Some Decipher this for me. Lot of Shares Changing Hands.
Cajun
ITEM 1 – LEGAL PROCEEDINGS
None.
ITEM 1A – RISK FACTORS
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this item.
ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
1. During the quarterly period ended July 31, 2016, we issued 40,000,000 shares of our common stock upon conversion of 40 shares of our preferred stock. During the nine months ended July 31, 2016, we issued 513,000,000 shares of our common stock upon conversion of 513 shares of our preferred stock. In our quarterly report on Form 10-Q for the six months ended April 30, 2016 (the “April 2016 10-Q”) we reported that we issued a total of 194,000,000 shares of our common stock upon conversion of 194 shares of our preferred stock. In actuality, we issued an additional 279,000,000 shares of our common stock upon conversion of 279 shares of our preferred stock, for a total issuance of 473,000,000 shares of our common stock upon conversion of 473 shares of our preferred stock during the six months ended April 30, 2016. 279,000,000 shares of our common stock issued during this six-month period following conversion of 279 shares of our preferred stock were improperly allocated and disclosed as shares issued to consultants for services rendered, which disclosure has been updated as set forth below. The issuances were exempt in reliance upon the exemption provided by Rule 3(a)(9) and/or Section 4(a)(2) of the Securities Act.
2. During the nine months ended July 31, 2016, we issued 29,000,000 shares of common stock to consultants in consideration of services rendered. The shares were valued at $81,600 based on the closing stock prices on the dates of the stock grants. In our April 2016 10-Q we erroneously reported that we issued 358,000,000 shares of our 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 our common stock were actually issued upon conversion of 279 shares of our 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 our common stock previously described in our April 2016 10-Q as shares issued to consultants for services rendered were erroneously issued and have subsequently been cancelled. The issuances were exempt pursuant to Section 4(a)(2) of the Securities Act.
3. During the quarterly period ended July 31, 2016, we sold 354 shares of our preferred stock in consideration of $191,500, the proceeds of which will be used for general corporate purposes. In August 2016, we issued 406 shares of our convertible preferred stock sold during the nine months ended July 31, 2016. 3 shares of our preferred stock that were sold during the nine months ended July 31, 2016 have not been issued and were recorded as preferred stock to be issued. The issuances were exempt pursuant to Section 4(a)(2) of the Securities Act.
4. During quarterly period ended July 31, 2016, we issued 340 shares of convertible preferred stock to our employees and consultants in consideration of services rendered. These shares were valued at $1,309,998 based on the closing prices of the underlying common stock. We did not receive any cash proceeds for these issuances. The issuances were exempt under Section 4(a)(2) of the Securities Act.
5. In July 2016, we issued 97,217,391 shares of our common stock in consideration of cancellation of $43,000 of accrued and unpaid payables. We did not receive any cash proceeds upon these issuances. The issuances were exempt pursuant to Section 4(a)(2) of the Securities Act.
6. In August 2016, we issued 154,260,851 shares of common stock in consideration of cancellation of $41,560 of accrued and unpaid payables. We did not receive any cash proceeds upon these issuances. The issuances were exempt under Section 4(a)(2) of the Securities Act.
7. In August 2016, we issued 192,000,000 shares of common stock upon conversion of 192 shares of our convertible preferred stock. The issuances were exempt under Section 4(a)(2) of the Securities Act.
8. In August 2016, we issued 200 shares of our convertible preferred stock as compensation for services. The issuances were exempt under Section 4(a)(2) of the Securities Act.
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ITEM 3 – DEFAULT UPON SENIOR SECURITIES
None.
ITEM 4 – MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5 – OTHER INFORMATION
On July 6, 2016, Kevin Gould resigned as secretary and as a director. Mr. Gould’s resignation was for personal reasons and was not because of any disagreements with Trans-Pacific Aerospace Company, Inc. on matters relating to its operations, policies and practices.
In September 2016, we entered into a consulting agreement (“Consulitng Agreement”) with Woodward Global, Ltd. (“WG”), a Nevada corporation owned by Mr. Angus McKay, son of William R. McKay, our Chairman and CEO. Pursuant to the Consulting Agreement, we will provide consulting services to WG for a period of twelve (12) months for a total consideration of $2,000,000.
