Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jan. 31, 2016 | Mar. 10, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | Trans-Pacific Aerospace Company, Inc. | |
Entity Central Index Key | 1,422,295 | |
Document Type | 10-Q | |
Document Period End Date | Jan. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --10-31 | |
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 | 2,944,402,694 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jan. 31, 2016 | Oct. 31, 2015 |
Current assets | ||
Cash | $ 3,621 | $ 6,833 |
Prepaid expenses | 792 | 1,584 |
Total current assets | 4,413 | 8,417 |
Non-Current assets | ||
Office equipment, net of accumulated depreciation of $5,003 and $4,702, respectively | 3,403 | 3,704 |
Security deposit | 1,584 | 1,584 |
Total non-current assets | 4,987 | 5,288 |
Total assets | 9,400 | 13,705 |
Current liabilities | ||
Accounts payable and accrued expenses | 60,021 | 60,021 |
Income taxes payable | 1,951 | 1,951 |
Accrued salary and payroll taxes | 20,433 | 20,433 |
Accrued interest payable | 2,000 | 500 |
Other payables - related parties | 156,187 | 58,975 |
Convertible note payable, net of discount | 33,333 | 8,333 |
Convertible note payable, currently in default | 260,000 | 260,000 |
Total current liabilities | 533,925 | 410,213 |
Total liabilities | 533,925 | 410,213 |
Stockholders' (deficit) | ||
Preferred stock, par value $0.001, 5,000,000 shares authorized. 3,685 and 2,945 shares issued and outstanding at January 31, 2016 and October 31, 2015, respectively | 4 | 3 |
Common stock, par value $0.001, 4,500,000,000 shares authorized. 2,944,402,694 and 3,829,346,478 shares issued and outstanding at January 31, 2016 and October 31, 2015, respectively | 2,944,402 | 3,829,346 |
Additional paid-in capital | 18,236,241 | 17,142,748 |
Common stock to be issued | 86,093 | 86,093 |
Accumulated deficit | (21,127,797) | (20,814,980) |
Total Trans-Pacific Aerospace Company Inc. stockholders' equity | 138,943 | 243,210 |
Non-controlling interest in subsidiary | (663,468) | (639,718) |
Total stockholders' (deficit) | (524,525) | (396,508) |
Total liabilities and stockholders' (deficit) | $ 9,400 | $ 13,705 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Jan. 31, 2016 | Oct. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accumulated depreciation | $ 5,003 | $ 4,702 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 3,685 | 2,945 |
Preferred stock, shares outstanding | 3,685 | 2,945 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 4,500,000,000 | 4,500,000,000 |
Common stock, shares issued | 2,944,402,694 | 3,829,346,478 |
Common stock, shares outstanding | 2,944,402,694 | 3,829,346,478 |
Unaudited Consolidated Statemen
Unaudited Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Operating expenses | ||
Professional fees | $ 2,875 | $ 65,765 |
Consulting | 220,600 | 27,000 |
Other general and administrative | 82,042 | 1,496,182 |
Total operating expenses | 305,517 | 1,588,947 |
Operating loss from continuing operations | (305,517) | (1,588,947) |
Interest expense, net | (31,050) | (57,724) |
Change in fair value of derivative liabilities | 0 | 25,799 |
Net loss from continuing operations | (336,567) | (1,620,872) |
Discontinued operations | ||
Net gain (loss) from discontinued operations | 0 | 0 |
Loss before income taxes | (336,567) | (1,620,872) |
Income taxes | 0 | 0 |
Net Loss | (336,567) | (1,620,872) |
Less: Loss attributable to non-controlling interest | (23,750) | (42,544) |
Net Loss attributable to the Company | $ (312,817) | $ (1,578,328) |
Basic and dilutive net loss from operations per share | $ 0 | $ (0.01) |
Weighted average number of common shares outstanding, basic and diluted | 3,506,900,273 | 185,331,761 |
Unaudited Consolidated Stateme5
Unaudited Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (336,567) | $ (1,620,872) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 204,000 | 1,352,500 |
Amortization of debt discount | 25,000 | 46,340 |
Imputed interest expense | 4,550 | 4,550 |
Change in fair value of derivative liabilities | 0 | (25,799) |
Depreciation expense | 301 | 301 |
Change in operating assets and liabilities: | ||
Prepaid and deferred expenses | 792 | (2,376) |
Accounts payable and accrued expenses | 0 | 17,237 |
Accrued interest payable | 1,500 | 6,834 |
Net cash used in operating activities | (100,424) | (221,285) |
Cash flows from financing activities: | ||
Common stock issued for cash | 0 | 140,000 |
Convertible note issued for cash | 0 | 67,500 |
Repayment of convertible notes | 0 | 0 |
Other payables - related parties | 97,212 | 0 |
Net cash provided by financing activities | 97,212 | 207,500 |
Net increase / decrease in cash | (3,212) | (13,785) |
Cash, beginning of the period | 6,833 | 50,089 |
Cash, end of the period | 3,621 | 36,304 |
Supplemental cash flow disclosure: | ||
Interest paid | 0 | 0 |
Income taxes paid | 0 | 0 |
Supplemental disclosure of non-cash transactions: | ||
Common stock issued for payment on outstanding liabilities | 0 | 40,000 |
Common stock issued for conversion on notes payable | 0 | 46,129 |
Conversion of derivative liability to common stock | 0 | 59,739 |
Retirement of common shares | 200,000 | 0 |
Derivative liabilities | $ 0 | $ 221,353 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Deficit) - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Common Stock To Be Issued | Noncontrolling Interest | Accumulated Deficit | Total |
Beginning balance, shares at Oct. 31, 2014 | 0 | 179,447,431 | |||||
Beginning balance, value at Oct. 31, 2014 | $ 0 | $ 179,447 | $ 15,461,785 | $ 64,093 | $ (489,407) | $ (16,064,350) | $ (848,432) |
Common stock converted to preferred stock, shares | 767 | (759,817,144) | |||||
Common stock converted to preferred stock | $ 1 | $ (759,817) | 759,817 | 1 | |||
Preferred stock issued for services & compensation, shares | 1,203 | ||||||
