UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 8, 2016
Trans-Pacific Aerospace Company, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 000-55581 | 36-4613360 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| 2975 Huntington Drive, Suite 107, San Marino, CA | 91108 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (626) 796-7804
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 3 - Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities.
| 1. | On September 8, 2016, we issued 10,000 shares of our Series A Preferred Stock to our President and Chief Executive Officer in consideration of services previously rendered to us. We did not receive any proceeds. The issuance was exempt under Section 4(a)(2) of and/or Rule 506 of the Securities Act of 1933, as amended. |
| 2. | On November 30, 2016, we issued 1,300 shares of our Series B Preferred Stock to our President and Chief Executive Officer in consideration of services previously rendered to us. We did not receive any proceeds. The issuance was exempt under Section 4(a)(2) of and/or Rule 506 of the Securities Act of 1933, as amended. |
| 3. | On November 30, 2016, we issued 200 shares of our Series B Preferred Stock to one of our directors in consideration of services previously rendered to us. We did not receive any proceeds. The issuance was exempt under Section 4(a)(2) of and/or Rule 506 of the Securities Act of 1933, as amended |
Section 5 - Corporate Governance and Management
Item 5.01 Changes in Control of Registrant
On September 8, 2016, William Reed McKay, our President and Chief Executive Officer of the Company gained control of the Company via issuance of the 10,000 shares of Series A Preferred Stock issued to him. Following issuance of such shares, the Company had 3,920,880,936 shares of common stock and 14,421 shares of Series A Preferred Stock outstanding. Based on the current conversion price, each share of Series A Preferred Stock is entitled to 1 million votes per share. Accordingly, there were 18,341,880,936 votes outstanding voting together as a single class on September 8, 2016. The 10,000 shares of Series A Preferred Stock issued to Mr. McKay (along with the 300 shares of Series A Preferred Stock then held by him) provided him with approximately 56% of the total votes, resulting in change of control. The shares of Series A Preferred were issued to Mr. McKay in consideration of services previously rendered to him. Prior to the issuance of the control block of Series A Preferred, no singular person had control of the Company, although the Series A Preferred as a class accounted for 53% of the total votes outstanding prior to the issuance of the 10,000 shares to Mr. McKay. The 1,300 shares of Series B Preferred Stock issued to Mr. McKay on November 30, 2016 (pursuant to which he received an additional 1.3 trillion votes) increased his voting control over the Company to approximately 86% based on 4,268,880,936, 14,959 and 1,500 shares of Common Stock, Series A Preferred Stock and Series B Preferred Stock outstanding, respectively on such date (and thus 1,519,227,880,936 outstanding on such date). As discussed below, each shares of Series B Preferred Stock is entitled to 100 million votes
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The Company’s Articles of Incorporation authorizes the Company to issue 5,000,000 shares of preferred stock, $0.001 par value per share, issuable from time to time in or more series (“Preferred Stock”). On November 29, 2016, the Company filed with the Nevada Secretary of State a Certificate of Designation of Series B Preferred Stock (the “Series B Designation”) which sets forth the rights, preferences and privileges of the Series B Preferred Stock (the “Series B Preferred”). Fifteen hundred (1,500) shares of Series B Preferred with a stated value of $10.00 per share were authorized under the Series B Designation
The Series B Preferred is not convertible, does not have any preferential dividend or liquidation rights and are not redeemable. However, on all matters submitted to a vote of the holders of the common stock, including, without limitation, the election of directors, a holder of shares of the Series B Preferred shall be entitled to the number of votes on such matters equal to 100,000,000 votes for each share of Series B Preferred.
The foregoing summary of the Series B Designation is not complete and is qualified in its entirety by reference to the Series B Designation, a copy of which was filed as Exhibit 3.1 to Current Report on Form 8-K and is incorporated herein by reference.
