WEB NEWS Auditor trail
SAN MARINO, Calif., Feb. 20, 2018 /PRNewswire / -- Trans-Pacific Aerospace (TPAC) (OTC: TPAC) announces the successful conclusion of negotiations aimed at deferring the due date for all convertible debt until July 2018. No outstanding obligations of the Company are now due prior to July 2018.
Bill McKay, CEO of TPAC stated: "We are very pleased to have been able to work with our lenders in order to defer the due dates for these obligations. We are hopeful and optimistic that TPAC will be in a position during the next few months to be able to repay these obligations through money raised in our ICO, rather than have the obligations convert into shares, thus creating a dilution of the stock. This deferral is part of our strategy to reduce and bring the share structure under greater control through loan repayment and share repurchase."
Comments & Business Outlook
TRANS-PACIFIC AEROSPACE COMPANY, INC.
Unaudited Consolidated Statements of Operations
For the Three Months Ended April 30,
For the Six Months Ended April 30,
2016
2015
2016
2015
Sales
$
109,140
$
–
$
109,140
$
–
Cost of sales
–
–
–
–
Gross profit
109,140
–
109,140
–
Operating expenses
Professional fees
20,240
10,745
23,115
76,510
Consulting
1,847,000
72,000
2,067,600
99,000
Other general and administrative
94,455
1,154,112
176,497
2,650,293
Total operating expenses
1,961,695
1,236,857
2,267,212
2,825,803
Operating loss from continuing operations
(1,852,555
)
(1,236,857
)
(2,158,072
)
(2,825,803
)
Interest expense, net
(46,403
)
(137,032
)
(77,453
)
(194,756
)
Change in fair value of derivative liabilities
–
61,762
–
431,298
Derivative expenses
–
(142,623
)
–
(486,360
)
Net loss from continuing operations
$
(1,898,958
)
$
(1,454,750
)
$
(2,235,525
)
$
(3,075,621
)
Discontinued operations
Net gain (loss) from discontinued operations
–
–
–
–
Loss before income taxes
(1,898,958
)
(1,454,750
)
(2,235,525
)
(3,075,621
)
Income taxes
–
–
–
–
Net Loss
(1,898,958
)
(1,454,750
)
(2,235,525
)
(3,075,621
)
Less: Loss attributable to non-controlling interest
$
(29,852
)
$
(36,637
)
$
(53,602
)
$
(79,181
)
Net Loss attributable to the Company
$
(1,869,106
)
$
(1,418,113
)
$
(2,181,923
)
$
(2,996,440
)
Basic and dilutive net loss from operations per share
$
(0.00
)
$
(0.00
)
$
(0.00
)
$
(0.01
)
Weighted average number of common shares outstanding, basic and diluted
3,095,436,027
635,333,259
3,303,428,943
406,603,216
Comments & Business Outlook
NEWCASTLE NSW, Australia--(BUSINESS WIRE)--
Trans-Pacific Aerospace Company, Inc. (“TPAC” or “Company”) (TPAC), has announced the establishment of operations in Australia - TPAC (Aust) Pty Ltd. (“TPAC Australia”). TPAC Australia operates under a licensing and services agreement between TPAC and TPAC Australia.
In addition to capitalizing on the significant need of supplying qualified bearings to the Australian, Pacific Rim and Mid East markets, TPAC Australia plans to start manufacturing bearings locally, aligning the Company with the Turnbull Governments’ innovation initiative - a $1.1 billion (Australian Dollar) innovation plan that encourages and fosters entrepreneurial culture, supports start-ups, promotes science and computing, and drives innovative research.
TPAC Australia will be led by Mr. Tony Gardner from Newcastle NSW. Mr. Gardner has been actively involved in a number of commercial projects over a number of years mostly in the soft and hard commodity sector. Mr. Gardner wants to start manufacturing the TPAC products locally and bring outside intellectual property into Australia for local job creation and general growth within the Australian market. He has assembled a team of former Australian military, aerospace and marketing executives to support daily operations.
Mr. Gardner stated: “We are looking to promote TPAC Australia to our domestic commercial aerospace industry as well as the Australian defence and naval markets. Australia has just been awarded a 50-Billion-dollar Submarine contract to be constructed in South Australia. With such contracts being awarded to Australia it gives local companies the ability to bring off shore technology into Australia for more job creation and wealth within our country.
We see significant short and long term opportunities in these areas. Additionally, we see a tremendous opportunity in the commercial aviation sector throughout Southeast Asia, Southern Asia and the Middle East. There is a significant need for local and regional sources of supply for these products and TPAC Australia will work diligently to fill that need.” Mr Gardner added: “We look forward to working with our already established partners, including Bower Aero, to provide OEM quality certified bearings to one of the most demanding aviation markets in the world.”
