933.

In March 2017, we issued 311 shares of its Series A Convertible Preferred Stock to the son of our Chief Executive Officer. These shares were sold in prior periods for gross proceeds of $79,200.

10.

On April 11, 2017, we issued 1,000 shares of our Series A Convertible Preferred Stock to the son of our Chief Executive Officer in consideration of services rendered under a consulting agreement. We did not receive any proceeds for the issuance. The issuance was exempt in reliance upon the exemption provided by Rule 4(a)(2) and/or Rule 506 of the Securities Act of 1933.

ITEM 3 – DEFAULT UPON SENIOR SECURITIES

None.

ITEM 4 – MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 – OTHER INFORMATION

~~See~~1. ~~our~~In ~~Current~~April ~~Report~~2017, onthe ~~Form~~Company 8issued 1,000 shares of its Series A Convertible Preferred Stock to Angus McKay, son of William McKay, the CEO of the Company, upon execution of a consulting services agreement. The consulting services shall be with regard to the management of Export-KImport ~~dated~~affairs ~~March 6~~for the Company, ~~2017~~including but not limited to oil, natural gas, foodstuffs and ~~filed~~electric ontransport. ~~Mach~~Consultant 9shall also offer advice on, ~~2017~~business development within China for the importation of commodities and other products into China.

In May 2017, we entered into a Global Distribution Agreement with a Major E-Transport Manufacturer in China. Pursuant to the agreement, we have obtained the right to market, distribute and sell electric bikes outside of China for a period of five years.

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

2831

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)	~~TRANS-PACIFIC AEROSPACE COMPANY, INC. (Registrant)~~
Dated:	March 22, 2017	By:	/s/ William Reed McKay.
Dated: June 19, 2017	By:	/s/ William Reed McKay.
		William Reed McKay	~~William Reed McKay~~
		President, Chief Executive Officer, Chief Financial Officer and Director (Principal Executive and Financial and Accounting Officer)	~~President, Chief Executive Officer, Chief Financial Officer and Director (Principal Executive and Financial and Accounting Officer)~~

2932

Filing Compare · Trans-Pacific Aerospace Company, Inc.