UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

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

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. 2 to Annual Report on Form 10-K is being filed to update disclosures in the Beneficial Ownership table under Item 12 in Part III for certain 5% stockholders. No other changes have been made to the Form 10-K originally filed on February 28, 2017.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information regarding the beneficial ownership of our common stock as of February 1, 2017 by the following persons:

each person who is known to be the beneficial owner of more than five percent (5%) of our issued and outstanding shares of common stock;

each of our directors and executive officers; and

all of our directors and executive officers as a group.

Name and Address (1)		Number of Common Shares Beneficially Owned		Percentage Owned (2)	Number of Series A Preferred Shares Beneficially Owned	Percentage Owned (2)	Number of Series B Preferred Shares Beneficially Owned	Percentage Owned (2)	Percentage of Total Voting Power (3)
5% Stockholders:
Gobal Savings Organization (4)		1,200,000,000,000	(5)	21.05%	1,200	23.65%	–	–	*
Nikki McKay (6)		524,000,000	(7)	11.64%	524	10.33%	–	–	*
Daniel Desta (8)		506,000,000	(9)	10.11%	506	9.97%	–	–	*
Adam Geeb (10)		301,000,000	(11)	6.27%	301	5.93%	–	–	*
Lixin Chen (12)		300,000,000	(13)	6.25%	300	5.91%	–	–	*
Accessity Global LDA (14)		240,000,000	(15)	5.06%	240	4.73%	–	–	*
Dierctors and Named Executive Officers:
William R. McKay		527,000,000	(16)	10.49%	454 (17)	8.95%	1,300	86.67	86.15%
Greg Archer		13,450,000	(18)	*	–(19)	–	–	–	*
Clairmont Griffith		844,000,000	(20)	15.80%	810	15.96%	200	13.33%	13.30%
	All directors and officers as a group (3 persons)	1,384,450,000		23.53%	1,264	24.91%	1,500	100.00%	99.45%

*Less than 1%

(1)

Unless otherwise noted, the address is 2975 Huntington Drive, Suite 107, San Marino, California 91108.

(2)

Based on 4,499,880,936 shares of common stock, 5,075 shares of Series A preferred stock, and 1,500 shares of Series B preferred stock issued and outstanding.

(3)

Holders of our common stock are entitled to one vote per share, for a total of 4,499,880,936 votes. Holders of our Series A preferred stock are entitled to the number of votes equal to the number of shares of common stock into which a share of Series A preferred stock could be converted. Each share of Series A preferred stock has a stated value of $400, which is convertible into shares of common stock at a fixed conversion price equal to $0.0004 per share. As such, each share of Series A preferred stock is convertible into 1,000,000 shares of common stock for a total of 1,000,000 votes per shares or 5,075,000,000 votes in the aggregate. Each share of Series B preferred stock is entitled to 100,000,000 votes per share or 1,500,000,000,000 votes in the aggregate. Accordingly, there are 1,509,574,880,936 votes outstanding as of February 1, 2017

(4)

The address is 100 International Drive, 23^rd Floor, Baltimore, MD 21202.

(5)

Includes 1,200,000,000 shares issuable upon conversion of 1,200 shares of series A preferred stock.

(6)

The address is 777 Woodward Blvd., Pasadena, CA 91107.

(7)

Includes 524,000,000 shares issuable upon conversion of 524 shares of series A preferred stock.

(8)

The address is 7702 Lear Road, McClean VA 22102.

(9)

Includes 506,000,000 shares issuable upon conversion of 506 shares of series A preferred stock.

(10)

The address is 4004 Via Lucero #13, Santa Barbara, CA 93110.

(11)

Includes 301,000,000 shares issuable upon conversion of 506 shares of 301 shares of series A preferred stock.

(12)

The Address is Xuefu Kang LE Building, Jinhai GE 25G, Nanchan District, Shenzhen, Guangdong,China.

(13)

Includes 300,000,000 shares issuable upon conversion of 300 shares of series A preferred stock.

(14)

The address is 227-229 Rua Alm Sergio, Lam ON, KOK, 1B Macau.

(15)

Includes 240,000,000 shares issuable upon conversion of 240 shares of series A preferred stock.

(16)

Includes (i) 300,000,000 shares issuable upon conversion of Series A preferred stock held by Mr. McKay; (ii) 154,000,000 shares issuable upon conversion of Series A preferred stock held by Mr. McKay’s daughter and (iii) 73,000,000 shares issuable under presently exercisable options.