Bill McKay, CEO of TPAC, said: “This is a key step to TPAC’s strategic initiatives, one that will continue to position ourselves as a global brand with local roots. In addition to our primary touch-points - OEMs, airlines and MROs, we believe there is considerable potential in providing support to defence forces throughout the Asia-Pacific Region. By working with Tony and his Australian partners, we will be able to effectively and efficiently explore and develop this market. Tony and his team have worked diligently developing TPAC Australia and bringing us to this moment, and we are very optimistic about the opportunities they will bring to the company in the future.”
TPAC possesses proprietary technologies which enables it to manufacture aerospace approved commercial aircraft consumable component parts in China. These components, known as “plain and self-lubricating spherical bearings”, “bushings” and “rod end bearings” are used in both new and existing aircraft. The Company has passed all qualification requirements for SAE Aerospace Standard SAE-AS81820 and SAE-AS81934 from NAVAIR (U.S. Naval Air Systems Command), the agency responsible for qualifying SAE aerospace bearings, and has been placed on the QPL (Qualified Product Listing) as a supplier. Bearings produced by TPAC are approved for transfer/export by the U.S. Department of Commerce. As such, the Company is the first and only manufacturer of SAE-certified bearings in China and one of only six aerospace bearing manufacturers in the world.
Comments & Business Outlook
TRANS-PACIFIC AEROSPACE COMPANY, INC.
Unaudited Consolidated Statements of Operations
For the Three Months Ended January 31
2016
2015
Operating expenses
Professional fees
$
2,875
$
65,765
Consulting
220,600
27,000
Other general and administrative
82,042
1,496,182
Total operating expenses
305,517
1,588,947
Operating loss from continuing operations
(305,517
)
(1,588,947
)
Interest expense, net
(31,050
)
(57,724
)
Change in fair value of derivative liabilities
–
25,799
Net loss from continuing operations
$
(336,567
)
$
(1,620,872
)
Discontinued operations
Net gain (loss) from discontinued operations
–
–
Loss before income taxes
(336,567
)
(1,620,872
)
Income taxes
–
–
Net Loss
(336,567
)
(1,620,872
)
Less: Loss attributable to non-controlling interest
$
(23,750
)
$
(42,544
)
Net Loss attributable to the Company
$
(312,817
)
$
(1,578,328
)
Basic and dilutive net loss from operations per share
$
(0.00
)
$
(0.01
)
Weighted average number of common shares outstanding, basic and diluted
3,506,900,273
185,331,761
Comments & Business Outlook
8.01 Reduction of Common Shares of the Company
Effective December 29, 2015, the Company reduced the number of common shares of the Company outstanding by 299,981,308 common shares. These common shares are removed from the outstanding shares and the float, effective December 29, 2015.
Comments & Business Outlook
8.01 Reduction of Common Shares of the Company
Effective December 16, 2015, the Company reduced the number of common shares of the Company outstanding by 703,200,002 common shares. These common shares are removed from the outstanding shares and the float, effective December 16, 2015.
Comments & Business Outlook
TRANS-PACIFIC AEROSPACE COMPANY, INC.
Unaudited Consolidated Statements of Operations
For the Three Months ended July 31,
For the Nine Months ended July 31,
2015
2014
2015
2014
Operating expenses
Professional fees
$
24,385
$
7,381
$
100,895
$
185,500
Consulting
74,500
77,650
173,500
704,878
Other general and administrative
1,263,227
497,232
3,913,521
1,636,458
Total operating expenses
1,362,112
582,263
4,187,916
2,526,836
Operating loss from continuing operations
(1,362,112
)
(582,263
)
(4,187,916
)
(2,526,836
)
Interest expense, net
(138,704
)
(70,288
)
(333,460
)
(144,903
)
Change in fair value of derivative liabilities
(6,476
)
(91,785
)
424,822
(91,785
)
Derivative expenses
–
–
(486,359
)
–
Net loss from continuing operations
$
(1,507,292
)
$
(744,336
)
$
(4,582,913
)
$
(2,763,524
)
Discontinued operations
Net gain (loss) from discontinued operations
–
–
–
–
Loss before income taxes
(1,507,292
)
(744,336
)
(4,582,913
)
(2,763,524
)
Income taxes
–
(15
)
–
(15
)
Net Loss
(1,507,292
)
(744,351
)
(4,582,913
)
(2,763,539
)
Less: Loss attributable to non-controlling interest
$
(41,209
)
$
(52,836
)
$
(120,390
)
$
(245,279
)
Net Loss attributable to the Company
$
(1,466,083
)
$
(691,515
)
$
(4,462,523
)
$
(2,518,260
)
Basic and dilutive net loss from operations per share
$
(0.00
)
$
(0.01
)
$
(0.00
)
$
(0.02
)
Weighted average number of common shares outstanding, basic and diluted
3,274,015,518
135,533,651
1,372,910,658
120,429,303
Management Discussion and Analysis
Results of Operations
Nine Months Ended July 31, 2015 and 2014
We have not commenced revenue producing operations and do not expect to until the fourth quarter of 2015, at the earliest, at which time we expect to commence the distribution of Godfrey’s line of spherical bearings. During the nine months ended July 31, 2015, we incurred $4,187,916 of operating expenses compared to $2,526,836 during the nine months ended July 31, 2014. Our operating expenses consist primarily of professional fees, consulting fees, and other general and administrative expenses. The increase in operating expenses for the nine months ended July 31, 2015 compared to the same period in fiscal 2014 was primarily resulted from issuance of options for common stock to board of directors. We expect our operating expenses will significantly increase at such time as we commence the distribution of Godfrey’s spherical bearings.
