10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended October 31, 2016

or

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

For the transition period from                     to                  

Commission file number: 000-55581

Trans-Pacific Aerospace Company, Inc.

(Exact Name of registrant as specified in its charter)

Wyoming	36-4613360
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification Number)

2975 Huntington Drive, Suite 107 San Marino, California 91108

(Address of principal executive offices)

(626) 796-9804

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to under Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Act):

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o No x

State the aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter:  $8,890,906

State the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 4,499,880,936 shares of common stock as of February 1, 2017.

EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report on Form 10-K is being filed solely to correct the Entity’s Current Reporting Status from Non-Current to Current on the Interactive Data files as Exhibit 101, in accordance with Rule 405 of Regulation S-T. No other changes have been made to the Form 10-K, as originally filed on February 28, 2017.

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PART II - OTHER INFORMATION

Item 15. Exhibits

101.INS*	XBRL Instance Document
101.SCH*	XBRL Schema Document
101.CAL*	XBRL Calculation Linkbase Document
101.DEF*	XBRL Definition Linkbase Document
101.LAB*	XBRL Label Linkbase Document
101.PRE*	XBRL Presentation Linkbase Document

* Pursuant to Rule 406T of Regulation S-T, the interactive files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

3

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this annual report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.

	TRANS-PACIFIC AEROSPACE COMPANY, INC.
Date:  March 6, 2017	By:	/s/William Reed McKay
		William Reed McKay
		Chief Executive Officer

4

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Document and Entity Information - USD ($)	12 Months Ended
	Oct. 31, 2016	Feb. 01, 2017	Apr. 30, 2016
Document And Entity Information
Entity Registrant Name	Trans-Pacific Aerospace Company, Inc.
Entity Central Index Key	0001422295
Document Type	10-K/A
Document Period End Date	Oct. 31, 2016
Amendment Flag	true
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 Public Float			$ 8,890,906
Entity Common Stock, Shares Outstanding		4,499,880,936
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2016
Amendment description	To toggle Reporting Status to Current or Yes

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Consolidated Balance Sheets - USD ($)	Oct. 31, 2016	Oct. 31, 2015
Current assets
Cash	$ 7,277	$ 6,833
Prepaid expenses	0	1,584
Total current assets	7,277	8,417
Non-Current assets
Office equipment, net of accumulated depreciation of $5,906 and $4,702, respectively	2,500	3,704
Security deposit	1,584	1,584
Total non-current assets	4,084	5,288
Total assets	11,361	13,705
Current liabilities
Accounts payable and accrued expenses	713,469	60,021
Income taxes payable	1,951	1,951
Accrued salary and payroll taxes	20,433	20,433
Accrued interest payable	0	500
Other payables - related parties	61,217	58,975
Convertible note payable, net of discount	0	8,333
Convertible note payable, currently in default	260,000	260,000
Total current liabilities	1,057,070	410,213
Total liabilities	1,057,070	410,213
Commitments and Contingencies
Payables to related parties	211,311	0
Stockholders' (deficit)
Preferred stock, par value $0.001, 5,000,000 shares authorized; 15,063 and 2,945 shares of Series A issued and outstanding at October 31, 2016 and October 31, 2015, respectively	15	3
Common stock, par value $0.001, 4,500,000,000 shares authorized; 4,199,880,936 and 3,829,346,478 shares issued and outstanding at October 31, 2016 and October 31, 2015, respectively	4,199,880	3,829,346
Additional paid-in capital	$ 20,584,870	$ 17,142,748
Preferred stock to be issued	18,000	0
Common stock to be issued	$ 83,593	$ 86,093
Accumulated deficit	(25,383,090)	(20,814,980)
Total Trans-Pacific Aerospace Company Inc. stockholders' equity	(496,732)	243,210
Non-controlling interest in subsidiary	(760,288)	(639,718)
Total stockholders' (deficit)	(1,257,020)	(396,508)
Total liabilities and stockholders' (deficit)	$ 11,361	$ 13,705

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Consolidated Balance Sheets (Parenthetical) - USD ($)	Oct. 31, 2016	Oct. 31, 2015
Statement of Financial Position [Abstract]
Accumulated depreciation	$ 5,605	$ 4,702
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	15,063	2,945
Preferred stock, shares outstanding	15,063	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	4,199,880,936	3,829,346,478
Common stock, shares outstanding	4,199,880,936	3,829,346,478