Preferred stock issued for services & compensation | $ 1 | 644,999 | 645,000 | ||||
Common stock issued for cash, shares | 228,000,000 | ||||||
Common stock issued for cash, value | $ 228,000 | (18,000) | 210,000 | ||||
Preferred stock issued for cash, shares | 250 | ||||||
Preferred stock issued for cash, value | 300,000 | 22,000 | 322,000 | ||||
Common stock issued in lieu of finders fees, shares | 725 | 57,019,761 | |||||
Common stock issued in lieu of finders fees | $ 1 | $ 57,020 | (57,021) | ||||
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 | 3,737,696,430 | ||||||
Common stock issued upon conversion of notes payable | $ 3,737,696 | (3,355,618) | 382,078 | ||||
Conversion of derivative liability to common stock | 540,586 | 540,586 | |||||
Amortization of stock options | 2,760,000 | 2,760,000 | |||||
Imputed interest | 18,200 | 18,200 | |||||
Note discount | 50,000 | 50,000 | |||||
Loss on Minority interest | (150,311) | (150,311) | |||||
Net loss | (4,750,630) | ||||||
Ending balance, shares at Oct. 31, 2015 | 2,945 | 3,829,346,478 | |||||
Ending balance, value at Oct. 31, 2015 | $ 3 | $ 3,829,346 | 17,142,748 | 86,093 | (639,718) | (20,814,980) | $ (396,508) |
Common stock converted to preferred stock, shares | 694 | (692,943,784) | |||||
Common stock converted to preferred stock | $ 1 | $ (692,944) | $ 692,943 | ||||
Preferred stock issued for services & compensation, shares | 54 | 172,800 | 172,800 | ||||
Common stock issued for services and compensation, shares | 8,000,000 | ||||||
Common stock issued for services and compensation | $ 8,000 | $ 23,200 | $ 31,200 | ||||
Stock retired, shares retired | (8) | (200,000,000) | |||||
Stock retired, value | $ (200,000) | 200,000 | |||||
Conversion of derivative liability to common stock | 0 | ||||||
Imputed interest | 4,550 | 4,550 | |||||
Loss on Minority interest | (23,750) | (23,750) | |||||
Net loss | (312,817) | ||||||
Ending balance, shares at Jan. 31, 2016 | 3,685 | 2,944,402,694 | |||||
Ending balance, value at Jan. 31, 2016 | $ 4 | $ 2,944,402 | $ 18,236,241 | $ 86,093 | $ (663,468) | $ (21,127,797) | $ (524,525) |
1. BACKGROUND AND ORGANIZATION
1. BACKGROUND AND ORGANIZATION | 3 Months Ended |
Jan. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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 Companys 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 Companys 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 Companys 25%-owned Hong Kong subsidiary engaged in the development of the production facility in Guangzhou, China. On June 21, 2013, upon closing of the transactions under the Securities Purchase Agreements, the Company increased its ownership of Godfrey from 25% to 55%. Business Overview The Companys 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. 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 Companys 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 $312,817 during the three months ended January 31, 2016, and an accumulated deficit of $21,127,797 at January 31, 2016. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease development of operations. Managements 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 | 3 Months Ended |
Jan. 31, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation The Company maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP). 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 Companys Annual Report on Form 10-K for the year ended October 31, 2015, filed with the SEC on February 16, 2015. Consolidation Accounting policies used by the Company and the Companys subsidiaries conform to US GAAP. Significant policies are discussed below. The Companys consolidated accounts include the Companys accounts and the accounts of the Companys 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 The Companys 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 Companys other activities. In the equity section of the Consolidated Balance Sheet, the Company presents the portion of the negative equity attributable to non-controlling interests in Godfrey. In the Consolidated Statement of Operations, the Company presents the portion of current period net loss in Godfrey attributable to non-controlling interests. Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. There were no cash equivalents at January 31, 2016 and October 31, 2015. Concentration of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, are cash and cash equivalents. The Company places its cash and temporary cash investments with credit quality institutions. At times, such investments may be in excess of FDIC insurance limits. Impairment of Long-Lived Assets The Company has adopted 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 Companys 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 Companys 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 January 31, 2016 Carrying Value January 31, 2016 Level 1 Level 2 Level 3 Liabilities: Convertible notes payable, net $ 33,333 $ $ $ 33,333 Convertible notes payable currently in default $ 260,000 $ $ $ 260,000 Fair Value Measurements at October 31, 2015 Carrying Value October 31, 2015 Level 1 Level 2 Level 3 Liabilities: Convertible notes payable, net $ 8,333 $ $ $ 8,333 Convertible notes payable currently in default $ 260,000 $ $ $ 260,000 The Company believes that the market rate of interest as of January 31, 2016 and October 31, 2015 was not materially different to the rate of interest at which the convertible notes payable were issued. Accordingly, the Company believes that the fair value of the convertible notes payable approximated their carrying value at January 31, 2016 and October 31, 2015 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 authoritys 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 January 31, 2016, the useful lives of the office equipment ranged from five years to seven years. Issuance of Shares for Non-Cash Consideration to Non-Employees The Company accounts for the issuance of equity instruments to acquire goods and/or services based on the fair value of the goods and services received or the fair value of the equity instrument at the time of issuance, whichever is more readily determinable. The Company's accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of standards issued by the FASB . 