During the nine months ended July 31, 2015 and 2014, we incurred a net loss from operations of $4,582,913 and $2,763,524, respectively. The increase was primarily resulted from issuance of common stock options to board of directors.
As of July 31, 2015 and October 31, 2014, as a result of the increased ownership to 55% in Godfrey, we recorded non-controlling interest of $609,797 and $489,407, respectively. The net loss attributable to the Company was $4,462,523 and $2,518,260 for the nine months ended July 31, 2015 and 2014, respectively.
Deal Flow
8.01 Repayment of Convertible Note Between KBM Worldwide and the Company
On July 21, 2015 the Company repaid in cash and in full, the convertible note obligation owed by the Company to KBM Worldwide. The note was eligible for conversion on August 22, 2015. No conversion was done under the Note. KBM Worldwide accepted the payment wired by the Company to KBM Worldwide as full and complete repayment of the note, interest and penalties. No further amounts are owed thereunder.
Comments & Business Outlook
DONGGUAN, China--(BUSINESS WIRE )--
Trans-Pacific Aerospace Company, Inc. (“TPAC” or “Company”) (TPAC), is pleased to disclose the nature of the purchase order mentioned in a May 1, 2014 press release. The order is between TPAC and The Timken Company (TKR), one of the most respected bearing manufacturers in the world.
The Timken Company (“Timken”) has placed the order, which is still valid and open, so as to examine products produced by TPAC with the mutual goal of Timken and TPAC entering into a long-term relationship through which Timken would globally market the products produced by TPAC under the Timken brand.
Bill McKay, the CEO of TPAC stated: “We are very proud of our accomplishment regarding both our qualification work and how it has manifested itself in the order. It shows that the barriers to entry for these products are exceedingly high and is a testament to the value of our qualification approval and our hard work. While we have a lot of work ahead in both producing these parts and establishing a long term relationship with Timken, we relish the opportunity to perform at our best. Timken is an outstanding brand in the industry and therefore it is incumbent upon TPAC to produce products that are worthy to be marketed under this outstanding brand name. We are more than up to the challenge.
“This order took a long time to start because we were expecting to form a joint venture with AVIC Harbin Bearings (“Harbin”) through which we would produce these parts. Both Timken and TPAC agreed that under the circumstances it was best to produce the parts in Harbin so that they would be representative of long-term production parts. Unfortunately we could not get Harbin to make a decision regarding a joint venture so we were forced to abandon that project. We are now in a position to handle the order on our own and have already started to generate components for the order. We are very grateful for the patience and professionalism exhibited by Timken, while we attempted to reach a deal with Harbin. We are confident that we will supply excellent parts through which we can establish a long term relationship with Timken regarding airframe bearings and enhance the superior Timken brand name.”
TPAC uses its proprietary aerospace bearing technologies at its facility in China to manufacture and sell component parts for both new commercial and general aviation aircraft and for spares for the existing commercial fleet. The component parts are referred to as self-lubricating spherical bearings and they help with several flight-critical tasks, including aircraft flight controls and landing gears. TPAC is the first and only manufacturer in China to qualify under SAE-AS81820 and 81934 and currently has in excess of 1,000 approved parts.
Comments & Business Outlook
DONGGUAN, China--(BUSINESS WIRE )--
Trans-Pacific Aerospace Company, Inc. (�TPAC� or �Company�) (TPAC) is providing an update on the Company.
