Trans-Pacific Aerospace (TPAC) Inactive 10-Q19 Jun 152015 Q2 Quarterly reportFinancial data

Company Profile

Document_and_Entity_Informatio

Document and Entity Information	6 Months Ended
Document and Entity Information	Apr. 30, 2015	Jun. 15, 2015
Document And Entity Information
Entity Registrant Name	Trans-Pacific Aerospace Company, Inc.
Entity Central Index Key	1422295
Document Type	10-Q
Document Period End Date	30-Apr-15
Amendment Flag	FALSE
Current Fiscal Year End Date	-21
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		3,717,148,116
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2015

Consolidated_Balance_Sheets

Consolidated Balance Sheets (USD $)	Apr. 30, 2015	Oct. 31, 2014
Current assets
Cash	$23,399	$50,089
Prepaid expenses	1,584	1,584
Total current assets	24,983	51,673
Non-Current assets
Office equipment, net of accumulated depreciation of $4,100 and $3,498, respectively	4,306	4,908
Security deposit	1,584	1,584
Total non-current assets	5,890	6,492
Total assets	30,873	58,165
Current liabilities
Accounts payable and accrued expenses	110,556	108,320
Income taxes payable	1,951	1,951
Accrued salary and payroll taxes	20,433	20,433
Accrued interest payable	6,386	5,555
Other payable - related parties	66,975	68,700
Convertible note payable, net of discount	99,974	233,747
Convertible note payable, currently in default	260,000	260,000
Derivative liabilities - conversion option	204,963	207,891
Total current liabilities	771,238	906,597
Total liabilities	771,238	906,597
Stockholders' (deficit)
Preferred stock, par value $0.001, 5,000,000 shares authorized: No shares issued and outstanding at April 30, 2015 and October 31, 2014	0	0
Common stock, par value $0.001, 4,500,000,000 shares authorized: 1,571,934,788 shares issued and outstanding at April 30, 2015 and 179,447,431 shares issued and outstanding at October 31, 2014	1,571,935	179,447
Additional paid-in capital	17,252,985	15,461,785
Common stock to be issued	64,093	64,093
Accumulated deficit	-19,060,790	-16,064,350
Total Trans-Pacific Aerospace Company Inc. stockholders' (deficit)	-171,777	-359,025
Non-controlling interest in subsidiary	-568,588	-489,407
Total stockholders' (deficit)	-740,365	-848,432
Total liabilities and stockholders' (deficit)	$30,873	$58,165

Consolidated_Balance_Sheets_Pa

Consolidated Balance Sheets (Parenthetical) (USD $)	Apr. 30, 2015	Oct. 31, 2014
Statement of Financial Position [Abstract]
Accumulated depreciation	$4,100	$3,498
Preferred stock, par value	$0.00	$0.00
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$0.00	$0.00
Common stock, shares authorized	4,500,000,000	500,000,000
Common stock, shares issued	1,571,934,788	179,447,431
Common stock, shares outstanding	1,571,934,788	179,447,431

Unaudited_Consolidated_Stateme

Unaudited Consolidated Statements of Operations (USD $)	3 Months Ended		6 Months Ended
Unaudited Consolidated Statements of Operations (USD $)	Apr. 30, 2015	Apr. 30, 2014	Apr. 30, 2015	Apr. 30, 2014
Operating expenses
Professional fees	$10,745	$171,353	$76,510	$178,119
Consulting	72,000	357,478	99,000	627,228
Other general and administrative	1,154,112	591,523	2,650,293	1,139,226
Total operating expenses	1,236,857	1,120,354	2,825,803	1,944,573
Operating loss from continuing operations	-1,236,857	-1,120,354	-2,825,803	-1,944,573
Interest expense, net	-137,032	-48,459	-194,756	-74,615
Change in fair value of derivative liabilities	61,762	0	431,298	0
Derivative expenses	-142,623	0	-486,360	0
Loss before income taxes	-1,454,750	-1,168,813	-3,075,621	-2,019,188
Income taxes	0	0	0	0
Net Loss	-1,454,750	-1,168,813	-3,075,621	-2,019,188
Less: Loss attributable to non-controlling interest	-36,637	-129,443	-79,181	-192,443
Net Loss attributable to the Company	($1,418,113)	($1,039,370)	($2,996,440)	($1,826,745)
Basic and dilutive net loss from operations per share	$0	($0.01)	($0.01)	($0.02)
Weighted average number of common shares outstanding, basic and diluted	635,333,259	121,377,676	406,603,216	112,751,955