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Consolidated Statements of Operations - USD ($)	12 Months Ended
	Oct. 31, 2016	Oct. 31, 2015
Income Statement [Abstract]
Sales	$ 109,140	$ 0
Cost of sales	0	0
Gross profit	109,140	0
Operating expenses
Professional fees	88,179	57,777
Consulting	3,499,000	328,000
Other general and administrative	843,837	4,106,784
Total operating expenses	4,431,016	4,492,561
Operating loss from continuing operations	(4,321,876)	(4,492,561)
Bad debt expense	(109,140)	0
Interest expense, net	(133,924)	(346,843)
Change in fair value of derivative liabilities	(23,278)	424,822
Derivative expenses	(100,462)	(486,359)
Net loss from continuing operations	(4,688,680)	(4,900,941)
Discontinued operations
Net gain (loss) from discontinued operations	0	0
Loss before income taxes	(4,688,680)	(4,900,941)
Income taxes	0	0
Net Loss	(4,688,680)	(4,900,941)
Less: Loss attributable to non-controlling interest	(120,570)	(150,311)
Net Loss attributable to the Company	$ (4,568,110)	$ (4,750,630)
Basic and dilutive net loss from operations per share	$ 0.00	$ 0.00
Weighted average number of common shares outstanding, basic and diluted	3,492,629,214	2,007,249,294

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Consolidated Statement of Stockholders' Equity (Deficit) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-In Capital [Member]	Common Stock To Be Issued [Member]	Preferred Stock To Be Issued	Noncontrolling Interest [Member]	Accumulated Deficit [Member]	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	$ 0	$ (489,407)	$ (16,064,350)	$ (848,432)
Common stock converted to preferred stock, shares converted		(759,817,144)
Common stock converted to preferred stock, value of stock converted		$ (759,817)	759,817
Common stock converted to preferred stock, preferred shares issued	767
Common stock converted to preferred stock, value of preferred shares issued	$ 1							1
Preferred stock issued for services & compensation, shares	1,203
Preferred stock issued for services & compensation, value	$ 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
Stocks issued in lieu of finders fees, shares	725	57,019,761
Stocks issued in lieu of finders fees	$ 1	$ 57,020	(57,021)
Stock issued for services and compensation, shares		387,000,000
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)	(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 converted		(692,943,784)
Common stock converted to preferred stock, value of stock converted		$ (692,944)
Common stock converted to preferred stock, preferred shares issued	694
Common stock converted to preferred stock, value of preferred shares issued	$ 1
Preferred stock converted to common stock, preferred shares converted	(984)
Preferred stock converted to common stock, preferred shares converted value	$ (1)
Preferred stock converted to common stock, common stock issued		984,000,000
Preferred stock converted to common stock, common stock issued value		$ 984,000	(983,999)					(1)
Preferred stock issued for services & compensation, shares	11,664
Preferred stock issued for services & compensation, value	$ 11		2,762,787					2,762,798
Preferred stock issued for cash, shares	752
Preferred stock issued for cash, value	$ 1		316,000	(22,000)	18,000			312,001
Stock issued for services and compensation, shares		29,000,000
Stock issued for services and compensation		$ 29,000	52,600	19,500				101,100
Common stock, shares retired		(201,000,000)
Common stock retired, value		$ (201,000)	201,000
Preferred stock retired and cancelled, shares	(8)
Common stock issued upon conversion of other payables, shares issued		251,478,242
Common stock issued upon conversion of other payables, value		$ 251,478	(165,107)					86,371
Conversion of derivative liability to common stock			163,740					163,740
Imputed interest			18,200					18,200
Loss on Minority interest						(120,570)		(120,570)
Net loss							(4,568,110)	(4,568,110)
Ending balance, shares at Oct. 31, 2016	15,063	4,199,880,936
Ending balance, value at Oct. 31, 2016	$ 15	$ 4,199,880	$ 20,584,870	$ 83,593	$ 18,000	$ (760,288)	$ (25,383,090)	$ (1,257,020)

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Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Oct. 31, 2016	Oct. 31, 2015
Cash flows from operating activities:
Net loss	$ (4,688,680)	$ (4,900,941)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation	3,247,845	3,830,000
Amortization of debt discount	81,667	298,309
Imputed interest expense	18,200	18,200
Change in fair value of derivative liabilities	23,278	(424,822)
Derivative expense	100,462	486,359
Interest converted to common stock	3,370	17,014
Interest paid by shareholder	27,186	0
Depreciation expense	1,204	1,204
Bad debt expense	109,140	0
Change in operating assets and liabilities:
Accounts receivable	(109,140)	0
Prepaid and deferred expenses	1,584	0
Accounts payable and accrued expenses	653,448	(48,299)
Accrued interest payable	(500)	(5,055)
Net cash used in operating activities	(530,936)	(728,031)
Cash flows from financing activities:
Common stock issued for cash	0	210,000
Preferred stock sold for cash	312,001	322,000
Convertible note issued for cash	40,000	210,500
Repayment of convertible notes	0	(48,000)
Other payables - related parties	179,379	(9,725)
Net cash provided by financing activities	531,380	684,775
Net increase / decrease in cash	444	(43,256)
Cash, beginning of the period	6,833	50,089
Cash, end of the period	7,277	6,833
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	86,370	49,892
Common stock issued for conversion on notes payable	86,371	382,077
Conversion of derivative liability to common stock	163,740	540,586
Retirement of common shares	201,000	0
Note and interest paid by shareholder	77,186	0
Beneficial conversion feature of convertible note payable	$ 40,000	$ 0