All convertible notes that were the subject of conversions through June, 2015 (�Notes�), including but not limited to all 2014 Notes in favor of Asher Enterprises/KBM Worldwide, have either been converted or repaid. It is the understanding of the Company that holders of shares relating to the Notes have sold those shares into the marketplace. The Company has one remaining outstanding convertible note due in August, 2015 and plans to pay off that note prior to conversion. The Company has the right to repay this Note.
The Company does not intend to increase the number of authorized shares of the Company and has no intention of doing a reverse split of the shares of the Company, unless such a reverse split would lead to a listing on Nasdaq. Additionally, the Company has no intention of taking on any more convertible debt at this time or in the future. Since at least 2011, neither the Company, nor any of its current directors, nor their respective spouses nor their children have ever sold unrestricted shares into the market.
The Company is in the process of remodeling its assembly facility, but is still presently ready for full scale production. Any renovation would not affect the delivery of products. Later in 2015 the Company anticipates attempting to qualify under SAE-AS81820 Type A, requiring performance for 100,000 cycles. Should the Company pass this qualification test, to the knowledge of the Company, it will be one of only three companies approved to this standard.
Share Structure
Item 8.01 Reduction of Common Shares of the Company
Effective June 22, 2015 the Company reduced the number of common shares of the Company by a total of 778,952,234 common shares. These common shares are being removed from the outstanding shares of the Company effective June 22, 2015.
Notable Share Transactions
DONGGUAN, China--(BUSINESS WIRE )--Trans-Pacific Aerospace Company, Inc. (�TPAC� or �Company�) (OTCBB:TPAC), is pleased to announce that it is reducing the number of outstanding common shares by a total of 778,952,234 common shares. These common shares will be removed from the outstanding shares of the Company effective immediately.
Bill McKay, CEO of TPAC stated: �We made a commitment to shareholders to reduce the number of common shares and we are living up to our commitment. We have a long-term plan for TPAC and this is just another part of the plan. Our Business Plan, posted on our web site www.tpacbearings.com outlines our future objectives. While we may not meet all of those objectives, we will nevertheless work diligently to do so. We are grateful for the support shown by existing shareholders and hope that these shareholders and new shareholders understand our commitment to achieving our goals and enhancing shareholder value.�
TPAC uses its proprietary aerospace bearing technologies at its facility in China to manufacture and sell component parts for both new commercial and general aviation aircraft and for spares for the existing commercial fleet. The component parts are referred to as self-lubricating spherical bearings and they help with several flight-critical tasks, including aircraft flight controls and landing gears. TPAC is the first and only manufacturer in the world to manufacture self-lubricating spherical bearings in China that have been qualified by NAVAIR under SAE-AS81820 and 81934.
Comments & Business Outlook
TRANS-PACIFIC AEROSPACE COMPANY, INC.
Unaudited Consolidated Statements of Operations
For the Three Months ended
For the Six Months Ended
April 30,
April 30,
2015
2014
2015
2014
Operating expenses
Professional fees
$
10,745
$
171,353
$
76,510
$
178,119
Consulting
72,000
357,478
99,000
627,228
Other general and administrative
1,154,112
591,523
2,650,293
1,139,226
Total operating expenses
1,236,857
1,120,354
2,825,803
1,944,573
Operating loss from continuing operations
(1,236,857
)
(1,120,354
)
(2,825,803
)
(1,944,573
)
Interest expense, net
(137,032
)
(48,459
)
(194,756
)
(74,615
)
Change in fair value of derivative liabilities
61,762
431,298
Derivative expenses
(142,623
)
–
(486,360
)
–
Loss before income taxes
$
(1,454,750
)
$
(1,168,813
)
$
(3,075,621
)
$
(2,019,188
)
Income taxes
–
–
–
–
Net Loss
(1,454,750
)
(1,168,813
)
(3,075,621
)
(2,019,188
)
Less: Loss attributable to non-controlling interest
$
(36,637
)
$
(129,443
)
$
(79,181
)
$
(192,443
)
Net Loss attributable to the Company
$
(1,418,113
)
$
(1,039,370
)
$
(2,996,440
)
$
(1,826,745
)
Basic and dilutive net loss from operations per share
$
(0.00
)
$
(0.01
)
$
(0.01
)
$
(0.02
)
Weighted average number of common shares outstanding, basic and diluted
635,333,259
121,377,676
406,603,216
112,751,955
Management Discussion and Analysis
We have not commenced revenue producing operations and do not expect to until the fourth quarter of 2015, at the earliest, at which time we expect to commence the distribution of Godfrey’s line of spherical bearings. During the six months ended April 30, 2015, we incurred $2,825,803 of operating expenses compared to $1,944,573 during the six months ended April 30, 2014. Our operating expenses consist primarily of professional fees, consulting fees, and other general and administrative expenses. The increase in operating expenses for the six months ended April 30, 2015 compared to the same period in fiscal 2014 was primarily resulted from issuance of options for common stock to board of directors. We expect our operating expenses will significantly increase at such time as we commence the distribution of Godfrey’s spherical bearings.