Consolidated_Statement_of_Stoc

Consolidated Statement of Stockholders' Equity (Deficit) (USD $)	Common Stock	Additional Paid-In Capital	Common Stock to be Issued	Noncontrolling Interest	Accumulated Deficit	Total
Beginning balance, value at Oct. 31, 2013	$100,790	$12,157,394	$137,693	($116,553)	($12,759,304)	($479,980)
Beginning balance, shares at Oct. 31, 2013	100,790,659
Common stock issued for cash, shares	31,987,382
Common stock issued for cash, value	31,987	509,613				541,600
Common stock issued in lieu of finders fees, shares	9,413,380
Common stock issued in lieu of finders fees	9,413	-9,413
Common stock issued for services and compensation, shares	20,893,566
Common stock issued for services and compensation	20,894	928,785				949,679
Acquisition of ownership interest in Godfrey, shares	800,000
Acquisition of ownership interest in Godfrey	800	72,800	-73,600
Common stock issued upon conversion of notes payable, shares	15,562,444
Common stock issued upon conversion of notes payable	15,562	143,351				158,913
Amortization of stock options		926,956				926,956
Imputed interest		18,200				18,200
Note discount		82,500				82,500
Forgiveness of payables to officer		631,600				631,600
Loss on Minority interest				-372,854		-372,854
Net loss					-3,305,046	-3,305,046
Ending balance, value at Oct. 31, 2014	179,447	15,461,785	64,093	-489,407	-16,064,350	-848,432
Ending balance, shares at Oct. 31, 2014	179,447,431
Common stock issued for cash, shares	228,000,000
Common stock issued for cash, value	228,000	-18,000				210,000
Common stock issued in lieu of finders fees, shares	57,019,761
Common stock issued in lieu of finders fees	57,020	-57,020
Common stock issued for services and compensation, shares	387,000,000
Common stock issued for services and compensation	387,000	38,000				425,000
Common stock issued upon conversion of notes payable, shares	720,467,596
Common stock issued upon conversion of notes payable	720,468	-506,370				214,098
Conversion of derivative liability to common stock		322,990				322,990
Amortization of stock options		2,002,500				2,002,500
Imputed interest		9,100				9,100
Loss on Minority interest				-79,181		-79,181
Net loss					-2,996,440	-2,996,440
Ending balance, value at Apr. 30, 2015	$1,571,935	$17,252,985	$64,093	($568,588)	($19,060,790)	($740,365)
Ending balance, shares at Apr. 30, 2015	1,571,934,788

Unaudited_Consolidated_Stateme1

Unaudited Consolidated Statements of Cash Flows (USD $)	6 Months Ended
Unaudited Consolidated Statements of Cash Flows (USD $)	Apr. 30, 2015	Apr. 30, 2014
Statement of Cash Flows [Abstract]
Net loss	($3,075,621)	($2,019,188)
Stock based compensation	2,427,500	1,353,157
Amortization of debt discount	174,933	62,770
Imputed interest expense	9,100	9,100
Change in fair value of derivative liabilities	-431,298	0
Derivative expense	486,360	0
Interest converted to common stock	9,892	1,500
Depreciation expense	602	602
Change in operating assets and liabilities
Prepaid and deferred expenses	0	-5,694
Accounts payable and accrued expenses	2,236	-76,000
Accrued interest payable	831	1,245
Net cash used in operating activities	-395,465	-672,508
Common stock issued for cash	210,000	230,000
Convertible note issued for cash	160,500	135,000
Other payables - related parties	-1,725	285,300
Net cash provided by financing activities	368,775	650,300
Net increase / decrease in cash	-26,690	-22,208
Cash, beginning of the period	50,089	27,456
Cash, end of the period	23,399	5,248
Interest paid	0	0
Income taxes paid	0	0
Common stock issued for payment on outstanding liabilities	49,892	5,100
Common stock issued for conversion of notes payable	214,098	37,500
Conversion of derivative liability to common stock	322,990	0
Deferred financing costs	0	2,500
Common stock issued for finders fees	0	250
Beneficial conversion feature of convertible note payable	0	135,000
Derivative liabilities	$204,963	$0

1_BACKGROUND_AND_ORGANIZATION

1. BACKGROUND AND ORGANIZATION	6 Months Ended
1. BACKGROUND AND ORGANIZATION	Apr. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
1. BACKGROUND AND ORGANIZATION	Organization

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

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

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

	On April 5, 2013, the Company entered into separate Securities Purchase Agreements with Tina Kwan, Betty Li and Harbin Aerospace Company, LLC (“Harbin”), each of whom are holders of the 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.