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1. BACKGROUND AND ORGANIZATION

12 Months Ended

Oct. 31, 2016

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 Company’s Board of Directors decided to dispose of the oil and gas business interests and focus on the aircraft component market. On February 10, 2010, the Company completed the sale of all of its oil and gas business interests in exchange for cancellation of all obligations under an outstanding promissory note having a principal amount of $1,000,000. Pursuant to Financial Accounting Standards Board (FASB) standards, the Company has retro-actively presented its oil and gas business as discontinued operations.

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

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

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

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

Business Overview

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

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

Going Concern

The Company's financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America, and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company incurred a net loss from operations of $4,688,680 during the year ended October 31, 2016, and an accumulated deficit of $25,383,090 at October 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.

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

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

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Oct. 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”).

Consolidation

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

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

Non-controlling interests

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

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

Use of Estimates

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

Cash and 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 October 31, 2016 and 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 FASB Accounting Standards Codification (ASC) 360-10, Property, Plant and Equipment FASB ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell.

Indefinite-lived Intangible Assets

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

Fair Value of Financial Instruments

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

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

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

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

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

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

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

			Fair Value Measurements at
			October 31, 2016
		Carrying
		Value
		October 31,
		2016		Level 1		Level 2		Level 3
Liabilities:
Convertible notes payable – currently in default	$	260,000	$	–	$	–	$	260,000

			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 October 31, 2016 and 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 October 31, 2016 and 2015 due to short term maturity.

Revenue Recognition

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

Income Taxes

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

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

No provision for federal income taxes has been recorded due to the net operating loss carry forwards totaling approximately $4,672,301 as of October 31, 2016 that will be offset against future taxable income. The available net operating loss carry forwards of approximately $4,672,301 will expire in various years through 2035. No tax benefit has been reported in the financial statements because the Company believes there is a 50% or greater chance the carry forwards will expire unused.

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 October 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. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor's performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.

Stock-Based Compensation

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

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, 15,063 shares of convertible preferred stock, 2,000,000 Series A Warrants, 2,000,000 Series B Warrants and options for 240,666,667 shares outstanding as of October 31, 2016 that are not included in the calculation of Diluted EPS as their impact would be anti-dilutive.

	For the Years Ended October 31,
	2016			2015
Net loss attributable to the Company	$	(4,568,110	)		(4,750,630	)
Basic and diluted net loss from operations per share	$	(0.00	)		(0.00	)
Weighted average number of common shares outstanding, basic and diluted		3,492,629,214			2,007,249,294

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.

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

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

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

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

In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The ASU is intended to simplify various aspects of accounting for share-based compensation arrangements, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The new guidance requires all excess tax benefits and tax deficiencies related to share-based payments to be recognized in income tax expense, and for those excess tax benefits to be recognized regardless of whether it reduces current taxes payable. The ASU also allows an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur. For public companies, these amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. ASU 2016-06 will be effective for the Company beginning on January 1, 2018. Different methods of adoption are required for the various amendments and early adoption is permitted, but all of the amendments must be adopted in the same period. The Company is currently evaluating the impact of the adoption of this guidance on its financial condition, results of operations and cash flows.

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

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3. ACCOUNTS RECEIVABLE

12 Months Ended

Oct. 31, 2016

Receivables [Abstract]

Accounts Receivable

The Company received the initial order from one customer for its spherical bearings in December 2015. The Company manufactured and delivered these bearings in March 2016. The Company recorded sales and accounts receivable of $109,140 and $0 for cost of sales due to all related costs and expenses were expensed in prior years. All accounts receivable are due 90 days from the date billed based on the Company’s collection policy and agreed by the customer. As of October 31, 2016 and 2015, the Company had accounts receivable balance of $109,140 and $0, respectively. However, as of the date of this report, the accounts receivable had past the due day for over six months, the Company then recorded an allowance for bad debts of $109,140 as bad debt expense for the year ended October 31, 2016.