During the six months ended April 30, 2015 and 2014, we incurred a net loss from operations of $3,075,621 and $2,019,188, respectively. The increase was primarily resulted from issuance of common stock options to board of directors.
For the six months ended April 30, 2015 and October 31, 2014, as a result of the increased ownership to 55% in Godfrey, we recorded non-controlling interest of $568,588 and $489,407, respectively. The net loss attributable to the Company was $2,996,440 and $1,826,745 for the six months ended April 30, 2015 and 2014, respectively.
Comments & Business Outlook
TRANS-PACIFIC AEROSPACE COMPANY, INC.
Unaudited Consolidated Statements of Operations
For the Three Months Ended
January 31,
2015
2014
Operating expenses
Professional fees
$
65,765
$
6,766
Consulting
27,000
–
Other general and administrative
1,496,182
817,052
Total operating expenses
1,588,947
823,818
Operating loss from continuing operations
(1,588,947
)
(823,818
)
Interest expense, net
(57,724
)
(26,556
)
Derivative expenses
25,799
–
Loss before income taxes
$
(1,620,872
)
$
(850,374
)
Income taxes
–
–
Net Loss
(1,620,872
)
(850,374
)
Less: Loss attributable to non-controlling interest
$
(42,544
)
$
(63,000
)
Net Loss attributable to the Company
$
(1,578,328
)
$
(787,374
)
Basic and dilutive net loss from operations per share
$
(0.01
)
$
(0.01
)
Weighted average number of common shares outstanding, basic and diluted
185,331,761
104,407,507
Management Discussion and Analysis
We have not commenced revenue producing operations and do not expect to until the fourth quarter of 2015, at the earliest, at which time we expect to commence the distribution of Godfrey’s line of spherical bearings. During the three months ended January 31, 2015, we incurred $1,588,947 of operating expenses compared to $823,818 during the three months ended January 31, 2014. Our operating expenses consist primarily of professional fees, consulting fees, and other general and administrative expenses. The increase in operating expenses for the three months ended January 31, 2015 compared to the same period in fiscal 2014 was primarily resulted from issuance of options for common stock to board of directors. We expect our operating expenses will significantly increase at such time as we commence the distribution of Godfrey’s spherical bearings.
During the three months ended January 31, 2015 and 2014, we incurred a net loss from operations of $1,620,872 and $850,374, respectively. The increase was primarily resulted from issuance of common stock options to board of directors.
For the three months ended January 31, 2015 and October 31, 2014, as a result of the increased ownership to 55% in Godfrey, we recorded non-controlling interest of $531,951 and $489,407, respectively. The net loss attributable to the Company was $1,578,328 and $787,374 for the three months ended January 31, 2015 and 2014, respectively.
Comments & Business Outlook
TRANS-PACIFIC AEROSPACE COMPANY, INC.
Consolidated Statements of Operations
For the Years Ended October 31,
2014
2013
Operating expenses
Professional fees
$
211,700
$
94,316
Consulting
721,078
–
Other general and administrative
2,401,615
1,687,649
Total operating expenses
3,334,393
1,781,965
Operating loss from continuing operations
(3,334,393
)
(1,781,965
)
Impairment of acquisition
–
(528,101
)
Interest expense, net
(189,707
)
(26,450
)
Derivative expenses
(152,891
)
–
Net loss from continuing operations
$
(3,676,991
)
$
(2,336,516
)
Discontinued operations
Net gain (loss) from discontinued operations
–
–
Loss before income taxes
(3,676,991
)
(2,336,516
)
Income taxes
(909
)
(907
)
Net Loss
(3,677,900
)
(2,337,423
)
Less: Loss attributable to non-controlling interest
$
(372,854
)
$
(45,779
)
Net Loss attributable to the Company
$
(3,305,046
)
$
(2,291,644
)
Basic and dilutive net loss from operations per share
$
(0.03
)
$
(0.03
)
Weighted average number of common shares outstanding, basic and diluted
131,965,747
86,867,166
Management Discussion and Analysis
We have not commenced revenue producing operations and do not expect to until the fourth quarter of 2015, at the earliest, at which time we expect to commence the distribution of Godfrey’s line of spherical bearings. During the 2014 fiscal year, we incurred $3,334,393 of expenses compared to $1,781,965 during fiscal 2013. Our operating expenses consist primarily of general and administrative expenses and the increase in operating expenses from fiscal 2013 to fiscal 2014 was attributable primarily to increase in stock based compensation, professional fees, and consulting fees. We expect our operating expenses will significantly increase at such time as we commence the distribution of Godfrey’s spherical bearings.