	Pursuant to the Securities Purchase Agreements, Tina Kwan and Betty Li each agreed to transfer to the Company 125,000 shares of the capital stock of Godfrey and Harbin agreed to transfer to the Company 50,000 shares of the capital stock of Godfrey in consideration of the Company’s issuance of 2,000,000 shares of its common stock to each of Ms. Kwan and Ms. Li and 800,000 shares of its common stock to Harbin. In addition, the Company agreed that in the event all of the stock holders of Godfrey sell 100% of the issued and outstanding shares of Godfrey for cash, the Company will pay to Kwan, Li and Harbin the cash amount they would have received had they retained their Godfrey shares. The Godfrey shares transferred by Kwan, Li and Harbin represented all of the shares of capital stock of Godfrey held by them.

	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%.

	Pursuant to the Agreement, the Company had issued 4,000,000 shares of its common stock to Ms. Kwan and Ms. Li, which as of June 21, 2013, the acquisition date, the shares were valued at $368,000 based on the closing market price on that date. The 800,000 shares to Harbin were valued at $73,600 and were issued during the quarter ended April 30, 2014. On June 21, 2013, the transactions were approved by the Hong Kong SAR Government. The acquisition increased current liabilities from related parties by $179,053 and incomes taxes owed to Hong Kong by $322; offset by an increase in impairment expense of $528,101, and a decrease in non-controlling interest of $70,774. The impairment was immediately recognized due to the fact that Godfrey has not produced any revenue in its operations and lacks sufficient capital to implement its business plan. As Godfrey’s statement of operations was not significant to the Company’s, no pro forma information will be presented below.

	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 not commenced commercial manufacture or sales of its products.

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

	Going Concern

	The Company's financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America, and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company incurred a net loss from operations of $2,996,440 during the six months ended April 30, 2015, and an accumulated deficit of $19,060,790 at April 30, 2015. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease development of operations.

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

	The Company anticipates that losses will continue until such time, if ever, that the Company is able to generate sufficient revenues to support its operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

2_SUMMARY_OF_SIGNIFICANT_ACCOU

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Apr. 30, 2015

Accounting Policies [Abstract]

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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, 2014, filed with the SEC on February 13, 2015.

Consolidation

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

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

Non-controlling interests

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

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

Use of Estimates

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

Cash and Equivalents

Cash and 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 April 30, 2015 and October 31, 2014.

Concentration of Credit Risk

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

Impairment of Long-Lived Assets

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

Indefinite-lived Intangible Assets

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

Fair Value of Financial Instruments

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

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

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

Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

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

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

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

Fair Value Measurements at

30-Apr-15

(Unaudited)

Carrying

Value

April 30,

2015

Level 1

Level 2

Level 3

Liabilities:

Convertible notes payable, net

99,974

–

99,974

Convertible notes payable – currently in default

260,000

–

260,000

Derivative liabilities

204,963

–

204,963

Fair Value Measurements at

31-Oct-14

Carrying

Value

October 31,

2014

Level 1

Level 2

Level 3

Liabilities:

Convertible notes payable, net

233,747

–

233,747

Convertible notes payable – currently in default

260,000

–

260,000

Derivative liabilities

207,891

–

207,891

The Company believes that the market rate of interest as of April 30, 2015 and October 31, 2014 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, 2015 and October 31, 2014 due to short term maturity.

Income Taxes

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

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

Equipment

Equipment is recorded at cost and depreciated using straight line methods over the estimated useful lives of the related assets. The Company reviews the carrying value of long-term assets to be held and used when events and circumstances warrant such a review. If the carrying value of a long-lived asset is considered impaired, a loss is recognized based on the amount by which the carrying value exceeds the fair market value. Fair market value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. The cost of normal maintenance and repairs is charged to operations as incurred. Major overhaul that extends the useful life of existing assets is capitalized. When equipment is retired or disposed, the costs and related accumulated depreciation are eliminated and the resulting profit or loss is recognized in income. As of April 30, 2015, the useful lives of the office equipment ranged from five years to seven years.