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, 2,945 shares of convertible preferred stock, 2,000,000 Series A Warrants, 2,000,000 Series B Warrants and options for 140,666,667 shares outstanding as of October 31, 2015 that are not included in the calculation of Diluted EPS as their impact would be anti-dilutive. For the Three Months Ended 2016 2015 Net loss attributable to the Company $ (312,817 ) $ (1,578,328 ) Basic and diluted net loss from operations per share $ (0.00 ) $ (0.01 ) Weighted average number of common shares outstanding, basic and diluted 3,506,900,273 185,331,761 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 StatementsGoing Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern (ASU 2014-15). In connection with preparing financial statements for each annual and interim reporting period, an entitys management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entitys 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). Managements 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 entitys 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 entitys 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 managements 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 entitys ability to continue as a going concern. If conditions or events raise substantial doubt about an entitys ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration of managements 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): a. Principal conditions or events that raised substantial doubt about the entitys ability to continue as a going concern (before consideration of managements plans) b. Managements evaluation of the significance of those conditions or events in relation to the entitys ability to meet its obligations c. Managements plans that alleviated substantial doubt about the entitys ability to continue as a going concern. If conditions or events raise substantial doubt about an entitys ability to continue as a going concern, and substantial doubt is not alleviated after consideration of managements plans, an entity should include a statement in the footnotes indicating that there is substantial doubt about the entitys 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: a. Principal conditions or events that raise substantial doubt about the entitys ability to continue as a going concern b. Managements evaluation of the significance of those conditions or events in relation to the entitys ability to meet its obligations c. Managements plans that are intended to mitigate the conditions or events that raise substantial doubt about the entitys 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. In February, 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. In August, 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. The amendments in this Update defer the effective date of ASU No. 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU No. 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. 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 Companys present or future consolidated financial statements. |
3. PROPERTY AND EQUIPMENT
3. PROPERTY AND EQUIPMENT | 3 Months Ended |
Jan. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | As of January 31, 2016 and October 31, 2015, the Company had office equipment of $3,403 and 3,704, net of accumulated depreciation of $5,003 and $4,702, respectively. For the three months ended January 31, 2016 and 2015, the Company recorded depreciation expense of $301 and $301, respectively. |
4. RELATED PARTY TRANSACTIONS
4. RELATED PARTY TRANSACTIONS | 3 Months Ended |
Jan. 31, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | Due to lack of sufficient funding to maintain the Companys operations, the Companys officers and directors loaned money to the Company for short term cash flow needs. As of January 31, 2016 and October 31, 2015, Mr. Peter Liu had payables due to him from Godfrey of $60,000 and $60,000; respectively; The Company had receivables due from HAC amounted to $938 and $1,025 at January 31, 2016 and October 31, 2015, respectively. During the three months ended January 31, 2016, the Company borrowed $97,212 from various shareholders under oral agreements. This amount bears no interest and is due on demand. As of January 31, 2016, the outstanding balance was $97,212. |
5. CONVERTIBLE NOTES PAYABLE
5. CONVERTIBLE NOTES PAYABLE | 3 Months Ended |
Jan. 31, 2016 | |
Debt Disclosure [Abstract] | |
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 Companys 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 months ended January 31, 2016 and 2015, the Company recorded imputed interest of $4,550 and $4,550, respectively. During the year ended October 31, 2014, we entered into Securities Purchase Agreements with various accredited and sophisticated investors, pursuant to which we sold Convertible Promissory Notes with interest rates ranging from 8% to 12%, in the original principal amount of $325,000 (the Notes). The Notes have maturity date of six months or one year from the issuance date and are convertible into our common stock, at any time after 180 days, at a price for each share of common stock equal to 50% to 60 % of the lowest closing bid price of the common stock as reported on the National Quotation Bureau OTCQB exchange, based on formulas specified in the agreements. The issuances of the Notes were exempt from the registration requirements of the