In May 2016, the Company entered into a Service Level Agreement with a Hong Kong entity pursuant to which it agreed to assist such Hong Kong entity to develop a market for medical, aerospace and other machined products in China and elsewhere. The Company will assist such entity with the manufacture of these products to service these markets. The Company agreed to grant such entity a license to market these products under the TPAC name. This agreement has a term of 10 years and be automatically renewable in annual periods unless terminated earlier. The Company shall be paid $1 million annually for time actually spent performing its duties under this Agreement. Further, the Hong Kong entity agreed to purchase from the Company all raw materials, tooling, machinery and equipment, blueprints, engineering, marketing, operations and management and all other services and supplies. The Company agreed not to solicit any employee or consultant of the Hong Kong entity for a period of 3 years following termination of the Agreement. There are no revenue recognized related to this service level agreement for the year ended October 31, 2016 as collectability is not reasonably assured.

In May 2016, the Company entered into a Licensing and Consulting Services Agreement with an Australian entity pursuant to which it agreed to assist such Australian entity to develop a market for aerospace bearings in Australia, Southern Asia (except China), Asia and Africa. The Company will assist such entity with the manufacture of these products to service these markets. The Company agreed to grant such entity a license to market these products under the name of TPAC Australia. This agreement has a term of 1 year and be automatically renewable in annual periods unless terminated earlier. The Company shall be paid $1 million annually for time actually spent performing its duties under this Agreement. The Company agreed not to solicit any employee or consultant of the Australian entity for a period of 3 years following termination of the Agreement. There are no revenue recognized related to this service level agreement for the year ended October 31, 2016 as collectability is not reasonably assured.

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4. PROPERTY AND EQUIPMENT

12 Months Ended

Oct. 31, 2016

Property, Plant and Equipment [Abstract]

Property & Equipment

As of October 31, 2016 and 2015, the Company had office equipment of $2,500 and 3,704, net of accumulated depreciation of $5,605 and $4,702, respectively. For the years ended October 31, 2016 and 2015, the Company recorded depreciation expenses of $1,204 and $1,204, respectively.

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5. RELATED PARTY TRANSACTIONS

12 Months Ended

Oct. 31, 2016

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

Due to lack of sufficient funding to maintain the Company’s operations, the Company’s officers and directors loaned money to the Company for short term cash flow needs. As of October 31, 2016 and 2015, Mr. Peter Liu had payables due to him from Godfrey of $60,000 and $60,000; respectively; The Company had receivables due to (from) HAC amounted to $1,217 and ($1,025) at October 31, 2016 and, respectively.

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

As of October 31, 2016 and 2015, the total outstanding amount due to related parties was $272,528 and $58,975, respectively. For the amount of $272,528 outstanding as of October 31, 2016, $211,311 was owed to two shareholders as disclosed in Note 7, commitments and contingencies.

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

During the year ended October 31, 2016, the son of the Company’s Chief Executive Officer purchased 404 shares of its Series A preferred stock in consideration of $217,000. As of October 31, 2016, 51 of these shares had not been issued and were recorded as preferred stock to be issued.

In September 2016, the Company issued 10,000 shares of its Series A preferred stock to its Chief Executive Officer as a temporary issuance to obtain voting right to make certain board decision at the best interest of the Company. These shares were returned to the Company after October 31, 2016. See subsequent event note 9.

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6. CONVERTIBLE NOTES PAYABLE

12 Months Ended

Oct. 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 Company’s common stock at an initial conversion price of $0.25 per share. The conversion price is subject to adjustment for stock splits and combinations; certain dividends and distributions; reclassification, exchange or substitution; reorganization, merger, consolidation or sales of assets. As the convertible note does not bear interest, the Company recorded the present value of the convertible note obligation at $239,667 and accordingly recorded a convertible note payable for $260,000 and a corresponding debt discount of $20,333. Under the effective interest method, the Company accretes the note obligation to the face amount of the convertible note over the remaining term of the note. The discount was fully amortized at March 12, 2011. Debt discount expense totaled $7,452 and $12,880 for the years ended October 31, 2011 and 2010 respectively. The Company performed an evaluation and determined that the anti-dilution clause did not require derivative treatment. On September 16, 2011, the Company entered into an agreement with the note holder to extend the maturity date of the note. Pursuant to the agreement, the entire outstanding amount became fully due and payable on December 31, 2011. The note is now currently in default. For the year ended October 31, 2016 and 2015, the Company recorded imputed interest of $18,200 and $18,200, 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, as amended (the “Securities Act”), 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 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 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 pursuant to Rule 506 of Regulation D promulgated thereunder. The purchaser was accredited and sophisticated investors, familiar with our operations, and there was no solicitation.