During the 2014 fiscal year, we incurred a net loss before income taxes from continuing operations of $3,676,991 compared to a net loss from continuing operations of $2,336,516 during fiscal 2013. The increase in our net loss in 2014 was attributable primarily to increased general and administrative expenses described above.
For the year ended October 31, 2014 and 2013, as a result of the increased ownership to 55% in Godfrey, we recorded non-controlling interest of $489,407 and $116,553, respectively. The net loss attributable to the Company was$3,305,046 and $2,291,644 for the years ended October 31, 2014 and 2013, respectively.
Comments & Business Outlook
TRANS-PACIFIC AEROSPACE COMPANY, INC.
Consolidated Statements of Operations - Unaudited
For the Three Months ended July 31,
For the Nine Months ended July 31,
2014
2013
2014
2013
Operating expenses
Professional fees
$
7,381
$
15,785
$
185,500
$
66,581
Consulting
77,650
–
704,878
–
Other general and administrative
497,232
359,316
1,636,458
1,360,616
Total operating expenses
582,263
375,101
2,526,836
1,427,197
Operating loss from continuing operations
(582,263
)
(375,101
)
(2,526,836
)
(1,427,197
)
Impairment of acquisition
–
(528,101
)
–
(528,101
)
Interest expense, net
(70,288
)
(4,550
)
(144,903
)
(13,650
)
Change in fair value of derivative
(91,785
)
(91,785
)
Net loss from continuing operations
$
(744,336
)
$
(907,752
)
$
(2,763,524
)
$
(1,968,948
)
Income taxes
(15
)
–
(15
)
–
Net Loss
(744,351
)
(907,752
)
(2,763,539
)
(1,968,948
)
Less: Loss attributable to non-controlling interest
$
(52,836
)
$
(9,945
)
$
(245,279
)
$
(9,945
)
Net Loss attributable to the Company
$
(691,515
)
$
(897,807
)
$
(2,518,260
)
$
(1,959,003
)
Basic and dilutive net loss from operations per share
$
(0.01
)
$
(0.01
)
$
(0.02
)
$
(0.02
)
Weighted average number of common shares outstanding, basic and diluted
135,533,651
93,295,007
120,429,303
83,191,484
Management Discussion and Analysis
Nine Months Ended July 31, 2014 and 2013
During the nine months ended July 31, 2014, we incurred $2,526,836 of operating expenses compared to $1,427,197 during the nine months ended July 31, 2013. Our operating expenses consist primarily of professional fees, consulting fees, and other general and administrative expenses. The increase in operating expenses for the nine months ended July 31, 2014 compared to the same period in fiscal 2013 was primarily resulted from issuance of common stock to board of directors and consultants. We expect our operating expenses will significantly increase at such time as we commence the distribution of Godfrey’s spherical bearings.
During the nine months ended July 31, 2014 and 2013, we incurred a net loss from operations of $2,763,539 and $1,968,948, respectively. The increase was primarily resulted from issuance of common stock to board of directors and consultants.
Comments & Business Outlook
TRANS-PACIFIC AEROSPACE COMPANY, INC.