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

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

Stock-Based Compensation

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

Beneficial Conversion Features

From time to time, the Company may issue convertible notes that may contain an embedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of the warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method.

Net Loss Per Share

The Company adopted the standard issued by the FASB, which requires presentation of basic earnings or loss per share and diluted earnings or loss per share. Basic income (loss) per share (“Basic EPS”) is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share (“Diluted EPS”) are similarly calculated using the treasury stock method except that the denominator is increased to reflect the potential dilution that would occur if dilutive securities at the end of the applicable period were exercised. There were convertible notes, 2,000,000 Series A Warrants, 2,000,000 Series B Warrants and options for 140,666,667 shares outstanding as of April 30, 2015 that are not included in the calculation of Diluted EPS as their impact would be anti-dilutive.

For the

Six Months Ended

April 30,

2015

2014

Net loss attributable to the Company

(2,996,440

)

(1,826,745

)

Basic and diluted net loss from operations per share

(0.01

)

(0.02

)

Weighted average number of common shares outstanding, basic and diluted

406,603,216

112,751,955

Recently Adopted and Recently Enacted Accounting Pronouncements

In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders' equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company adopted ASU 2014-10 during the quarter ended May 31, 2014, thereby no longer presenting or disclosing any information required by Topic 915.

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

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

In connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued (or at the date that the financial statements are available to be issued when applicable). Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (or available to be issued). The term probable is used consistently with its use in Topic 450, Contingencies.

When management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, management should consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt. The mitigating effect of management’s plans should be considered only to the extent that (1) it is probable that the plans will be effectively implemented and, if so, (2) it is probable that the plans will mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.

If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration of management’s plans, the entity should disclose information that enables users of the financial statements to understand all of the following (or refer to similar information disclosed elsewhere in the footnotes):

Principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans)

Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations

Management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern.

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

Principal conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern

Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations

Management’s plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.

The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted.

Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements.

3_PROPERTY_AND_EQUIPMENT

3. PROPERTY AND EQUIPMENT	6 Months Ended
3. PROPERTY AND EQUIPMENT	Apr. 30, 2015
Property, Plant and Equipment [Abstract]
3. PROPERTY AND EQUIPMENT	As of April 30, 2015 and October 31, 2014, the Company had office equipment of $4,306 and 4,908, net of accumulated depreciation of $4,100 and $3,498, respectively. For the six months ended April 30, 2015 and 2014, the Company recorded depreciation expense of $602 and $602, respectively.

4_RELATED_PARTY_TRANSACTIONS

4. RELATED PARTY TRANSACTIONS	6 Months Ended
4. RELATED PARTY TRANSACTIONS	Apr. 30, 2015
Related Party Transactions [Abstract]
4. RELATED PARTY TRANSACTIONS	Due to lack of sufficient funding to maintain the Company’s operations, the Company’s officers and directors loaned money to the Company for short term cash flow needs. As of April 30, 2015 and October 31, 2014, Mr. Peter Liu had payables due to him from Godfrey of $60,000 and $60,000; respectively; Mr. Kevin Gould had payables due to him of $9,000 and $9,000; respectively. The Company had receivables due from HAC amounted to $2,025 and $300 at April 30, 2015 and October 31, 2014, respectively.