Securities Act of 1933 pursuant to Rule 506 of Regulation D promulgated thereunder. The purchasers were accredited and sophisticated investors, familiar with our operations, and there was no solicitation. The Company analyzed the conversion option of the Notes for derivative accounting consideration under ASC 815-15 Derivatives and Hedging and determined that the instrument should be classified as liabilities once the conversion option becomes effective after 180 days due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options for the Notes issued. During the year ended October 31, 2014, the Company repaid $112,500 of the principal amount of the Notes. During the six months ended April 30, 2015, six of the above convertible notes with total principal amount of $212,500 reached the 180 days and the conversion options became derivative liabilities. Using the Black-Scholes Model, the Company calculated the fair value of the conversion options and recorded derivative liabilities on the 180 day and April 30, 2015. The change in fair value was recorded as derivative expenses. On June 13, 2014, we entered into Securities Purchase Agreements with Tangiers Investment Group LLC, pursuant to which we sold a 10% Convertible Promissory Note, in the original principal amount of $55,000 (the Tangiers Note). The Tangiers Note has a maturity date of June 13, 2015 and is convertible into our common stock, at any time at a price for each share of common stock equal to 60 % of the lowest closing bid price of the common stock as reported on the National Quotation Bureau OTCQB exchange, based on a formula specified in the agreement. On November 25, 2014, we entered into Securities Purchase Agreements with Tangiers Investment Group LLC, pursuant to which we sold a 10% Convertible Promissory Note, in the original principal amount of $27,500 (the Tangiers Note 2). The Tangiers Note 2 has a maturity date of November 25, 2015 and is convertible into our common stock, at any time at a price for each share of common stock equal to 60% of the lowest closing bid price of the common stock as reported on the National Quotation Bureau OTCQB exchange, based on a formula specified in the agreement. The issuance of the Tangiers Note 2 was exempt from the registration requirements of the Securities Act 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 Private Equity Funds, LLC, pursuant to which we sold an 8% Convertible Promissory Note, in the original principal amount of $40,000 (the Auctus Note). The Auctus Note has a maturity date of November 10, 2015 and is convertible into our common stock, at any time at a price for each share of common stock equal to 55 % of the average of the lowest three (3) trading prices of the common stock as reported on the National Quotation Bureau OTCQB exchange, based on a formula specified in the agreement. The issuance of the Auctus Note was exempt from the registration requirements of the Securities Act 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 Quotation Bureau OTCQB exchange, based on a formula specified in the agreement. The issuance of the KBM Note was exempt from the registration requirements of the Securities Act 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 October24, 2015 and are convertible into our common stock, at any time at a price for each share of common stock equal to 55 % or 60% of the lowest closing price of the common stock as reported on the National Quotation Bureau OTCQB exchange, based on a formula specified in the agreements. The issuances of the New Notes were exempt from the registration requirements of the Securities Act 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. In September 2015, the Company entered into a Securities Purchase Agreement with Apollo Capital Corp, pursuant to which we sold a 12% Convertible Promissory Note, in the original principal amount of $50,000 (the Apollo Note). The Apollo Note has maturity date of March 29, 2016 and are convertible into our common stock, at any time after 180 days, at a price for each share of common stock equal to 40% of the lowest closing price of the common stock as reported on the National Quotation Bureau OTCQB exchange, based on a formula specified in the agreements. The issuance of the Apollo Note was exempt from the registration requirements of the Securities Act 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 Apollo Note for derivative accounting consideration under ASC 815-15 Derivatives and Hedging and determined that the instrument should be classified as liability once the conversion option becomes effective after 180 days due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options for the Notes issued. During the years ended October 31, 2015, $382,078 of the convertible notes was converted to 3,737,696,430 shares of the Companys common stock. For the three months ended January 31, 2016 and 2015, the Company recorded derivative expense of $0 and ($25,799), respectively. As of January 31, 2016 and October 31, 2015, the derivative liability was fully converted or paid off. As of January 31, 2016 and October 31, 2015, the outstanding amount of the convertible notes were $33,333 and $8,333, net of discount of $16,667 and $41,667, respectively. |
6. COMMITMENTS AND CONTINGENCIE
6. COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Jan. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
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 Companys 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 Companys CEO without base salary. As of January 31, 2016 and October 31, 2015, the total accrued salaries owed to Mr. McKay were $0. Lease Agreement In October 2010, the Company entered into a lease of its administrative offices. The lease expired November 30, 2012 and currently calls for monthly rental payments of $970 pursuant to a month to an annual agreement. |
