UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~September~~ January 817, ~~2016~~2017

Trans-Pacific Aerospace Company, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-55581	36-4613360
Wyoming		000-55581	36-4613360
(State or other jurisdiction	~~(Commission~~	(~~IRS Employer~~Commission	(IRS Employer
of incorporation)	~~File Number)~~	~~Identification~~File ~~No.~~Number)	Identification No.)

2975 Huntington Drive, Suite 107, San Marino, CA	91108
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (626) 796-7804

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Section~~Item 31.01. -Entry ~~Securities~~into ~~and~~a ~~Trading~~Material ~~Markets~~Definitive Agreement

The information set forth under Item 38.0201 of ~~Unregistered~~this ~~Sales~~Current ofReport ~~Equity~~on ~~Securities~~Form 8-K is incorporated herein by reference.

1Item 5.02 Departure ~~On September 8, 2016, we issued 10,000 shares~~ of ~~our~~Directors ~~Series~~or ACertain ~~Preferred~~Officers; ~~Stock~~Election ~~to our President and Chief Executive Officer in consideration~~ of ~~services~~Directors; ~~previously~~Appointment ~~rendered to us. We did not receive any proceeds. The issuance was exempt under Section 4(a)(2)~~ of ~~and/or~~Certain ~~Rule~~Officers; ~~506~~Compensatory ofArrangements ~~the Securities Act~~ of ~~1933,~~Certain ~~as amended~~Officers.

2. On ~~November~~January 3017, ~~2016~~2017, weJason ~~issued~~Wenig ~~1,300~~resigned as ~~shares~~a ~~of our Series B Preferred Stock to our President and Chief Executive Officer in consideration of services previously rendered to us~~director. ~~We did not receive any proceeds~~Mr. ~~The~~Wenig’s ~~issuance~~resignation was ~~exempt~~not ~~under~~because ~~Section 4(a)(2)~~ of ~~and/or~~any ~~Rule~~disagreements ~~506~~with ofTPAC ~~the~~on ~~Securities~~matters ~~Act~~relating ofto ~~1933~~its operations, policies asand ~~amended.~~practices

3.Item ~~On November 30, 2016, we issued 200 shares of our Series B Preferred Stock to one of our directors in consideration of services previously rendered to us~~5. ~~We did not receive any proceeds~~03. ~~The~~Amendments ~~issuance~~to ~~was~~Articles ~~exempt under Section 4(a)(2)~~ of ~~and/~~Incorporation or ~~Rule~~Bylaws; ~~506~~Change ofin ~~the~~Fiscal ~~Securities Act of 1933, as amended~~Year

~~Section~~The 5information set forth under Item 8.01 of this Current Report on Form 8-K ~~Corporate~~is ~~Governance~~incorporated ~~and~~herein ~~Management~~by reference.

Item 58.01. ~~Changes~~Other ~~in Control of Registrant~~Events

On September 8, 2016, William Reed McKay, our President and Chief Executive Officer of the Company gained control of the Company via issuance of the 10,000 shares of Series A Preferred Stock issued to him. Following issuance of such shares, the Company had 3,920,880,936 shares of common stock and 14,421 shares of Series A Preferred Stock outstanding. Based on the current conversion price, each share of Series A Preferred Stock is entitled to 1 million votes per share. Accordingly, there were 18,341,880,936 votes outstanding voting together as a single class on September 8, 2016. The 10,000 shares of Series A Preferred Stock issued to Mr. McKay (along with the 300 shares of Series A Preferred Stock then held by him) provided him with approximately 56% of the total votes, resulting in change of control. The shares of Series A Preferred were issued to Mr. McKay in consideration of services previously rendered to him. Prior to the issuance of the control block of Series A Preferred, no singular person had control of the Company, although the Series A Preferred as a class accounted for 53% of the total votes outstanding prior to the issuance of the 10,000 shares to Mr. McKay. The 1,300 shares of Series B Preferred Stock issued to Mr. McKay on November 30, 2016 (pursuant to which he received an additional 1.3 trillion votes) increased his voting control over the Company to approximately 86% based on 4,268,880,936, 14,959 and 1,500 shares of Common Stock, Series A Preferred Stock and Series B Preferred Stock outstanding, respectively on such date (and thus 1,519,227,880,936 outstanding on such date). As discussed below, each shares of Series B Preferred Stock is entitled to 100 million votesReincorporation