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

In March and April 2015, we entered into Securities Purchase Agreements with various accredited and sophisticated investors, pursuant to which we sold 8% Convertible Promissory Notes, in the original principal amount of $45,000 (the “New Note”). The New Notes have maturity dates of June 12 and October 24, 2015 and are convertible into our common stock, at any time at a price for each share of common stock equal to 55% or 60% of the lowest closing price of the common stock as reported on the National 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 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 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. On February 12, 2016, a shareholder made repayment of $77,186 on behalf of the Company to pay off the Apollo Note.

During the years ended October 31, 2015, $382,077 of the convertible notes was converted to 3,737,696,430 shares of the Company’s common stock.

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

Upon discovery of the mistake in August, 2016, the Company analyzed the conversion option of the Crown Bridge Note for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the instrument should be classified as liability on the agreement date due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options for the Crown Bridge Note issued. The Company then calculated the fair value of the conversion option and discount on the Crown Bridge Note. For the year ended October 31, 2016, the Company recorded a total of $123,740 as derivative expense and change in fair value of derivative liabilities and a note discount of $40,000 for the Crown Bridge Note.

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

For the year ended October 31, 2016 and 2015, the Company recorded total derivative expense of $123,740 and $61,537, respectively. As of October 31, 2016 and 2015, the derivative liability was fully converted or paid off.

As of October 31, 2016 and 2015, the outstanding amount of the convertible notes were $0 and $8,333, net of discount of $0 and $41,667, respectively.

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7. COMMITMENTS AND CONTINGENCIES

12 Months Ended

Oct. 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.

On February 1, 2016, the Company entered into a consulting service agreement with Mr. Nicholas Nguyen for a period of 24 months. Upon execution of this agreement, the Company shall issue total of 100 shares of its convertible preferred stock as compensation for Mr. Nguyen’s services. All shares were fully vested at grant date and expensed immediately. As of October 31, 2016, the shares had not been issued and the Company recorded accrued expense of $600,000.

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

Employment Agreements

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

The Company leases a facility in Dongguan, China under a 12-year lease. This facility has approximately 5,000 square feet. The rental rate is approximately $1,565 monthly. The Company leases an apartment in the Nancheng District of Dongguan. The apartment is approximately 1,700 square feet. The lease rate is approximately $760 monthly, including all utilities and management fees. The apartment lease is renewed through January 31, 2019. The Company’s commitment for minimum lease payment under these operating leases as of October 31, 2016 for the next five years is as follow:

Year		Minimum lease payment
	2017	$	27,900
	2018		27,900
	2019		21,060
	2020		18,780
	2021 and after		131,460
	Total	$	227,100

Payables to Related Parties

During the year ended October 31, 2016, two shareholders loaned cash of $211,311 to the Company. As of the date of this report, the Company is still working with these shareholders on the terms of the loan. There are currently no claims against the Company on the outstanding amount $211,311.

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8. CAPITAL STOCK TRANSACTIONS

12 Months Ended

Oct. 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 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, the Company issued 11,664 shares of convertible preferred stock to its employee and consultants for services rendered. These shares were value 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 preferred stock were retired and cancelled.

In February 2016, the Company issued 220 shares of 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 preferred stock for $312,001. As of October 31, 2016, 54 of these shares had not been issued and were recorded as preferred stock to be issued. 581 shares of the shares sold were to two related parties. See Note 5 above for details.

In September 2016, the Company issued 10,000 shares of its Series A preferred stock to its Chief Executive Officer as a temporary issuance to obtain voting right. These shares were returned to the Company after October 31, 2016. See subsequent event note 9.

At October 31, 2016 and 2015, there were 15,063 and 2,945 shares issued and outstanding, respectively.

Common Stock

At October 31, 2016, the Company was authorized to issue up to 4,500,000,000 shares of its $0.001 common stock. Following the Reincorporation, as described in Note 9, the Company is authorized to issue an unlimited number of shares of its $0.001 common stock.

At October 31, 2016 and 2015, there were 4,199,880,936 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 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. As of October 31, 2016, these shares had not been issued and the total amount of $19,500 was recorded as common stock to be issued.

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.