7. CAPITAL STOCK TRANSACTIONS
7. CAPITAL STOCK TRANSACTIONS | 3 Months Ended |
Jan. 31, 2016 | |
Equity [Abstract] | |
CAPITAL STOCK TRANSACTIONS | Preferred Stock The Company is authorized to issue up to 5,000,000 shares of its $0.001 preferred stock. In June 2015, the Company designated 20,000 of the authorized preferred stock as convertible preferred stock with the following characteristics: i. Each share of Preferred Stock would be convertible into 1,000,000 shares of Common Stock at the Preferred Stock holders option, subject to restrictions regarding timing, volume and common share availability. ii. In shareholder votes, each share of Preferred Stock would have voting power equal to 1,000,000 shares of Common Stock. During the year ended October 31, 2015, 759,817,144 shares of common stock were retired and converted to 767 shares of convertible preferred stock. In addition, the Company issued 1,203 shares of convertible preferred stock to its employee and consultants for services rendered. These shares were value at $645,000 based on closing price of the underlying common stock if converted. In June 2015, the company entered into various purchase agreements with accredited investors for the sale of 220 shares of its convertible preferred stock at a price of $100 per share. Total cash proceeds from the sale of stock were $22,000 which was recorded as stock to be issued. During the year ended October 31, 2015, the company entered into various purchase agreements with an accredited investor for the sale of 478,000,000 shares of its common stock at a price ranged from $0.00035 to $0.0012 per share. Total cash proceeds from the sale of stock during the year ended October 31, 2015, was $510,000. As of October 31, 2015, the Company issued 228,000,000 shares of common stock and 250 shares of preferred stock in lieu of 250,000,000 shares of common stock. In connection with these stock purchase agreements, the Company issued 57,019,761 shares of common stock and 725 shares of preferred stock in lieu of finders fees, which represents stock offering costs. Finders fees are treated as a reduction in paid in capital per current accounting guidance. During the three months ended January 31, 2016, 692,943,784 shares of common stock were retired and converted to 694 shares of convertible preferred stock. In addition, the Company issued 54 shares of convertible preferred stock to its employee and consultants for services rendered. These shares were value at $172,800 based on closing price of the underlying common stock if converted. During the three months ended January 31, 2016, 8 shares of preferred stock were retired and cancelled. At January 31, 2016 and October 31, 2015, there were 3,685 and 2,945 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 January 31, 2016 and October 31, 2015, there were 2,944,402,694 and 3,829,346,478 shares issued and outstanding, respectively. Fiscal year 2015: During the year ended October 31, 2015, the Company issued 387,000,000 shares of common stock for legal and consulting services rendered. The shares were valued at $425,000 based on service invoice and the closing stock prices on the dates of the stock grants. During the year ended October 31, 2015, the company entered into various purchase agreements with an accredited investor for the sale of 478,000,000 shares of its common stock at a price ranged from $0.00035 to $0.0012 per share. Total cash proceeds from the sale of stock during the year ended October 31, 2015, was $510,000. As of October 31, 2015, the Company issued 228,000,000 shares of common stock and 250 shares of preferred stock in lieu of 250,000,000 shares of common stock. In connection with these stock purchase agreements, the Company issued 57,019,761 shares of common stock and 725 shares of preferred stock in lieu of finders fees, which represents stock offering costs. Finders fees are treated as a reduction in paid in capital per current accounting guidance. During the year ended October 31, 2015, the Company also issued 3,737,696,430 shares upon conversion of convertible notes amounted to $382,077. During the year ended October 31, 2015, 759,817,144 shares of common stock were retired and converted to 767 shares of convertible preferred stock. Fiscal year 2016: During the three months ended January 31, 2016, 692,943,784 shares of common stock were retired and converted to 694 shares of convertible preferred stock. In addition, 200,000,000 shares were retired and cancelled. Options and Warrants A summary of option activity during the three months ended January 31, 2016 and the year ended October 31, 2015 are presented below: January 31, 2016 October 31, 2015 Weighted Weighted Weighted Weighted average average average average Number of exercise life Number of exercise life shares price (years) shares price (years) Outstanding at beginning of year 140,666,667 $ 0.0146 9.27 52,666,667 $ 0.08 6.24 Granted 138,000,000 0.0146 10.00 Exercised Forfeited 50,000,000 0.08 6.24 Cancelled Expired Outstanding at end of period 140,666,667 $ 0.0146 9.02 140,666,667 $ 0.0146 9.27 Options exercisable at end of period 140,666,667 $ 0.0146 9.02 140,666,667 $ 0.0146 9.27 A summary of warrant activity during the three months ended January 31, 2016 and the year ended October 31, 2015 are presented below: January 31, 2016 October 31, 2015 Weighted Weighted Weighted Weighted average average average 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 5.39 4,000,000 $ 0.75 6.39 Granted Exercised Forfeited Cancelled Expired Outstanding at end of period 4,000,000 $ 0.75 5.14 4,000,000 $ 0.75 5.39 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. |
8. SUBSEQUENT EVENTS
8. SUBSEQUENT EVENTS | 3 Months Ended |