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Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description |
| 3.1 | Certificate of Designation for Series B Preferred Stock |
| 3 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TRANS-PACIFIC AEROSPACE COMPANY, INC. | |
| (Registrant) | |
| Date: December 5, 2016 | By: /s/ William Reed McKay |
| William Reed McKay | |
| President and Chief Executive Officer |
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Exhibit 3.1
BARBARA K. CEGAVSKE
Secretary of State
204 North Carson Street, Suite 4
Carson City, Nevada 89701-4520
(775) 684-5708
| Filed in the office of | Document Number 20160515539-67 | ||
| Certificate of Designation | /s/ Barbara K. Cegavske | Filing Date and Time | |
| (PURSUANT TO NRS 78.1955) | Barbara K. Cegavske | 11/29/2016 8:05 AM | |
| Secretary of State | Entity Number | ||
| State of Nevada | E0414912007-0 |
1. Name of Corporation:
Trans-Pacific Aerospace Company, Inc.
2. By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock.
The Corporation hereby establishes and designates 1,500 shares of its preferred stock, $0.001 per share, designated as Series 'B Preferred Stock (the "Series B Preferred Stock") with each share of Series B Preferred Stock having a Stated Value of $10.00 per share. The rights, preferences, and privileges of the Series B Preferred Stock relative to those of the common shares, par value $0.001 per share of the Corporation (the "Common Stock") and any other shares of preferred stock are set forth on Exhibit A attached hereto.
| 3. Effective date of filing: (optional) | ||
| (must not be later than 90 days after the certificate is filed) |
4. Signature: (required)
| /s/ William Reed McKay | ||
| Signature of Officer |
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EXHIBIT A
TO
CERTIFICATE OF DESIGNATION
ESTABLISHING SERIES B PREFERRED STOCK OF
TRANS-PACIFIC AEROSPACE COMPANY, INC.
A Nevada Corporation
The rights, preferences, and privileges of the Series B Preferred Stock relative to those of the Common Stock are set forth in this Certificate of Designation of Series B Preferred Stock (the "Certificate").
1. Definitions. For purposes of this Certificate the following definitions shall apply and shall be equally applicable to both the singular and plural forms of the defined terms:
1.1. "Common Stock" shall mean the common stock, par value $0.001 per share, of the Corporation.
1.2. "Corporation" shall mean Trans-Pacific Aerospace Company, Inc., a Nevada corporation.
1.3. "Series B Preferred Stock" shall mean the series B preferred stock, par value $0.001 per share of the Corporation.
1.4. "Stated Value" shall mean $10.00.
2. Voting Rights. In addition to the other rights provided in this Certificate, by agreement or by law, the holders of the Series B Preferred Stock, the holders of the Common Stock and the holder of Series B Preferred Stock shall vote together as a single class on all actions to be taken by the shareholders of the Corporation. At all meetings of the shareholders of the Corporation and in the case of any actions of shareholders in lieu of a meeting, each holder of Series B Preferred Stock shall be entitled to the number of votes on such matters equal to the product of (x) the number of shares of the Series B Preferred Stock held by such holder at the record date for the determination of the shareholders entitled to vote on such matters or, if no such record date is established, at the date such vote is taken or any written consent of such shareholders is effected, multiplied by (b) one hundred million (100,000,000).
3. Dividend Rights. None.
4. Liquidation Rights. None
5. Conversion Rights. None
6. No Reissuance of Series B Preferred Stock. No share or shares of Series B Preferred Stock acquired by the Corporation by reason of redemption, purchase, conversion, or otherwise shall be reissued.
7. Notices. Unless otherwise specified in the Corporation's Articles of Incorporation or Bylaws, all notices or communications given hereunder shall be in writing and, if to the Corporation, shall be delivered to it as its principal executive offices, and if to any holder of Series B Preferred Stock, shall be delivered to it at its address as it appears on the stock books of the Corporation.
8. No Preemptive Rights. Holders of Series B Preferred Stock shall have no preemptive rights except as granted by the Corporation pursuant to written agreements.
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