~~Item~~Effective 5January 27, 2017, Trans-Pacific Aerospace Company, Inc.03 (the “Company”) completed a change of domicile (the “Reincorporation”) to Wyoming from Nevada by means of a merger of Trans-Pacific Aerospace Company Inc., ~~Amendments~~a Nevada corporation (“TPAC-NV”) with and into the Company’s wholly-owned subsidiary, Trans-Pacific Aerospace Company, Inc., a Wyoming corporation (“TPAC-WY”). The merger agreement was entered into on December 12, 2016 and was previously disclosed and attached as an appendix to ~~Articles~~the Company’s Definitive Information Statement on Form 14C filed with the Securities and Exchange Commission on December 27, 2016 (the “Information Statement”). The articles of ~~Incorporation~~merger orwere ~~Bylaws;~~accepted ~~Change~~by inthe ~~Fiscal~~State ~~Year~~of Wyoming on January 27, 2017 and by the State of Nevada on January 23, 2017. The Reincorporation was approved by written consent of the Company’s stockholders holding approximately 86% of the voting power of the company on December 12, 2016.

~~The~~Effects ~~Company’s Articles~~ of ~~Incorporation authorizes~~ the Company to issue 5,000,000 shares of preferred stock, $0.001 par value per share, issuable from time to time in or more series (“Preferred Stock”). On November 29, 2016, the Company filed with the Nevada Secretary of State a Certificate of Designation of Series B Preferred Stock (the “Series B Designation”) which sets forth the rights, preferences and privileges of the Series B Preferred Stock (the “Series B Preferred”). Fifteen hundred (1,500) shares of Series B Preferred with a stated value of $10.00 per share were authorized under the Series B DesignationReincorporation

The ~~Series~~principal Beffects ~~Preferred is not convertible, does not have any preferential dividend or liquidation rights and are not redeemable. However, on all matters submitted to a vote~~ of the ~~holders of the common stock, including, without limitation, the election of directors, a holder of shares of the Series~~Reincorporation ~~B Preferred shall be entitled to the number of votes on such matters equal to 100,000,000 votes for each share of Series B Preferred.~~are:

The ~~foregoing~~affairs ~~summary~~ of the ~~Series~~Company Bceased ~~Designation~~to be isgoverned ~~not~~by ~~complete~~Nevada ~~and~~corporation islaws ~~qualified~~pursuant into ~~its~~the ~~entirety~~Nevada byRevised ~~reference~~Statutes (“NRS”) and become subject to Wyoming corporation laws pursuant to the ~~Series~~Wyoming BBusiness ~~Designation,~~Corporation aAct ~~copy~~(the of“WBCA”). ~~which~~The ~~was~~Company’s ~~filed~~governance asis ~~Exhibit 3.1~~pursuant to ~~Current~~the Articles ~~Report~~of onIncorporation ~~Form~~filed ~~8-K~~in Wyoming and isthe ~~incorporated~~Bylaws, ~~herein~~reflecting, byamong ~~reference~~other things, application of the WBCA.

2The resulting Wyoming corporation (TPAC-WY), is deemed to be same entity as the Company previously incorporated in Nevada (TPAC-NV), and there is no change in the Company’s business, management, employees, headquarters, benefit plans, assets, liabilities or net worth (other than as a result of the costs incident to the Reincorporation, which we expect to be immaterial).

~~Section~~The 9directors –and ~~Financial~~officers ~~Statements~~of the Company prior to the effective time of the Reincorporation hold the same respective positions with TPAC-WY following the Reincorporation, and ~~Exhibits~~there is no substantive change in employment agreements for executive officers or in other direct or indirect interests of the directors or executive officers of the Company.