Jan. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | · In February 2016, the Company issued 290 shares of convertible preferred stock as compensation to consultants for services rendered. · In February 2016, the Company paid off the $50,000 Apollo Note with accrued interest in cash. |
2. SUMMARY OF SIGNIFICANT ACC15
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Jan. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP). 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 Companys Annual Report on Form 10-K for the year ended October 31, 2015, filed with the SEC on February 16, 2015. |
Consolidation | Consolidation Accounting policies used by the Company and the Companys subsidiaries conform to US GAAP. Significant policies are discussed below. The Companys consolidated accounts include the Companys accounts and the accounts of the Companys 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 | Non-controlling interests The Company accounts for changes in our controlling interests of subsidiaries according to Accounting Codification Standards 810 Consolidations The Companys 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 Companys 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 | 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 Cash Equivalents Cash and cash equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. There were no cash equivalents at January 31, 2016 and October 31, 2015. |
Concentration of Credit Risk | 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 | 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 | 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 | 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 Companys 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 Companys 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 January 31, 2016 Carrying Value January 31, 2016 Level 1 Level 2 Level 3 Liabilities: Convertible notes payable, net $ 33,333 $ $ $ 33,333 Convertible notes payable currently in default $ 260,000 $ $ $ 260,000 Fair Value Measurements at October 31, 2015 Carrying Value October 31, 2015 Level 1 Level 2 Level 3 Liabilities: Convertible notes payable, net $ 8,333 $ $ $ 8,333 Convertible notes payable currently in default $ 260,000 $ $ $ 260,000 The Company believes that the market rate of interest as of January 31, 2016 and October 31, 2015 was not materially different to the rate of interest at which the convertible notes payable were issued. Accordingly, the Company believes that the fair value of the convertible notes payable approximated their carrying value at January 31, 2016 and October 31, 2015 due to short term maturity. |
Income Taxes | 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 authoritys widely understood administrative practices and precedents. |
Equipment | 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 January 31, 2016, the useful lives of the office equipment ranged from five years to seven years. |
Issuance of Shares for Non-Cash Consideration to Non-Employees | 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 . |
Stock-Based Compensation | 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 | 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 | 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, 2,845 shares of convertible preferred stock, 2,000,000 Series A Warrants, 2,000,000 Series B Warrants and options for 140,666,667 shares outstanding as of October 31, 2015 that are not included in the calculation of Diluted EPS as their impact would be anti-dilutive. For the Three Months Ended 2016 2015 Net loss attributable to the Company $ (312,817 ) $ (1,578,328 ) Basic and diluted net loss from operations per share $ (0.00 ) $ (0.01 ) Weighted average number of common shares outstanding, basic and diluted 3,506,900,273 185,331,761 |
Recently Adopted and Recently Enacted Accounting Pronouncements | 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 StatementsGoing Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern (ASU 2014-15). In connection with preparing financial statements for each annual and interim reporting period, an entitys management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entitys 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). Managements 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 entitys 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 entitys 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 managements 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 entitys ability to continue as a going concern. If conditions or events raise substantial doubt about an entitys ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration of managements 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): a. Principal conditions or events that raised substantial doubt about the entitys ability to continue as a going concern (before consideration of managements plans) b. Managements evaluation of the significance of those conditions or events in relation to the entitys ability to meet its obligations c. Managements plans that alleviated substantial doubt about the entitys ability to continue as a going concern. If conditions or events raise substantial doubt about an entitys ability to continue as a going concern, and substantial doubt is not alleviated after consideration of managements plans, an entity should include a statement in the footnotes indicating that there is substantial doubt about the entitys 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: a. Principal conditions or events that raise substantial doubt about the entitys ability to continue as a going concern b. Managements evaluation of the significance of those conditions or events in relation to the entitys ability to meet its obligations c. Managements plans that are intended to mitigate the conditions or events that raise substantial doubt about the entitys 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. In February, 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. In August, 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. The amendments in this Update defer the effective date of ASU No. 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU No. 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. 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 Companys present or future consolidated financial statements. |