5_CONVERTIBLE_NOTES_PAYABLE

5. CONVERTIBLE NOTES PAYABLE	6 Months Ended
5. CONVERTIBLE NOTES PAYABLE	Apr. 30, 2015
Debt Disclosure [Abstract]
5. CONVERTIBLE NOTES PAYABLE	As part of the acquisition of HAC, the Company assumed $260,000 of obligations under a convertible note. The convertible note assumed by the Company does not bear interest and became payable on March 12, 2011. The note is convertible into shares of the Company’s common stock at an initial conversion price of $0.25 per share. The conversion price is subject to adjustment for stock splits and combinations; certain dividends and distributions; reclassification, exchange or substitution; reorganization, merger, consolidation or sales of assets. As the convertible note does not bear interest, the Company recorded the present value of the convertible note obligation at $239,667 and accordingly recorded a convertible note payable for $260,000 and a corresponding debt discount of $20,333. Under the effective interest method, the Company accretes the note obligation to the face amount of the convertible note over the remaining term of the note. The discount was fully amortized at March 12, 2011. Debt discount expense totaled $7,452 and $12,880 for the years ended October 31, 2011 and 2010 respectively. The Company performed an evaluation and determined that the anti-dilution clause did not require derivative treatment. On September 16, 2011, the Company entered into an agreement with the note holder to extend the maturity date of the note. Pursuant to the agreement, the entire outstanding amount became fully due and payable on December 31, 2011. The note is now currently in default. For the six months ended April 30, 2015 and 2104, the Company recorded imputed interest of $9,100 and $9,100, respectively.

	During the year ended October 31, 2014, we entered into Securities Purchase Agreements with various accredited and sophisticated investors, pursuant to which we sold Convertible Promissory Notes with interest rates ranging from 8% to 12%, in the original principal amount of $325,000 (the “Notes”). The Notes have maturity date of six months or one year from the issuance date and are convertible into our common stock, at any time after 180 days, at a price for each share of common stock equal to 50% to 60 % of the lowest closing bid price of the common stock as reported on the National Quotatons Bureau OTCQB exchange, based on formulas specified in the agreements.

	The issuances of the Notes were exempt from the registration requirements of the Securities Act of 1933 pursuant to Rule 506 of Regulation D promulgated thereunder. The purchasers were accredited and sophisticated investors, familiar with our operations, and there was no solicitation.

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

	During the six months ended April 30, 2015, six of the convertible notes with total principal amount of $212,500 reached the 180 days and the conversion options became derivative liabilities. Using the Black-Scholes Model, the Company calculated the fair value of the conversion options and recorded derivative liabilities on the 180 day and April 30, 2015. The change in fair value was recorded as derivative expenses.

	On June 13, 2014, we entered into Securities Purchase Agreements with Tangiers Investment Group LLC, pursuant to which we sold a 10% Convertible Promissory Note, in the original principal amount of $55,000 (the “Tangiers Note”). The Tangiers Note has a maturity date of June 13, 2015 and is convertible into our common stock, at any time at a price for each share of common stock equal to 60 % of the lowest closing bid price of the common stock as reported on the National Quotatons Bureau OTCQB exchange, based on a formula specified in the agreement.

	On November 25, 2014, we entered into Securities Purchase Agreements with Tangiers Investment Group LLC, pursuant to which we sold a 10% Convertible Promissory Note, in the original principal amount of $27,500 (the “Tangiers Note 2”). The Tangiers Note 2 has a maturity date of November 25, 2015 and is convertible into our common stock, at any time at a price for each share of common stock equal to 60% of the lowest closing bid price of the common stock as reported on the National Quotatons Bureau OTCQB exchange, based on a formula specified in the agreement.

	The issuances of the Tangiers Note 2 was exempt from the registration requirements of the Securities Act of 1933 pursuant to Rule 506 of Regulation D promulgated thereunder. The purchaser was accredited and sophisticated investors, familiar with our operations, and there was no solicitation.

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

	On November 10, 2014, we entered into Securities Purchase Agreements with Auctus Privatge Equity Funds, LLC, pursuant to which we sold an 8% Convertible Promissory Note, in the original principal amount of $40,000 (the “Auctus Note”). The Auctus Note has a maturity date of November 10, 2015 and is convertible into our common stock, at any time at a price for each share of common stock equal to 55 % of the average of the lowest three (3) trading prices of the common stock as reported on the National Quotatons Bureau OTCQB exchange, based on a formula specified in the agreement.

	The issuances of the Auctus Note was exempt from the registration requirements of the Securities Act of 1933 pursuant to Rule 506 of Regulation D promulgated thereunder. The purchaser was accredited and sophisticated investors, familiar with our operations, and there was no solicitation.

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

	On February 23, 2015, we entered into Securities Purchase Agreements with KBM Worldwide, Inc., pursuant to which we sold an 8% Convertible Promissory Note, in the original principal amount of $48,000 (the “KBM Note”). The KBM Note has a maturity date of October 9, 2015 and is convertible into our common stock, at any time after 180 days, at a price for each share of common stock equal to 55 % of the average of the lowest three (3) trading prices during the ten trading days prior to the conversion date of the common stock as reported on the National Quotatons Bureau OTCQB exchange, based on a formula specified in the agreement.