Each of TPAC-NV’s issued and outstanding shares of common stock and of preferred stock automatically converted into an equivalent number of issued and outstanding shares of common stock and preferred stock of TPAC-WY, without any action on the part of our shareholders. The number of issued and outstanding shares of capital stock of TPAC-WY is identical to the Company’s capital stock existing immediately prior to the Reincorporation. The terms of the Series A Preferred Stock and Series B Preferred Stock of TPAC-WY is identical to the terms of the Series A Preferred Stock and Series B Preferred Stock of TPAC-NV.

The Company’s common stock is still quoted on the OTC Markets under the same symbol “TPAC.” The Company will continue to file periodic reports and other documents as and to the extent required by the rules and regulations of the SEC.

Although the Articles of Incorporation of TPAC-WY (the “Wyoming Articles of Incorporation”) and the bylaws of TPAC-WY (the “Wyoming Bylaws”) are substantially similar to the articles of incorporation of TPAC-NV (the “Nevada Articles”) and the bylaws of TPAC-NV (the “Nevada Bylaws”), respectively, they also include certain provisions that differ in some respects from the provisions contained in the Nevada Articles and Nevada Bylaws. In particular, the Wyoming Articles of Incorporation increased the authorized common stock to an unlimited amount of shares and also specifically provide for shareholder action without a meeting. A description of the rights of the shareholders that were changed as a result of the Reincorporation and a comparison of the WBCA, Wyoming Articles, and Wyoming Bylaws with the NRS, Nevada Certificate, and Nevada Bylaws are set forth in the Information Statement under the section entitled “Proposal 1 – Reincorporation-- The Corporation From The State Of Nevada To The State Of Wyoming– Effects of Reincorporation in Wyoming-- Significant Differences Between the Corporation Laws of Nevada and Wyoming”. Such description and comparison are incorporated in their entirety herein by reference and are qualified in their entirety by reference to the WBCA and NRS, respectively, as well as the Wyoming Articles which are incorporated by reference as Exhibit 3.1 to this Current Report and the Wyoming Bylaws, which are incorporated by reference as Exhibit 3.2 to this Current Report.

The Reincorporation did not affect any of the Company’s material contracts with any third parties, and the Company’s rights and obligations under such material contractual arrangements continue to be rights and obligations of the Company after the Reincorporation. The Reincorporation did not result in any change in headquarters, business, jobs, management, location of any of the offices or facilities, number of employees, assets, liabilities or net worth of the Company.

The foregoing description of the Reincorporation, Merger Agreement, Wyoming Articles, and Wyoming Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, the Wyoming Articles, and the Wyoming Bylaws, copies of which are filed as Exhibits 2.1, 3.1, and 3.2 respectively, to this Current Report and incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(dc) Exhibits.

~~Exhibit Number~~	~~Description~~Exhibit Number	Description
3.1	Certificate of Designation for Series B Preferred Stock
	2.1	Agreement and Plan of Merger (1)

2.2

Articles of Merger (Nevada)

2.3

Articles of Merger (Wyoming)

	3.1	Articles of Incorporation (Wyoming) (2)
	3.2	Bylaws (Wyoming) (3)

(1)

Filed as an Appendix A to our Definitive Information Statement on Form 14C file with the Securities and Exchange Commission on December 27, 2016 and incorporated herein by reference

(2)

Filed as an Appendix B to our Definitive Information Statement on Form 14C file with the Securities and Exchange Commission on December 27, 2016 and incorporated herein by reference

(3)

Filed as an Appendix C to our Definitive Information Statement on Form 14C file with the Securities and Exchange Commission on December 27, 2016 and incorporated herein by reference

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TRANS-PACIFIC AEROSPACE COMPANY, INC.
	(Registrant)
Date: December 5, 2016	By: /s/ William Reed McKay
Date: January 31, 2017	By:	/s/ William Reed McKay
	William Reed McKay
		William Reed McKayPresident and Chief Executive Officer
	President and Chief Executive Officer

Filing Compare · Trans-Pacific Aerospace Company, Inc.