2. SUMMARY OF SIGNIFICANT ACC16
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Jan. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of fair values of assets and liabilities | Fair Value Measurements at January 31, 2016 Carrying Value January 31, 2016 Level 1 Level 2 Level 3 Liabilities: Convertible notes payable, net $ 33,333 $ $ $ 33,333 Convertible notes payable currently in default $ 260,000 $ $ $ 260,000 Fair Value Measurements at October 31, 2015 Carrying Value October 31, 2015 Level 1 Level 2 Level 3 Liabilities: Convertible notes payable, net $ 8,333 $ $ $ 8,333 Convertible notes payable currently in default $ 260,000 $ $ $ 260,000 |
Schedule of Earnings Per Share Basic and Diluted | For the Three Months Ended 2016 2015 Net loss attributable to the Company $ (312,817 ) $ (1,578,328 ) Basic and diluted net loss from operations per share $ (0.00 ) $ (0.01 ) Weighted average number of common shares outstanding, basic and diluted 3,506,900,273 185,331,761 |
7. CAPITAL STOCK TRANSACTIONS (
7. CAPITAL STOCK TRANSACTIONS (Tables) | 3 Months Ended |
Jan. 31, 2016 | |
Capital Stock Transactions Tables | |
Summary of option activity | January 31, 2016 October 31, 2015 Weighted Weighted Weighted Weighted average average average average Number of exercise life Number of exercise life shares price (years) shares price (years) Outstanding at beginning of year 140,666,667 $ 0.0146 9.27 52,666,667 $ 0.08 6.24 Granted 138,000,000 0.0146 10.00 Exercised Forfeited 50,000,000 0.08 6.24 Cancelled Expired Outstanding at end of period 140,666,667 $ 0.0146 9.02 140,666,667 $ 0.0146 9.27 Options exercisable at end of period 140,666,667 $ 0.0146 9.02 140,666,667 $ 0.0146 9.27 |
Summary of warrant activity | January 31, 2016 October 31, 2015 Weighted Weighted Weighted Weighted average average average 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 5.39 4,000,000 $ 0.75 6.39 Granted Exercised Forfeited Cancelled Expired Outstanding at end of period 4,000,000 $ 0.75 5.14 4,000,000 $ 0.75 5.39 Warrants exercisable at end of period $ $ |
Assumptions | Market Price: $0.020 Exercise Price: $0.015 Term: 10 years Volatility: 321% Dividend Yield: 0 Risk Free Interest Rate: 2.25% |
1. BACKGROUND AND ORGANIZATION
1. BACKGROUND AND ORGANIZATION (Details Narrative) - USD ($) | 3 Months Ended | |||
Jan. 31, 2016 | Jan. 31, 2015 | Oct. 31, 2015 | Jun. 21, 2013 | |
Net loss from operations | $ (312,817) | $ (1,578,328) | ||
Accumulated deficit | $ (21,127,797) | $ (20,814,980) | ||
Godfrey | ||||
Minority ownership | 55.00% |
2. SUMMARY OF SIGNIFICANT ACC19
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Fair Value Assets and Liabilities) - Fair Value, Measurements, Recurring [Member] - USD ($) | Jan. 31, 2016 | Oct. 31, 2015 |
Convertible note payable | $ 33,333 | $ 8,333 |
Convertible notes payable - currently in default | 260,000 | 260,000 |
Level 1 | ||
Convertible note payable | 0 | 0 |
Convertible notes payable - currently in default | 0 | 0 |
Level 2 | ||
Convertible note payable | 0 | 0 |
Convertible notes payable - currently in default | 0 | 0 |
Level 3 | ||
Convertible note payable | 33,333 | 8,333 |
Convertible notes payable - currently in default | $ 260,000 | $ 260,000 |
2. SUMMARY OF SIGNIFICANT ACC20
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Net Loss Per Share) - USD ($) | 3 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Accounting Policies [Abstract] | ||
Net loss attributable to the Company | $ (312,817) | $ (1,578,328) |
Basic and diluted net loss from operations per share | $ 0 | $ (0.01) |
Weighted average number of common shares outstanding, basic and diluted | 3,506,900,273 | 185,331,761 |
2. SUMMARY OF SIGNIFICANT ACC21
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 12 Months Ended |
Oct. 31, 2015shares | |
Useful lives of the office equipment | 5 to 7 years |
Convertible preferred stock | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | 2,945 |
Series A Warrants | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | 2,000,000 |
Series B Warrants | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | 2,000,000 |
Options | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | 140,666,667 |
3. PROPERTY AND EQUIPMENT (Deta
3. PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Oct. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |||
Office equipment, net | $ 3,403 | $ 3,704 | |
Accumulated depreciation | 5,003 | $ 4,702 | |
Depreciation expense | $ 301 | $ 301 |
4. RELATED PARTY TRANSACTIONS (
4. RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | |
Jan. 31, 2016 | Oct. 31, 2015 | |
Other payables - related parties | $ 156,187 | $ 58,975 |
Harbin Aerospace Company | ||
Other receviables - related parties | 938 | 1,025 |
Various Shareholders [Member] | ||
Other payables - related parties | 97,212 | |
Proceeds from related parties | 97,212 | |
Godfrey | Peter Liu | ||
Other payables - related parties | $ 60,000 | $ 60,000 |
5. CONVERTIBLE NOTES PAYABLE (D
5. CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Apr. 30, 2015 | Oct. 31, 2015 | Oct. 31, 2014 | |
Imputed interest | $ 4,550 | $ 4,550 | |||
Repayments of convertible notes | 0 | 0 | |||
Derivative liability | $ 0 | ||||
Convertible note balances, net | 33,333 | 8,333 | |||
Discount on convertible notes | 41,667 | ||||
Notes | |||||
Original convertible note amount | $ 325,000 | ||||
Interest rates | 8% to 12% | ||||
Repayments of convertible notes | $ 112,500 | ||||
Derivative expenses | $ 212,500 | ||||