Options and Warrants

A summary of option activity during the years ended October 31, 2016 and 2015 are presented below:

October 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

6.42

Granted

100,000,000

0.004

10.00

138,000.000

0.0146

10.00

Exercised

–

–

–

–

–

–

Forfeited

–

–

–

50,000,000

0.08

6.24

Cancelled

–

–

–

–

–

–

Expired

–

–

–

–

–

–

Outstanding at end of period

240,666,667

$

0.01

8.78

140,666,667

$

0.0146

9.27

Options exercisable at end of period

240,666,667

$

0.01

8.78

140,666,667

$

0.0146

9.27

A summary of warrant activity during the years ended October 31, 2016 and 2015 are presented below:

October 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 year

4,000,000

$

0.75

4.39

4,000,000

$

0.75

5.39

Warrants exercisable at end of year

–

$

–

–

–

$

–

–

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

Market Price: $0.020

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 vest 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.

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9. SUBSEQUENT EVENTS

12 Months Ended

Oct. 31, 2016

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

Reincorporation into Wyoming

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.

Sale of Convertible Notes:

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

Capital Stock Transactions:

1. Since November 1, 2016, the Company has issued 159,000,000 shares of its common stock upon conversion of 159 shares of our preferred stock.

2. In November, 2016, the Company sold 93 shares of its Series A preferred stock for an aggregate purchase price of $32,100, the proceeds of which will be used for general corporate purposes.

3. On December 1, 2016, the Company issued 200 shares of its Series A preferred stock to our consultants in consideration of services rendered. These shares were valued at $120,000 based on the closing price of the underlying common stock.

4. On December 1, 2016, the Company issued 16 shares of its Series A preferred stock for an aggregate purchase price of $6,000, the proceeds of which will be used for general corporate purposes.

5. In December 2016, the Company issued 1,300 shares of its Series B preferred stock to its Chief Executive Officer in consideration of services rendered.

6.	In December 2016, the Company issued 200 shares of its Series B preferred stock to a director in consideration of services rendered.
7.	In September 2016, the Company issued 10,000 shares of its Series A preferred stock to its Chief Executive Officer as a temporary issuance to obtain voting right. These shares were returned to the Company after October 31, 2016.

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Oct. 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”).

Consolidation

Consolidation

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

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

Non-controlling interests

Non-controlling interests

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

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

Use of Estimates

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 October 31, 2016 and 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 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 Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:

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

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

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

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

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

			Fair Value Measurements at
			October 31, 2016
		Carrying
		Value
		October 31,
		2016		Level 1		Level 2		Level 3
Liabilities:
Convertible notes payable – currently in default	$	260,000	$	–	$	–	$	260,000

			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 October 31, 2016 and 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 October 31, 2016 and 2015 due to short term maturity.

Revenue Recognition

Revenue Recognition

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

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 authority’s widely understood administrative practices and precedents.

No provision for federal income taxes has been recorded due to the net operating loss carry forwards totaling approximately $4,672,301 as of October 31, 2016 that will be offset against future taxable income. The available net operating loss carry forwards of approximately $4,672,301 will expire in various years through 2035. No tax benefit has been reported in the financial statements because the Company believes there is a 50% or greater chance the carry forwards will expire unused.

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 October 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. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor's performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.

Stock-Based Compensation

Stock-Based Compensation

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.

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, 15,063 shares of convertible preferred stock, 2,000,000 Series A Warrants, 2,000,000 Series B Warrants and options for 240,666,667 shares outstanding as of October 31, 2016 that are not included in the calculation of Diluted EPS as their impact would be anti-dilutive.

	For the Years Ended October 31,
	2016			2015
Net loss attributable to the Company	$	(4,568,110	)		(4,750,630	)
Basic and diluted net loss from operations per share	$	(0.00	)		(0.00	)
Weighted average number of common shares outstanding, basic and diluted		3,492,629,214			2,007,249,294

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.

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

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

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

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

In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The ASU is intended to simplify various aspects of accounting for share-based compensation arrangements, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The new guidance requires all excess tax benefits and tax deficiencies related to share-based payments to be recognized in income tax expense, and for those excess tax benefits to be recognized regardless of whether it reduces current taxes payable. The ASU also allows an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur. For public companies, these amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. ASU 2016-06 will be effective for the Company beginning on January 1, 2018. Different methods of adoption are required for the various amendments and early adoption is permitted, but all of the amendments must be adopted in the same period. The Company is currently evaluating the impact of the adoption of this guidance on its financial condition, results of operations and cash flows.