(17)

Includes 154 shares of Series A preferred stock held by Mr. McKay’s daughter.

(18)

Includes 11,000,000 shares issuable under presently exercisable options.

(19)

The board has authorized the issuance of 228.47 shares of Series A preferred stock and options to purchase 301 shares of Series A preferred stock. However, neither the shares nor the options referenced have been issued.

(20)

Includes (i) 810,000,000 shares issuable upon conversion of Series A preferred stock held by Mr. Griffith and (ii) 34,000,000 shares issuable under presently exercisable options.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. The number of shares and the percentage beneficially owned by each individual listed above include shares that are subject to options held by that individual that are immediately exercisable or exercisable within 60 days from February 1, 2017, and the number of shares and the percentage beneficially owned by all officers and directors as a group includes shares subject to options held by all officers and directors as a group that are immediately exercisable or exercisable within February 1, 2017.

Equity Compensation Plan Information

Our board of directors approved our 2010 Stock Incentive Plan in 2010. The plan allows for incentive awards to eligible recipients consisting of:

Options to purchase shares of common stock, that qualify as incentive stock options within the meaning of the Internal Revenue Code;

Non-statutory stock options that do not qualify as incentive options;

Restricted stock awards; and

Performance stock awards, which may be subject to future achievement of performance criteria or free of any performance or vesting conditions.

The maximum number of shares reserved for issuance under the plan is 7,500,000. The exercise price of options granted under the plan shall not be less than 100% of the fair market value of one share of common stock on the date of grant, unless the participant owns more than 10% of the total combined voting power of all classes of our stock or any parent or subsidiary corporation of ours, in which case the exercise price shall then be 110% of the fair market value.

The following provides information concerning compensation plans under which our equity securities are authorized for issuance as of October 31, 2016.

Plan Category	(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		(b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected In Column (a))
Equity compensation plans approved by security holders		–	$	–		7,500,000
Equity compensation plans not approved by security holders (1) (2)		240,666,667	$	0.01		(125,000)
Total		240,666,667	$	0.01		7,625,000

(1)

Reflect non-plan options.

(2)

2013 Stock Incentive Plan. On November 23, 2013, our Board of Directors adopted the 2013 Stock Incentive Plan. The purpose of our 2013 Stock Incentive Plan is to advance the best interests of the Company by providing those persons who have a substantial responsibility for our management and growth with additional incentive and by increasing their proprietary interest in the success of the Company, thereby encouraging them to maintain their relationships with us. Further, the availability and offering of stock options and common stock under the plan supports and increases our ability to attract and retain individuals of exceptional talent upon whom, in large measure, the sustained progress, growth and profitability which we depend. The total number of shares available for the grant of either stock options or compensation stock under the plan is 3,500,000 shares, subject to adjustment. Our Board of Directors administers our plan and has full power to grant stock options and common stock, construe and interpret the plan, establish rules and regulations and perform all other acts, including the delegation of administrative responsibilities, it believes reasonable and proper. Any decision made, or action taken, by our Board of Directors arising out of or in connection with the interpretation and administration of the plan is final and conclusive. The Board of Directors, in its absolute discretion, may award common stock to employees of, consultants to, and directors of the company, and such other persons as the Board of Directors or compensation committee may select, and permit holders of common stock options to exercise such options prior to full vesting therein and hold the common stock issued upon exercise of the option as common stock. Stock options may also be granted by our Board of Directors or compensation committee to non-employee directors of the company or other persons who are performing or who have been engaged to perform services of special importance to the management, operation or development of the company. In the event that our outstanding common stock is changed into or exchanged for a different number or kind of shares or other securities of the company by reason of merger, consolidation, other reorganization, recapitalization, combination of shares, stock split-up or stock dividend, prompt, proportionate, equitable, lawful and adequate adjustment shall be made of the aggregate number and kind of shares subject to stock options which may be granted under the plan. Our Board of Directors may at any time, and from time to time, suspend or terminate the plan in whole or in part or amend it from time to time in such respects as our Board of Directors may deem appropriate and in our best interest. As of October 31, 2016, we have issued 3,375,000 shares under this plan and no options have been issued under this plan.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 2 to the annual report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

	TRANS-PACIFIC AEROSPACE COMPANY, INC.

Date: March 15, 2017	By:	/s/William Reed McKay
		William Reed McKay
		Chief Executive Officer

Trans-Pacific Aerospace Company, Inc. 10-K/A