CAPITAL STOCK TRANSACTIONS | Preferred Stock Effective January 27, 2017, the Company completed a change of domicile (the “Reincorporation”) to Wyoming from Nevada by means of a merger of Trans-Pacific Aerospace Company Inc., a Nevada corporation with and into the Company’s wholly-owned subsidiary, Trans-Pacific Aerospace Company, Inc., a Wyoming corporation. The Company is authorized to issue up to 5,000,000 shares of its $0.001 preferred stock and has designated 20,000 as Series A Convertible Preferred Stock, 1,500 Series B Preferred Stock and 100,000 shares of Series C Preferred Stock, as described below: Series A Convertible Preferred Stock Series A Convertible Preferred Stock has the following characteristics: i. Each share of Series A Convertible Preferred Stock would be convertible into 1,000,000 shares of Common Stock at the shareholders’ option, subject to restrictions regarding timing, volume and common share availability. ii. In shareholder votes, each share of Series A Convertible Preferred Stock would have voting power equal to 1,000,000 shares of Common Stock. During the year ended October 31, 2016, 692,943,784 shares of common stock were retired and converted to 694 shares of Series A Convertible Preferred Stock and 984 shares of Series A Convertible Preferred Stock were converted to 984,000,000 shares of common stock. In addition, the Company issued 11,664 shares of its Series A Convertible Preferred Stock to its employee and consultants for services rendered. These shares were valued at $2,762,798 based on closing price of the underlying common stock if converted. During the year ended October 31, 2016, 8 shares of Series A Convertible Preferred Stock were retired and cancelled. In February 2016, the Company issued 220 shares of its Series A Convertible Preferred Stock to an accredited investor in lieu of 220,000,000 shares of common stock sold in June 2015. During the year ended October 31, 2016, the Company sold 586 shares of its Series A Convertible Preferred Stock for $312,001. 581 shares of the shares sold were to two related parties. See Note 5 above for details. In September 2016, the Company issued 10,000 shares of its Series A Convertible Preferred Stock to its Chief Executive Officer as a temporary issuance to obtain voting right. These shares were returned to the Company in December 2016. On December 1, 2016, the Company issued 200 shares of its Series A Convertible Preferred Stock to an consultant for service rendered. These shares were valued at $120,000 based on closing price of the underlying common stock if converted. In April 2017, the Company issued 1,000 shares of its Series A Convertible Preferred Stock to Angus McKay, son of William McKay, the CEO of the Company, upon execution of a consulting services agreement. These shares were valued at $600,000 based on closing price of the underlying common stock if converted. During the six months ended April 30, 2017, the Company sold 400 shares of its Series A Convertible Preferred Stock for $106,900. As of April 30, 2017, 124 of these shares had not been issued and were recorded as preferred stock to be issued. 384 shares of the shares sold were to a related party. See Note 5 above for details. During the six months ended April 30, 2017, the Company issued 20 million shares of its common stock in exchange for retirement of 55 shares of its Series A Convertible Preferred Stock upon execution of a settlement agreement with a consultant. In addition, 1,848 shares of Series A Convertible Preferred Stock were converted to 1,848 million shares of common stock. In January 2016, the Company offered to issue 5,000,000 shares of its common stock upon appointment of a member of board of directors. The shares were valued at $0.0039 per shares at date of start. In March 2017, 5 shares of Series A convertible preferred stock were issued in lieu of 5 million shares of common stock. At April 30, 2017 and October 31, 2016, there were 4,695 and 15,063 shares of Series A Convertible Preferred Stock issued and outstanding, respectively. Series B Preferred Stock i. Shareholders of Series B Preferred Stock have no dividend rights, liquidation rights, conversion rights, or redemption rights. ii. In shareholder votes, each share of Series B Preferred Stock would have voting power equal to 100,000,000 shares of Common Stock. In December 2016, the Company issued 1,500 shares of its Series B Preferred Stock to its Chief Executive Officer and a director in consideration of services rendered. These shares were recorded at its stated value of $10 per share. At April 30, 2017 and October 31, 2016, there were 1,500 and 0 shares of Series B Preferred Stock issued and outstanding, respectively. Series C Preferred Stock On March 6, 2017, the Company filed with the Wyoming Secretary of State Articles of Amendment to its Articles of Incorporation pursuant to which it established and designated 100,000 shares of Series C Preferred Stock (the “Series C Preferred”). The Series C Preferred Stock has a stated value of $500 per share. Holders of the Series C Preferred Stock will not receive any preferential dividend or liquidation rights or any conversion rights. However, on or after the six-month anniversary after the issuance date for any share of Series C Preferred Stock (an “Issuance Date”), each holder of Series C Preferred Stock has the option to redeem the Series C Preferred Stock at the Redemption Price which is (i) 125% of the Stated Value for the period beginning on the 6-month anniversary of the Issuance Date and ending 1-day prior to the 12-month anniversary of the Issuance Date; (ii) 150% of the Stated Value for the period beginning on the 12-month anniversary of the Issuance Date and ending 1-day prior to the 18-month anniversary of the Issuance Date and (iii) 200% of the Stated Value for the period beginning on the 18-month anniversary of the Issuance Date and any date thereafter. In March 2017, the Company issued 19 shares of its Series C Preferred Stock to three investors upon conversion of $9,500 in convertible notes previously issued to them. As the Series C Preferred Stock is redeemable beginning on the 6-month anniversary, the Company determined that it should be recorded as current liability. As of April 30, 2017, the Company recorded $9,500 as redeemable preferred stock – Series C. Common Stock Following the Reincorporation, as described above, the Company is authorized to issue an unlimited number of shares of its $0.001 common stock. At April 30, 2017 and October 31, 2016, there were 6,169,880,936 and 4,199,880,936 shares issued and outstanding, respectively. Fiscal year 2016: During the year ended October 31, 2016, 692,943,784 shares of common stock were retired and converted to 694 shares of convertible preferred stock and 984 shares of preferred stock were converted to 984,000,000 shares of common stock. In addition, 201,000,000 shares owned by two shareholders were retired and cancelled. In the Company’s quarterly report on Form 10-Q for the six months ended April 30, 2016 (the “April 2016 10-Q”) the Company reported that they issued a total of 194,000,000 shares of common stock upon conversion of 194 shares of preferred stock. In actuality, the Company issued an additional 279,000,000 shares of common stock upon conversion of 279 shares of preferred stock, for a total issuance of 473,000,000 shares of common stock upon conversion of 473 shares of preferred stock during the six months ended April 30, 2016. 279,000,000 shares of common stock issued during this six-month period following conversion of 279 shares of preferred stock were improperly allocated and disclosed as shares issued to consultants for services rendered, which disclosure has been updated as set forth below. During the year ended October 31, 2016, the Company issued 29,000,000 shares of common stock for consulting services rendered. The shares were valued at $81,600 based on the closing stock prices on the dates of the stock grants. In the Company’s April 2016 10-Q, the Company erroneously reported that they issued 358,000,000 shares of common stock to consultants for services rendered during the six months ended April 30, 2016. As described above, 279,000,000 of these shares of common stock were actually issued upon conversion of 279 shares of preferred stock during the six months ended April 30, 2016 and were improperly allocated as shares issued to consultants for services rendered in the April 2016 10-Q. Further, 50,000,000 shares of common stock previously described in the April 2016 10-Q as shares issued to consultants for services rendered were erroneously issued and have subsequently been cancelled. In January 2016, the Company offered to issue 5,000,000 shares of its common stock upon appointment of a member of board of directors. The shares were valued at $0.0039 per shares at date of start. In March 2017, 5 shares of Series A preferred stock were issued in lieu of 5 million shares of common stock. During the year ended October 31, 2016, the Company issued 251,478,242 shares of common stock in consideration of cancellation of $86,371 of accrued interest and unpaid loan and payables. The Company did not receive any cash proceeds upon these issuances. These issuances were exempt pursuant to Section 4(a)(2) of the Securities Act. Fiscal year 2017: During the six months ended April 30, 2017, the Company issued 20 million shares of its common stock in exchange for retirement of 55 shares of its Series A Convertible Preferred Stock upon execution of a settlement agreement with a consultant. In addition, 1,848 shares of Series A Convertible Preferred Stock were converted to 1,848 million shares of common stock and 8,000,000 shares were retired and cancelled. In March 2017, the Company issued 50,000,000 shares of common stock for consulting services rendered. The shares were valued at $30,000 based on the closing stock prices on the dates of the stock grants. In April 2017, the Company issued 60,000,000 shares of common stock for cash of $6,000. These issuances were exempt pursuant to Section 4(a)(2) of the Securities Act. Options and Warrants A summary of option activity during the six months ended April 30, 2017 and the year ended October 31, 2016 are presented below: April 30, 2017 October 31, 2016 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 240,666,667 $ 0.01 8.78 140,666,667 $ 0.0146 9.27 Granted – – – 100,000,000 0.004 10.00 Exercised – – – – – – Forfeited – – – – – – Cancelled – – – – – – Expired – – – – – – Outstanding at end of period 240,666,667 $ 0.01 8.28 240,666,667 $ 0.01 8.78 Options exercisable at end of period 240,666,667 $ 0.01 8.28 240,666,667 $ 0.01 8.78 A summary of warrant activity during the six months ended April 30, 2017 and the year ended October 31, 2016 are presented below: April 30, 2017 October 31, 2016 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 4.39 4,000,000 $ 0.75 5.39 Granted – – – – – – Exercised – – – – – – Forfeited – – – – – – Cancelled – – – – – – Expired – – – – – – Outstanding at end of period 4,000,000 $ 0.75 3.89 4,000,000 $ 0.75 4.39 Warrants exercisable at end of period – $ – – – $ – – In November 2014, the Company granted options to all board members to purchase a total of 138,000,000 shares at an exercise price of $0.0146 per share of its common stock for service rendered and to replace the old options. These options vests in 4 equal amounts on the grant date, 2/9/2015, 5/9/2015, and 8/9/2015 and are exercisable within 10 years from the dates of vesting. The total estimated value using the Black-Scholes Model, based on the following variables, was $2,760,000. Market Price: $0.020 Exercise Price: $0.015 Term: 10 years Volatility: 321% Dividend Yield: 0 Risk Free Interest Rate: 2.25% For the year ended October 31, 2015, $2,760,000 was fully amortized as stock based compensation. In January 2016, the Company granted options to a new board member to purchase a total of 100,000,000 shares at an exercise price of $0.004 per share of its common stock for service rendered. These options vests in 2 equal amounts in July 2016 and January 2017, or upon an event of change of control and are exercisable within 10 years from the dates of vesting. The total estimated value using the Black-Scholes Model, based on the following variables, was $383,958. Market Price: $0.0039 Exercise Price: $0.004 Term: 10 years Volatility: 151% Dividend Yield: 0 Risk Free Interest Rate: 2.0% Due to an event of change of control occurred in September 2016, the option is fully vested and the total value of $383,958 was recorded as stock based compensation for the year ended October 31, 2016. |