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

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Oct. 31, 2016

Accounting Policies [Abstract]

Schedule of fair values of assets and liabilities

			Fair Value Measurements at
			October 31, 2016
		Carrying
		Value
		October 31,
		2016		Level 1		Level 2		Level 3
Liabilities:
Convertible notes payable – currently in default	$	260,000	$	–	$	–	$	260,000

			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 Years Ended October 31,
	2016			2015
Net loss attributable to the Company	$	(4,568,110	)		(4,750,630	)
Basic and diluted net loss from operations per share	$	(0.00	)		(0.00	)
Weighted average number of common shares outstanding, basic and diluted		3,492,629,214			2,007,249,294

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7. COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Oct. 31, 2016

Commitments and Contingencies Disclosure [Abstract]

Schedule of future minimum operating lease payments

Year		Minimum lease payment
	2017	$	27,900
	2018		27,900
	2019		21,060
	2020		18,780
	2021 and after		131,460
	Total	$	227,100

XML

8. CAPITAL STOCK TRANSACTIONS (Tables)

12 Months Ended

Oct. 31, 2016

Capital Stock Transactions Tables

Summary of option activity

October 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

6.42

Granted

100,000,000

0.004

10.00

138,000.000

0.0146

10.00

Exercised

–

–

–

–

–

–

Forfeited

–

–

–

50,000,000

0.08

6.24

Cancelled

–

–

–

–

–

–

Expired

–

–

–

–

–

–

Outstanding at end of period

240,666,667

$

0.01

8.78

140,666,667

$

0.0146

9.27

Options exercisable at end of period

240,666,667

$

0.01

8.78

140,666,667

$

0.0146

9.27

Summary of warrant activity

October 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 year

4,000,000

$

0.75

4.39

4,000,000

$

0.75

5.39

Warrants exercisable at end of year

–

$

–

–

–

$

–

–

Assumptions

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%

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%

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1. BACKGROUND AND ORGANIZATION (Details Narrative) - USD ($)	12 Months Ended
	Oct. 31, 2016	Oct. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss from operations	$ (4,688,680)	$ (4,900,941)
Accumulated deficit	$ (25,383,090)	$ (20,814,980)

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Fair Value Assets and Liabilities) - Fair Value, Measurements, Recurring [Member] - USD ($)	Oct. 31, 2016	Oct. 31, 2015
Convertible note payable		$ 8,333
Convertible notes payable - currently in default	$ 260,000	260,000
Level 1 [Member]
Convertible note payable		0
Convertible notes payable - currently in default	0	0
Level 2 [Member]
Convertible note payable		0
Convertible notes payable - currently in default	0	0
Level 3 [Member]
Convertible note payable		8,333
Convertible notes payable - currently in default	$ 260,000	$ 260,000

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Net Loss Per Share) - USD ($)	12 Months Ended
	Oct. 31, 2016	Oct. 31, 2015
Accounting Policies [Abstract]
Net loss attributable to the Company	$ (4,568,110)	$ (4,750,630)
Basic and diluted net loss from operations per share	$ 0.00	$ 0.00
Weighted average number of common shares outstanding, basic and diluted	3,492,629,214	2,007,249,294

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Oct. 31, 2016	Oct. 31, 2015
Cash equivalents	$ 0	$ 0
Net operating loss carryforward	$ 4,672,301
Operating loss carryforward expiration date	Dec. 31, 2035
Useful lives of the office equipment	5 to 7 years
Convertible preferred stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share	15,063
Series A Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share	2,000,000
Series B Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share	2,000,000
Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share	240,666,667

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3. ACCOUNTS RECEIVABLE (Details Narrative) - USD ($)	Oct. 31, 2016	Oct. 31, 2015
Receivables [Abstract]
Accounts receivable	$ 0	$ 0

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4. PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	12 Months Ended
	Oct. 31, 2016	Oct. 31, 2015
Property, Plant and Equipment [Abstract]
Office equipment, net	$ 2,500	$ 3,704
Accumulated depreciation	5,605	4,702
Depreciation expense	$ 1,204	$ 1,204

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5. RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	12 Months Ended
	Oct. 31, 2016	Dec. 31, 2016	Oct. 31, 2015
Other payables - related parties	$ 61,217		$ 58,975
Due to related parties	272,528		58,975
Harbin Aerospace Company [Member]
Other receviables - related parties	1,217		(1,025)
Various Shareholders [Member]
Proceeds from related parties	179,379
Two Shareholders [Member]
Due to related parties		$ 211,311
Godfrey [Member] | Peter Liu [Member]
Other payables - related parties	60,000		$ 60,000
One Shareholder [Member]
Proceeds from related parties	77,186
Apollo Capital Corp. [Member]
Other payables - related parties	211,311
Debt converted, amount converted	$ 43,000
Debt converted, shares issued	97,217,391

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6. CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)	12 Months Ended
	Oct. 31, 2016	Oct. 31, 2015
Imputed interest	$ 18,200	$ 18,200
Repayments of convertible notes	0	48,000
Derivative expenses	100,462	486,359
Derivative liability	0	0
Convertible note balances, net	0	8,333
Discount on convertible notes	0	41,667
HAC convertible note [Member]
Imputed interest	18,200	$ 18,200
Convertible Notes Payable [Member]
Common stock issued upon conversion of notes payable, shares		3,737,696,430
Debt converted, amount converted		$ 382,077
Derivative expenses	$ 123,740	$ 61,537