Cajun
ITEM 1 – LEGAL PROCEEDINGS
None.
ITEM 1A – RISK FACTORS
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this item.
ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
1. During the quarterly period ended July 31, 2016, we issued 40,000,000 shares of our common stock upon conversion of 40 shares of our preferred stock. During the nine months ended July 31, 2016, we issued 513,000,000 shares of our common stock upon conversion of 513 shares of our preferred stock. In our quarterly report on Form 10-Q for the six months ended April 30, 2016 (the “April 2016 10-Q”) we reported that we issued a total of 194,000,000 shares of our common stock upon conversion of 194 shares of our preferred stock. In actuality, we issued an additional 279,000,000 shares of our common stock upon conversion of 279 shares of our preferred stock, for a total issuance of 473,000,000 shares of our common stock upon conversion of 473 shares of our preferred stock during the six months ended April 30, 2016. 279,000,000 shares of our common stock issued during this six-month period following conversion of 279 shares of our preferred stock were improperly allocated and disclosed as shares issued to consultants for services rendered, which disclosure has been updated as set forth below. The issuances were exempt in reliance upon the exemption provided by Rule 3(a)(9) and/or Section 4(a)(2) of the Securities Act.
2. During the nine months ended July 31, 2016, we issued 29,000,000 shares of common stock to consultants in consideration of services rendered. The shares were valued at $81,600 based on the closing stock prices on the dates of the stock grants. In our April 2016 10-Q we erroneously reported that we issued 358,000,000 shares of our 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 our common stock were actually issued upon conversion of 279 shares of our 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 our common stock previously described in our April 2016 10-Q as shares issued to consultants for services rendered were erroneously issued and have subsequently been cancelled. The issuances were exempt pursuant to Section 4(a)(2) of the Securities Act.
3. During the quarterly period ended July 31, 2016, we sold 354 shares of our preferred stock in consideration of $191,500, the proceeds of which will be used for general corporate purposes. In August 2016, we issued 406 shares of our convertible preferred stock sold during the nine months ended July 31, 2016. 3 shares of our preferred stock that were sold during the nine months ended July 31, 2016 have not been issued and were recorded as preferred stock to be issued. The issuances were exempt pursuant to Section 4(a)(2) of the Securities Act.
4. During quarterly period ended July 31, 2016, we issued 340 shares of convertible preferred stock to our employees and consultants in consideration of services rendered. These shares were valued at $1,309,998 based on the closing prices of the underlying common stock. We did not receive any cash proceeds for these issuances. The issuances were exempt under Section 4(a)(2) of the Securities Act.
5. In July 2016, we issued 97,217,391 shares of our common stock in consideration of cancellation of $43,000 of accrued and unpaid payables. We did not receive any cash proceeds upon these issuances. The issuances were exempt pursuant to Section 4(a)(2) of the Securities Act.
6. In August 2016, we issued 154,260,851 shares of common stock in consideration of cancellation of $41,560 of accrued and unpaid payables. We did not receive any cash proceeds upon these issuances. The issuances were exempt under Section 4(a)(2) of the Securities Act.
7. In August 2016, we issued 192,000,000 shares of common stock upon conversion of 192 shares of our convertible preferred stock. The issuances were exempt under Section 4(a)(2) of the Securities Act.
8. In August 2016, we issued 200 shares of our convertible preferred stock as compensation for services. The issuances were exempt under Section 4(a)(2) of the Securities Act.
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ITEM 3 – DEFAULT UPON SENIOR SECURITIES
None.
ITEM 4 – MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5 – OTHER INFORMATION
On July 6, 2016, Kevin Gould resigned as secretary and as a director. Mr. Gould’s resignation was for personal reasons and was not because of any disagreements with Trans-Pacific Aerospace Company, Inc. on matters relating to its operations, policies and practices.
In September 2016, we entered into a consulting agreement (“Consulitng Agreement”) with Woodward Global, Ltd. (“WG”), a Nevada corporation owned by Mr. Angus McKay, son of William R. McKay, our Chairman and CEO. Pursuant to the Consulting Agreement, we will provide consulting services to WG for a period of twelve (12) months for a total consideration of $2,000,000.
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