(A Development Stage Company)
Consolidated Statements of Operations - Unaudited
For the Three Months ended April 30,
For the Six Months ended April 30,
Cumulative from Inception (June 5, 2007) to April 30,
2014
2013
2014
2013
2014
Operating expenses
Professional fees
$
171,353
$
24,394
$
178,119
$
50,796
$
1,025,293
Consulting
357,478
–
627,228
–
917,478
Other general and administrative
591,523
674,775
1,139,226
1,001,300
9,089,598
Total operating expenses
1,120,354
699,169
1,944,573
1,052,096
11,032,369
Operating loss from continuing operations
(1,120,354
)
(699,169
)
(1,944,573
)
(1,052,096
)
(11,032,369
)
Impairment of goodwill
–
–
–
–
(2,469,404
)
Impairment of acquisition
–
–
–
–
(528,101
)
Loss on induced debt conversion
–
–
–
–
(55,000
)
Bad debt expense
–
–
–
–
(35,733
)
Interest expense, net
(48,459
)
(4,550
)
(74,615
)
(9,100
)
(481,773
)
Net loss from continuing operations
$
(1,168,813
)
$
(703,719
)
$
(2,019,188
)
$
(1,061,196
)
$
(14,602,380
)
Discontinued operations
Net gain (loss) from discontinued operations
–
–
–
–
(213,194
)
Loss before income taxes
(1,168,813
)
(703,719
)
(2,019,188
)
(1,061,196
)
(14,815,574
)
Income taxes
–
–
–
–
(8,697
)
Net Loss
(1,168,813
)
(703,719
)
(2,019,188
)
(1,061,196
)
(14,824,271
)
Less: Loss attributable to non-controlling interest
$
(129,443
)
$
(192,443
)
$
–
(238,222
)
Net Loss attributable to the Company
$
(1,039,370
)
$
(703,719
)
$
(1,826,745
)
$
(1,061,196
)
$
(14,586,049
)
Basic and dilutive net loss from operations
per share
$
(0.01
)
$
(0.01
)
$
(0.02
)
$
(0.01
)
Weighted average number of common
shares outstanding, basic and diluted
121,377,676
80,530,547
112,751,955
78,055,992
Management Discussion and Analysis
During the six months ended April 30, 2014, we incurred $1,944,573 of operating expenses compared to $1,052,096 during the six months ended April 30, 2013. Our operating expenses consist primarily of professional fees, consulting fees, and other general and administrative expenses. The increase in operating expenses for the six months ended April 30, 2014 compared to the same period in fiscal 2013 was primarily resulted from issuance of common stock to board of directors and consultants. We expect our operating expenses will significantly increase at such time as we commence the distribution of Godfrey’s spherical bearings.
During the six months ended April 30, 2014 and 2013, we incurred a net loss from operations of $2,019,188 and $1,061,196, respectively. The increase was primarily resulted from issuance of common stock to board of directors and consultants.
Auditor trail
Item 4.01 Changes in Registrant’s Certifying Accountant
On April 21, 2014, Trans-Pacific Aerospace, Inc. (the “Company”) engaged TAAD, LLP to serve as the Company’s independent registered public accounting firm for the year ended October 31, 2014. The engagement of TAAD, LLP was approved by the Audit Committee of the Board of Directors of the Company. The Audit Committee also approved the dismissal of M&K CPAS, PLLC as the Company’s independent registered public accounting firm.
M&K CPAS, PLLC’s report on the financial statements of the Company as of and for the years ended October 31, 2013 and 2012 stated that the Company’s net loss from operations and net capital deficiency raises substantial doubt about the Company’s ability to continue as a going concern. Except for the foregoing, M&K CPAS, PPLC’s report on the financial statements of the Company as of and for the years ended October 31, 2013 and 2012 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to audit scope, procedure or accounting principles.
During the Company’s two fiscal years ended October 31, 2013, and the subsequent interim period through April 21, 2014, there were no disagreements between the Company and M&K CPAS, PLLC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to M&K CPAS, PLLC’s satisfaction, would have caused them to make reference to the subject matter of the disagreement in connection with their reports on the Company’s financial statements for such years or periods; and there were no reportable events as described in Item 304(a)(1)(v) of Regulation S-K. The Company provided M&K CPAS, PLLC with a copy of the foregoing disclosures. Attached as Exhibit 16 is a copy of M&K CPAS, PLLC’s letter, dated May 28, 2014, stating its agreement with such statements.
In addition, during the Company’s two fiscal years ended October 31, 2013, and the subsequent interim period through April 21, 2014, the Company did not consult with TAAD, LLP with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, or any other matters or reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.
Comments & Business Outlook
TRANS-PACIFIC AEROSPACE COMPANY, INC.