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7. COMMITMENTS AND CONTINGENCIES (Details)	Oct. 31, 2016 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Future minimum lease payment, 2017	$ 27,900
Future minimum lease payment, 2018	27,900
Future minimum lease payment, 2019	21,060
Future minimum lease payment, 2020	18,780
Future minimum lease payment, 2021 and after	131,460
Future minimum lease payment	$ 227,100

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7. COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	12 Months Ended
	Oct. 31, 2016	Oct. 31, 2015
Consulting fee	$ 3,499,000	$ 328,000
McKay [Member]
Accrued salaries	0	$ 0
Nicholas Nguyen [Member]
Consulting accrued expense	$ 600,000
Preferred stock to be issued, shares	100
Consulting fee	$ 1,260,000
Lixin Chen [Member]
Consulting accrued expense	$ 1,260,000

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8. CAPITAL STOCK TRANSACTIONS (Details - Option activity) - Stock Options [Member] - $ / shares	12 Months Ended
	Oct. 31, 2016	Oct. 31, 2015
Number of Options Outstanding, Beginning	140,666,667	52,666,667
Number of Options Granted	1,000,000,000	138,000,000
Number of Options Exercised	0	0
Number of Options Forfeited	0	50,000,000
Number of Options Cancelled	0	0
Number of Options Expired	0	0
Number of Options Outstanding, Ending	240,666,667	140,666,667
Number of Options Exercisable	240,666,667	140,666,667
Weighted Average Exercise Price Outstanding, Beginning	$ .0146	$ .08
Weighted Average Exercise Price Granted	.004	.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	.01	.0146
Weighted Average Exercise Price Exercisable	$ .01	$ .0146
Weighted Average Remaining Contractual Life (in years) Outstanding, Beginning	9 years 3 months 7 days	6 years 2 months 27 days
Weighted Average Remaining Contractual Life (in years) granted	10 years	10 years
Weighted Average Remaining Contractual Life (in years) forfeited		6 years 2 months 27 days
Weighted Average Remaining Contractual Life (in years) Outstanding, Ending	8 years 9 months 11 days	9 years 3 months 7 days
Weighted Average Remaining Contractual Life (in years) Exercisable	8 years 9 months 11 days	9 years 3 months 7 days

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8. CAPITAL STOCK TRANSACTIONS (Details - Warrants outstanding) - Warrant [Member] - $ / shares	12 Months Ended
	Oct. 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 21 days	6 years 4 months 21 days
Weighted average remaining contractual life, ending	4 years 4 months 21 days	5 years 4 months 21 days

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8. CAPITAL STOCK TRANSACTIONS (Details Narrative) - USD ($)	12 Months Ended
	Oct. 31, 2016	Oct. 31, 2015
Proceeds from sale of preferred stock	$ 312,001	$ 322,000
Stock based compensation	$ 3,247,845	$ 3,830,000
Stock issued for services, shares issued	358,000,000
Stock issued for services, value	$ 871,200
Common stock, shares issued	4,199,880,936	3,829,346,478
Preferred stock, shares issued	15,063	2,945
Common stock issued upon conversion of notes payable		$ 382,078
Common stock issued in consideration of cancellation of accrued and unpaid payables, shares	97,217,391
Common stock issued in consideration of cancellation of accrued and unpaid payables, value	$ 43,000
Stock Options [Member]
Stock based compensation	$ 383,958	$ 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
Employee and Consultants [Member]
Stock issued for services, shares issued	29,000,000	1,203
Stock issued for services, value	$ 81,600	$ 645,000
Accredited Investors [Member]
Proceeds from sale of preferred stock		$ 22,000
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
An Accredited Investor [Member]
Preferred stock, shares issued	220
Consultants [Member]
Stock issued for services, shares issued		387,000,000
Stock issued for services, value		$ 425,000
Preferred Stock [Member]
Common stock retired and converted, common shares retired	694	759,817,144
Common stock retired and converted, preferred shares issued	984
Preferred stock retired and cancelled, shares	8
Stock issued for services, shares issued	11,664
Stock issued for services, value	$ 2,762,798
Stock issued for cash, shares issued	586
Stock issued for cash, proceeds	$ 312,001
Common Stock [Member]
Common stock retired and converted, common shares retired	692,943,784
Common stock retired and converted, preferred shares issued	984,000,000	767
Preferred stock retired and cancelled, shares	692,943,784