	The issuances of the KBM Note was exempt from the registration requirements of the Securities Act of 1933 pursuant to Rule 506 of Regulation D promulgated thereunder. The purchaser was accredited and sophisticated investors, familiar with our operations, and there was no solicitation.

	The Company analyzed the conversion option of the KBM Note for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the instrument should be classified as liabilities once the conversion option becomes effective after 180 days due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options for the Notes issued.

	In March and April 2015, we entered into Securities Purchase Agreements with various accredited and sophisticated investors, pursuant to which we sold 8% Convertible Promissory Notes, in the original principal amount of $45,000 (the “New Note”). The New Notes have maturity dates of June 12 and October 24, 2015 and are convertible into our common stock, at any time at a price for each share of common stock equal to 55 % or 60% of the lowest closing price of the common stock as reported on the National Quotatons Bureau OTCQB exchange, based on a formula specified in the agreements.

	The issuances of the New Notes were exempt from the registration requirements of the Securities Act of 1933 pursuant to Rule 506 of Regulation D promulgated thereunder. The purchasers were accredited and sophisticated investors, familiar with our operations, and there was no solicitation.

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

	During the six months ended April 30, 2015, $214,098 of the convertible notes was converted to 720,467,596 shares of the Company’s common stock.

	For the six months ended April 30, 2015 and 2014, the Company recorded derivative expense of $55,062 and $0, respectively. As of April 30, 2015 and October 31, 2014, the derivative liability amounted to $204,963 and $207,891, respectively.

	As of April 30, 2015 and October 31, 2014, the outstanding amount of the convertible notes were $99,974 and $233,747, net of discount of $123,820 and $33,753, respectively.

6_COMMITMENTS_AND_CONTINGENCIE

6. COMMITMENTS AND CONTINGENCIES	6 Months Ended
6. COMMITMENTS AND CONTINGENCIES	Apr. 30, 2015
Commitments and Contingencies Disclosure [Abstract]
6. COMMITMENTS AND CONTINGENCIES	Consulting Agreements

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

	Employment Agreements

	On February 1, 2010, the Company entered into an Employment Agreement with William McKay. Under the agreement, Mr. McKay will receive a base salary of $180,000, plus an initial bonus of 1,200,000 shares of the Company’s common stock (to be issued in 300,000 share blocks on a quarterly basis). The shares were valued based on the closing stock price on the date of the agreement. The initial term of the Employment Agreement expired on January 31, 2011 and automatically renewed for an additional one-year term. The agreement ended January 31, 2013 and Mr. McKay agreed to continue serve as the Company’s CEO without base salary. During the years ended October 31, 2014 and 2013, Mr. McKay waived $350,000 and $47,200 of the salaries owed to him which was treated as a capital contribution increasing additional paid in capital by $350,000 and $47,200, respectively.

	As of April 30, 2015 and October 31, 2014, the total accrued salaries owed to Mr. McKay were $0.
	Lease Agreement

	In October 2010, the Company entered into a lease of its administrative offices. The lease expired November 30, 2012 and currently calls for monthly rental payments of $792 pursuant to a month to month agreement.

7_CAPITAL_STOCK_TRANSACTIONS

7. CAPITAL STOCK TRANSACTIONS

6 Months Ended

Apr. 30, 2015

Equity [Abstract]

7. CAPITAL STOCK TRANSACTIONS

Preferred Stock

The Company is authorized to issue up to 5,000,000 shares of its $0.001 preferred stock. At April 30, 2015 and October 31, 2014, there were no shares issued and outstanding, respectively.

Common Stock

The Company is authorized to issue up to 4,500,000,000 shares of its $0.001 common stock. At April 30, 2015 and October 31, 2014, there were 1,571,934,788 and 179,447,431 shares issued and outstanding, respectively.

Fiscal year 2014:

During the year ended October 31, 2014, the Company issued a total of 2,000,000 shares of common stock to its Board of Directors for services. The shares were valued at $86,000 based on the closing stock price on the date of the restricted stock grant.