Tangiers Note | |||||
Original convertible note amount | $ 55,000 | ||||
Interest rates | 10% | ||||
Maturity date | Jun. 13, 2015 | ||||
Tangiers Note 2 | |||||
Original convertible note amount | $ 27,500 | ||||
Interest rates | 10% | ||||
Maturity date | Nov. 25, 2015 | ||||
Auctus Note | |||||
Original convertible note amount | $ 40,000 | ||||
Interest rates | 8% | ||||
Maturity date | Nov. 10, 2015 | ||||
KBM Note | |||||
Original convertible note amount | $ 48,000 | ||||
Interest rates | 8% | ||||
Maturity date | Oct. 9, 2015 | ||||
New Note | |||||
Original convertible note amount | $ 45,000 | ||||
Interest rates | 8% | ||||
Maturity date | Oct. 24, 2015 | ||||
Apollo Capital Corp. | |||||
Original convertible note amount | $ 50,000 | ||||
Interest rates | 12% | ||||
Maturity date | Mar. 29, 2016 | ||||
Convertible Notes Payable [Member] | |||||
Common stock issued upon conversion of notes payable, shares | 3,737,696,430 | ||||
Debt converted, amount converted | $ 382,078 | ||||
HAC convertible note | |||||
Imputed interest | $ 4,550 | $ 4,550 |
6. COMMITMENTS AND CONTINGENC25
6. COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Jan. 31, 2016 | Oct. 31, 2015 |
McKay | ||
Accrued salaries | $ 0 | $ 0 |
7. CAPITAL STOCK TRANSACTIONS26
7. CAPITAL STOCK TRANSACTIONS (Details - Option activity) - Stock Options - $ / shares | 3 Months Ended | 12 Months Ended |
Jan. 31, 2016 | Oct. 31, 2015 | |
Number of Options Outstanding, Beginning | 140,666,667 | 52,666,667 |
Number of Options Granted | 138,000,000 | |
Number of Options Exercised | ||
Number of Options Forfeited | 50,000,000 | |
Number of Options Cancelled | ||
Number of Options Expired | ||
Number of Options Outstanding, Ending | 140,666,667 | 140,666,667 |
Number of Options Exercisable | 140,666,667 | 140,666,667 |
Weighted Average Exercise Price Outstanding, Beginning | $ .0146 | $ .08 |
Weighted Average Exercise Price Granted | $ .0146 | |
Weighted Average Exercise Price Exercised | ||
Weighted Average Exercise Price Forfeited | $ .08 | |
Weighted Average Exercise Price Canceled | ||
Weighted Average Exercise Price Expired | ||
Weighted Average Exercise Price Outstanding, Ending | .0146 | $ .0146 |
Weighted Average Exercise Price Exercisable | $ .0146 | $ .0146 |
Weighted Average Remaining Contractual Life (in years) Outstanding, Beginning | 9 years 3 months 7 days | 6 years 2 months 26 days |
Weighted Average Remaining Contractual Life (in years) granted | 10 years | |
Weighted Average Remaining Contractual Life (in years) forfeited | 6 years 2 months 26 days | |
Weighted Average Remaining Contractual Life (in years) Outstanding, Ending | 9 years 7 days | 9 years 3 months 7 days |
Weighted Average Remaining Contractual Life (in years) Exercisable | 9 years 7 days | 9 years 3 months 7 days |
7. CAPITAL STOCK TRANSACTIONS27
7. CAPITAL STOCK TRANSACTIONS (Details - Warrants outstanding) - Warrant [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Jan. 31, 2016 | Oct. 31, 2015 | |
Warrants outstanding, beginning balance | 4,000,000 | 4,000,000 |
Warrants outstanding, ending balance | 4,000,000 | 4,000,000 |
Warrants exercisable | 0 | |
Weighted average exercise price, beginning | $ .75 | $ 0.75 |
Weighted average exercise price, ending | $ 0.75 | $ .75 |
Weighted average remaining contractual life, beginning | 5 years 4 months 20 days | 6 years 4 months 20 days |
Weighted average remaining contractual life, ending | 5 years 1 month 20 days | 5 years 4 months 20 days |
7. CAPITAL STOCK TRANSACTIONS28
7. CAPITAL STOCK TRANSACTIONS (Details - Assumptions) | 3 Months Ended |
Jan. 31, 2016$ / shares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Market Price: | $ 0.20 |
Exercise Price: | $ .015 |
Term: | 10 years |
Volatility: | 321.00% |
Dividend Yield: | 0.00% |
Risk Free Interest Rate: | 2.25% |
7. CAPITAL STOCK TRANSACTIONS29
7. CAPITAL STOCK TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | Oct. 31, 2015 | |
Stock based compensation | $ 204,000 | $ 1,352,500 | |
Common stock, shares issued | 2,944,402,694 | 3,829,346,478 | |
Preferred stock, shares issued | 3,685 | 2,945 | |
Common stock issued upon conversion of notes payable | $ 382,078 | ||
Estimated fair value of option award | $ 2,760,000 | ||
Convertible Notes Payable [Member] | |||
Common stock issued upon conversion of notes payable, shares | 3,737,696,430 | ||
Common stock issued upon conversion of notes payable | $ 382,077 | ||
Accredited Investors | |||
Proceeds from sale of preferred stock | $ 22,000 | ||
Preferred stock to be issued | 220 | ||
Stock issued for cash, shares issued | 478,000,000 | ||
Stock issued for cash, proceeds | $ 510,000 | ||
Common stock, shares issued | 228,000,000 | ||
Preferred stock, shares issued | 250 | ||
Stock issued for finders fees, shares issued | 57,019,761 | ||
Preferred stock issued in lieu of finders fees. shares issued | 725 | ||
Consultants | |||
Stock issued for services, shares issued | 387,000,000 | ||
Stock issued for services, value | $ 425,000 | ||
Employee and Consultants [Member] | |||
Stock issued for services, shares issued | 54 | 1,203 | |
Stock issued for services, value | $ 172,800 | $ 645,000 | |
Preferred Stock [Member] | |||
Common stock retired and converted, common shares retired | 759,817,144 | ||
Common stock retired and converted, preferred shares issued | 694 | ||
Preferred stock retired and cancelled, shares | 8 | ||
Common Stock [Member] | |||
Common stock retired and converted, common shares retired | 692,943,784 | ||
Common stock retired and converted, preferred shares issued | 767 | ||
Common shares retired, shares retired | 200,000,000 |
8. SUBSEQUENT EVENTS (Details N
8. SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] | 1 Months Ended |
Feb. 28, 2016USD ($)shares | |
Stock issued as compensation, shares | shares | 290 |
Payment of note payable | $ | $ 50,000 |