(A Development Stage Company)
Consolidated Statements of Operations - Unaudited
For the Three Months ended
January 31,
Cumulative
from Inception
(June 5, 2007)
2014
2013
to January 31, 2014
Operating expenses
Professional fees
$
6,766
$
26,402
$
853,940
Consulting
–
–
290,250
Other general and administrative
817,052
326,525
8,767,424
Total operating expenses
823,818
352,927
9,911,614
Operating loss from continuing operations
(823,818
)
(352,927
)
(9,911,614
)
Impairment of goodwill
–
–
(2,469,404
)
Impairment of acquisition
–
–
(528,101
)
Loss on induced debt conversion
–
–
(55,000
)
Bad debt expense
–
–
(35,733
)
Interest expense, net
(26,556
)
(4,550
)
(433,714
)
Net loss from continuing operations
$
(850,374
)
$
(357,477
)
$
(13,433,566
)
Discontinued operations
Net gain (loss) from discontinued operations
–
–
(213,194
)
Loss before income taxes
(850,374
)
(357,477
)
(13,646,760
)
Income taxes
–
(8,697
)
Net Loss
(850,374
)
(357,477
)
(13,655,457
)
Less: Loss attributable to non-controlling interest
(63,000
)
–
(108,779
)
Net Loss attributable to the Company
$
(787,374
)
$
(357,477
)
$
(13,546,678
)
Basic and dilutive net loss from operations per share
$
(0.01
)
$
(0.00
)
Weighted average number of common shares outstanding, basic and diluted
104,407,507
75,662,129
Management Discussion and Analysis
Results of Operations
Three Months Ended January 31, 2014 and 2013
We have not commenced revenue producing operations and do not expect to until the third quarter of 2014, at the earliest, at which time we expect to commence the distribution of Godfrey’s line of spherical bearings. During the three months ended January 31, 2014, we incurred $823,818 of operating expenses compared to $352,927 during the three months ended January 31, 2013. Our operating expenses consist primarily of professional fees, consulting fees, and other general and administrative expenses. The increase in operating expenses for the three months ended January 31, 2014 compared to the same period in fiscal 2013 was primarily resulted from issuance of common stock to board of directors and consultants. We expect our operating expenses will significantly increase at such time as we commence the distribution of Godfrey’s spherical bearings.
During the three months ended January 31, 2014 and 2013, we incurred a net loss from operations of $787,374 and $357,477, respectively. The increase was primarily resulted from issuance of common stock to board of directors and consultants.
Comments & Business Outlook
TRANS-PACIFIC AEROSPACE COMPANY, INC.
(A Development Stage Company)
Consolidated Statements of Operations
Cumulative
For the Year ended
from Inception
October 31,
(June 5, 2007)
2013
2012
to October 31, 2013
Operating expenses
Professional fees
$
94,316
$
140,092
$
847,174
Consulting
–
26,250
290,250
Other general and administrative
1,687,649
1,312,480
7,950,372
Total operating expenses
1,781,965
1,478,822
9,087,796
Operating loss from continuing operations
(1,781,965
)
(1,478,822
)
(9,087,796
)
Impairment of goodwill
–
–
(2,469,404
)
Impairment of acquisition
(528,101
)
–
(528,101
)
Loss on induced debt conversion
–
–
(55,000
)
Bad debt expense
–
(35,733
)
(35,733
)
Interest expense, net
(26,450
)
(18,200
)
(407,158
)
Net loss from continuing operations
$
(2,336,516
)
$
(1,532,755
)
$
(12,583,192
)
Discontinued operations
Net gain (loss) from discontinued operations
–
–
(213,194
)
Loss before income taxes
(2,336,516
)
(1,532,755
)
(12,796,386
)
Income taxes
(907
)
(4,464
)
(8,697
)
Net Loss
(2,337,423
)
(1,537,219
)
(12,805,083
)
Less: Loss attributable to non-controlling interest
$
(45,779
)
$
–
(45,779
)
Net Loss attributable to the Company
$
(2,291,644
)
$
(1,537,219
)
$
(12,759,304
)
Basic and dilutive net loss from operations per share
$
(0.03
)
$
(0.02
)
Weighted average number of common shares outstanding, basic and diluted
86,867,166
67,440,727
Management Discussion and Analysis
Results of Operations - Years Ended October 31, 2013 and 2012
We have not commenced revenue producing operations and do not expect to until the fourth quarter of 2014, at the earliest, at which time we expect to commence the distribution of Godfrey’s line of spherical bearings. During the 2013 fiscal year, we incurred $1,781,965 of expenses compared to $1,478,822 during fiscal 2012. Our operating expenses consist primarily of general and administrative expenses and the increase in operating expenses from fiscal 2012 to fiscal 2013 was attributable primarily to increase in stock based compensation, professional fees, and consulting fees. We expect our operating expenses will significantly increase at such time as we commence the distribution of Godfrey’s spherical bearings.
During the 2013 fiscal year, we incurred a net loss before income taxes from continuing operations of $2,336,516 compared to a net loss from continuing operations of $1,532,755 during fiscal 2012. The increase in our net loss in 2013 was attributable primarily to increased general and administrative expenses described above and an impairment charge of $528,101 relating to our acquisition of an additional 30% interest in our Godfrey subsidiary during fiscal 2013. The impairment was immediately recognized due to the fact that Godfrey has not produced any revenue from operations and lacks sufficient capital to implement its business plan.
For the year ended October 31, 2013, as a result of the increased ownership to 55% in Godfrey, we recorded non-controlling interest of $116,553. The net loss attributable to the Company was $2,291,644 for the year ended October 31, 2013.