During the year ended October 31, 2014, the Company also issued total of 18,893,566 shares of common stock to consultants for services rendered. The shares were valued at $863,679 based on the closing stock prices on the dates of the stock grants.

During the year ended October 31, 2014, the Company entered into various purchase agreements with accredited investors for the sale of 31,987,382 shares of its common stock at a price of $0.01 to $0.04 per share. Total cash proceeds from the sale of stock during the year ended October 31, 2014, was $541,600. In connection with the these stock purchase agreements, the Company issued 9,413,380 shares of common stock in lieu of finders’ fees, which represents stock offering costs. Finders’ fees are treated as a reduction in paid in capital per current accounting guidance.

During the year ended October 31, 2014, the Company issued 15,562,444 shares upon conversion of convertible notes amounted to $158,913.

Fiscal year 2015:

During the six months ended April 30, 2015, the Company issued 387,000,000 shares of common stock for legal and consulting services rendered. The shares were valued at $425,000 based on service invoice and the closing stock prices on the dates of the stock grants.

During the six months ended April 30, 2015, the company entered into various purchase agreements with an accredited investor for the sale of 228,000,000 shares of its common stock at a price of $0.005 and $0.00035 per share. Total cash proceeds from the sale of stock during the six months ended April 30, 2015, was $210,000, which was recorded as common stock to be issued.

During the six months ended April 30, 2015, the Company also issued 720,467,596 shares upon conversion of convertible notes amounted to $214,098.

Options and Warrants

A summary of option activity during the three months ended April 30, 2015 and the year ended October 31, 2014 are presented below:

30-Apr-15

31-Oct-14

Weighted

average

Number of

exercise

life

Number of

exercise

life

price

(years)

price

(years)

Outstanding at beginning of year

52,666,667

0.08

6.24

52,666,667

0.08

10.42

Granted

138,000,000

0.0146

–

Exercised

–

Forfeited

50,000,000

0.08

6.24

–

Cancelled

–

Expired

–

Outstanding at end of period

140,666,667

0.0146

9.77

52,666,667

0.08

9.42

Options exercisable at end of period

37,166,667

0.0146

9.77

31,166,667

0.15

6.24

A summary of warrant activity during the three months ended April 30, 2015 and the year ended October 31, 2014 are presented below:

30-Apr-15

31-Oct-14

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

6.39

4,000,000

0.75

7.39

Granted

–

Exercised

–

Forfeited

–

Cancelled

–

Expired

–

Outstanding at end of year

4,000,000

0.75

6.24

4,000,000

0.75

6.39

Warrants exercisable at end of year

–

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:

$0.02

Exercise Price:

$0.02

Term:

10 years

Volatility:

321%

Dividend Yield:

Risk Free Interest Rate:

2.25%

For the six months ended April 30, 2015, $2,002,500 was amortized as stock based compensation.

8_SUBSEQUENT_EVENTS

8. SUBSEQUENT EVENTS	6 Months Ended
8. SUBSEQUENT EVENTS	Apr. 30, 2015
Subsequent Events [Abstract]
8. SUBSEQUENT EVENTS	In May 2015, the Company issued 839,384,572 shares of its common stock upon conversion of the convertible notes outstanding.

2_SUMMARY_OF_SIGNIFICANT_ACCOU1

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Apr. 30, 2015

Accounting Policies [Abstract]

Basis of Presentation

Consolidation

Non-controlling interests

Use of Estimates

Cash and Equivalents

Concentration of Credit Risk

Impairment of Long-Lived Assets

Indefinite-lived Intangible Assets

Fair Value of Financial Instruments

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

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

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

Fair Value Measurements at

30-Apr-15

(Unaudited)

Carrying

Value

April 30,

2015

Level 1

Level 2

Level 3

Liabilities:

Convertible notes payable, net

99,974

–

99,974

Convertible notes payable – currently in default

260,000

–

260,000

Derivative liabilities

204,963

–

204,963

Fair Value Measurements at

31-Oct-14

Carrying

Value

October 31,

2014

Level 1

Level 2

Level 3

Liabilities:

Convertible notes payable, net

233,747

–

233,747

Convertible notes payable – currently in default

260,000

–

260,000

Derivative liabilities

207,891

–

207,891

Income Taxes

Equipment

Issuance of Shares for Non-Cash Consideration